<PAGE>
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                     FORM 10-K


       Annual  Report  Pursuant  to  Section 13 or  15(d)of  The  Securities
       Exchange Act of 1934 [Fee Required]
       For the Fiscal Year ended December 31, 1996


       Commission File Number      33-19038


       PERSHING LEASE INCOME LIMITED PARTNERSHIP
       (Exact name of registrant as specified in its charter)


                     MISSOURI                            43-1463913
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)


       6300 LAMAR, SHAWNEE MISSION, KANSAS 66202
       (Address principal executive offices)


       Registrant's telephone number, including area code (913) 236-2000


       Securities registered pursuant to Section 12(b) of the Act:
               Title of each class              Name of each exchange on
                                                    which registered
                  None                                  None


            Securities registered pursuant to Section 12(g) of the Act:
                       Units of Limited Partnership Interest


         Indicate  by  check mark whether the registrant (1) has  filed  all
       reports required to be filed by Section 13 or 15(d) of the Securities
       Exchange  Act of 1934 during the preceding 12 months (or such shorter
       period  that the registrant was required to file such  reports),  and
       (2)  has  been  subject to such filing requirements for the  past  90
       days.
                                                        Yes  X    No

         State  the   aggregate  market value of the voting  stock  held  by
       non-affiliates of the registrant.
                           Not applicable, since securities are non-voting.
       <PAGE>
                                       Part I


       Item 1.  Business

       Pershing  Lease  Income Limited Partnership (the "Partnership") is  a
       limited  partnership  organized under the provisions of the  Missouri
       Revised Uniform Limited Partnership Act on November 30,  1987.  As of
       December 31, 1996, the Partnership consisted of a General Partner and
       3,708  Limited  Partners owning 62,840 Units of  limited  partnership
       interest  of  $500 each (the "Units"),  except that employees of  the
       General  Partner and employees and securities representatives of  the
       affiliates purchased Units for a net price of $460 per Unit,  and the
       Partnership  incurred no obligation to pay any sales commissions with
       respect  to such sales.   The Units were sold commencing February 22,
       1988,  pursuant  to  a Registration Statement on Form S-1  under  the
       Securities  Act of 1933.   As set forth more fully at Item 10 of this
       Report,  the  General  Partner is Waddell &  Reed  Leasing,  Inc.,  a
       Missouri corporation.

       The  Partnership was organized to engage in the business of acquiring
       diversified  types of equipment and leasing such equipment to  others
       on  a  short-term basis under operating  leases.   The  Partnership's
       principal objectives are:

       1.  To  provide  quarterly  distributions  of  cash  to  the  Limited
           Partners  from leasing revenues and from the proceeds of sale  or
           other disposition of Partnership Equipment; and

       2.  To  maintain equipment residual values for ultimate sale or other
           disposition.

       The  Partnership was formed primarily for investment purposes and not
       as a "tax shelter".

       The  life  of the Partnership shall terminate on December  31,  2005,
       unless  sooner  dissolved or terminated as provided in Section 11  of
       the Amended Agreement of Limited Partnership.

       The  Partnership  had  a total of fourteen  closings.   The  closings
       occurred on May 3,  1988, June 3, 1988, July 8, 1988, August 5, 1988,
       September 8,  1988,  October 7, 1988, November 7,  1988,  December 7,
       1988,  January 9,  1989,  February 7, 1989, March 7,  1989,  April 7,
       1989,  May  5,  1989  and June 14,  1989 with subscribers  purchasing
       10,732,  6,712,  3,984,  4,268, 5,011, 3,822,  2,562,  2,701,  4,001,
       3,256,  3,604,  4,014,  3,592  and 4,581 units,  respectively,  being
       admitted on such dates.

       <PAGE>
       Total  equipment purchased through December 31,  1996 was $50,459,580
       including  acquisition fees.  The Partnership had sold $46,156,390 of
       equipment  as  of December 31,  1996 and had a balance of  $4,303,190
       invested  in equipment.   At the end of 1996,  there were 6 leases in
       place with 6 lessees.   The acquisition of these leases and equipment
       is described more fully in Item 2 of this Report and Notes 1 and 2 to
       the financial statements included in Item 8.

       Under the Amended Limited Partnership Agreement, the General Partner,
       Waddell  &  Reed  Leasing,   Inc.,  is  solely  responsible  for  the
       management  of the Partnership's business.   Waddell & Reed  Leasing,
       Inc.  is  a wholly owned subsidiary of Waddell & Reed,  Inc.  and was
       incorporated  in  Missouri  in October 1987 to serve as  the  General
       Partner,  and to manage and control the business and affairs,  of the
       Partnership.

       The  General  Partner has also entered into an agreement dated as  of
       December  1,   1987  (the  "Agency  Agreement")  with  NEMLC  Leasing
       Corporation   (the  "Agent")  which  was  acquired  by  BOT  Services
       Corporation,  a  wholly  owned subsidiary of The Bank of Tokyo  Trust
       Company which is a subsidiary of The Bank of Tokyo Limited.  Pursuant
       to the Agency Agreement, the Agent will assist the General Partner in
       performance  of  certain  of its responsibilities on  behalf  of  the
       Partnership,  including identification, evaluation and negotiation of
       specific   equipment   investments  suitable  for  the   Partnership,
       management  of the Equipment while it is under lease and  remarketing
       of equipment coming off lease.

       The Partnership's investments in capital equipment which are and will
       continue  to  be  subject to various  risk  factors.   The  principal
       business   risk  associated  with  ownership  and  operation  of  the
       equipment  is  the uncertainty of keeping all of the equipment  fully
       leased at rentals which, after payment of operating expenses and debt
       service  on  Partnership  borrowings,   provide,  together  with  any
       anticipated  sale  proceeds or salvage value,  an acceptable rate  of
       return.  Other risk factors include:

       1.  Technological  and  economic   equipment  obsolescence,  physical
           deterioration  and malfunction,  risks attendant upon defaults by
           lessees and credit losses.

       2.  Residual values of equipment.  The Partnership's  return  on  its
           investment  in equipment will depend in part upon the  continuing
           value of such equipment, which in turn depends among other things
           upon  (1) the quality of the equipment;  (2) the condition of the
           equipment; (3) the timing of the equipment's acquisition; (4) the
           demand  for  used  equipment;  (5)  the cost  of  comparable  new
           equipment;  (6)  the technological obsolescence of the equipment;
           (7)  the  General  Partner's ability  to  forecast  technological
           changes  which may reduce the value of equipment;  and (8) market
           factors.
       <PAGE>
       3.  Competition  from  full  payout  lessors.   In  connection   with
           operating  leases,  the  Partnership will encounter  considerable
           competition  from  those offering full payout leases,  which  are
           written for a longer term and a lower rate than the Partnership's
           operating leases will offer.

       4.  Competition   from   manufacturers.   Leases   offered   by   the
           Partnership  will  compete with operating leases and full  payout
           leases offered by the manufacturers in their lease programs.   In
           addition  to attractive financial terms,  manufacturers may  also
           provide  certain ancillary services which the Partnership  cannot
           offer  directly,  such as maintenance service (including possible
           equipment  substitution rights),  warranty services and  trade-in
           privileges.

       5.  Other competition.  There are numerous other potential investors,
           including limited partnerships organized and managed similarly to
           the Partnership,  seeking to purchase equipment subject to either
           operating  leases or full payout leases,  many of which will have
           greater   financial  resources  than  the  Partnership  and  more
           experience  than  the  General  Partner.   The  Partnership  will
           compete  in  the leasing marketplace with many  non-manufacturing
           firms,  including  other equipment dealers,  brokers and  leasing
           companies, as well as with financial institutions.

       6.  Defaults by lessees.  Default by a lessee may cause equipment  to
           be returned to the Partnership at a time when the General Partner
           may  be  unable  to promptly arrange for its re-leasing  (at  the
           rental  rate  previously received or otherwise) or sale (with  or
           without  a  loss),  thus  resulting in the  loss  of  anticipated
           revenues   and   the  inability  to  recover  the   Partnership's
           investment  and  repay  related debt.   Any related debt  may  be
           secured  by  the returned equipment and,  in some cases,  by  the
           Partnership's  other  equipment.   If the debt is not paid  in  a
           timely manner,  the lender may foreclose and acquire ownership of
           all equipment which secures the debt,  resulting in economic loss
           and adverse tax consequences to the Partners.

       7.  Changes in technology.  The General Partner intends to  establish
           lease  rates to the Partnership's lessees which take into account
           the  risk of technological advances which may reduce the value of
           equipment owned by the Partnership.  However, the introduction of
           an  entirely new technology could lead to a radical reduction  in
           the  value of certain equipment and make such Equipment difficult
           to re-lease.

       The Partnership, during 1996 had five primary types of equipment; (1)
       aircraft;  (2)  construction equipment;  (3) forklifts;  (4) computer
       equipment;  (5) transportation equipment; and leased the equipment to
       corporations  under  operating leases.   Rental income generated   in
       1996  from the five equipment types was $58,000,  $657,247,  $24,595,
       $8,256, and  $60,120, respectively.

       <PAGE>
       Item 2.  Properties.

       At December 31, 1996, the Partnership owned capital equipment, with a
       cost  of  $4,303,190,  subject to 6 leases with 6 different  lessees.
       All   purchases  of  capital  equipment  were  subject  to  a   4.75%
       acquisition fee paid to the General Partner.






       Item 3.  Legal Proceedings.

       There  are  no  material  pending  legal  proceedings  to  which  the
       Partnership  is a party or of which any of its equipment or leases is
       the subject.




       Item 4.  Submission of Matters to a Vote of Security Holders.

       None.

       <PAGE>
                                      Part II


       Item 5.  Market for the Partnership's Securities and Related Security
                Holder Matters.

       (a)  Market Information

       The  Partnership's outstanding securities consist of Units of Limited
       Partnership  Interest ("Units) which were sold for $500 each.   As of
       December  31,  1996,  62,840  Units had been sold to the public at  a
       price  of  $500 per Unit (except for 693 Units which were sold for  a
       net  price of $460 per Unit to employees of affiliates of the General
       Partner and securities representatives of its affiliates).

       There  is no public market for the Units,  and it is not  anticipated
       that such a public market will develop.

       (b)  Approximate Number of Security Holders

                              Number of                Number of Units
                             Unit holders                    as of
       Title of Class      as of 12/31/96                  12/31/96
       Units of Limited
       Partnership
       Interest                3,717                        62,840

       (c)  Dividend History and Restrictions

       During the years ended December 31,  1989 and 1988 and the two months
       ended December 31,  1987,  the Partnership had an initial closing and
       thirteen  subsequent  closings admitting partners holding a total  of
       62,840  units.   The final admission date to admit partners into  the
       Partnership was June 14,  1989.  Pursuant to Section 8 of the Amended
       Limited  Partnership Agreement,  the Partnership's Distributable Cash
       from  Operations  for  each  year  will be  determined  and  will  be
       distributed to the Partners.  The Partnership distributions were:

                        Distributions         Distributions
                            To The               To The
                      Limited Partners       General Partner
            1988        $  477,031               $ 25,107
            1989         2,827,947                148,840
            1990         3,468,767                182,568
            1991         3,468,769                182,567
            1992         4,166,292                178,649
            1993         6,441,100                243,562
            1994         5,718,440                169,453
            1995         2,387,920                 99,178
            1996         2,749,250                 48,798

         The Partnership did not make a distribution in 1987.
       <PAGE>
       "Cash   from  Operations"   means  the  net  cash  provided  by   the
       Partnership's  normal  operations  after  the  general  expenses  and
       current  liabilities  of  the Partnership (other than  the  equipment
       management  fee)   are paid,  as reduced by any reserves for  working
       capital and contingent liabilities to the extent deemed reasonable by
       the  General Partner,  and increased by any portion of such  reserves
       then deemed by the General Partner not to be required for Partnership
       operations.

       Each  distribution  of  Distributable  Cash from  Operations  of  the
       Partnership  shall be made 95% to the Limited Partners and 5% to  the
       General  Partner.   For  rendering  services in connection  with  the
       normal  operations of the Partnership,   the Partnership will pay  to
       the  General Partner a partnership management fee equal to 5% of  the
       cash received from rents.

       Any  distributable cash from sales or refinancing will be distributed
       99%  to  the  Limited Partners and 1% to the  General  Partner  until
       Payout.  Payout  is  the  time  when  the  aggregate  amount  of  all
       distributions  to  the  Limited Partners of Distributable  Cash  from
       Operations  and of Distributable Cash from Sales or Refinancing equal
       the   aggregate  cumulative  8%  annual  return  on  their  aggregate
       unreturned   Invested  Capital.   After  payout  has  occurred,   any
       distributable  cash from sales or refinancing will be distributed 15%
       to the General Partner, and the remainder to the Limited Partners.

       Any  Distributable Cash from Operations will be distributed within 60
       days  after the completion of each of the first three fiscal quarters
       of  each  Partnership  fiscal year,  and within 120  days  after  the
       completion of each fiscal year, beginning after the first full fiscal
       quarter  following the Partnership's first closing date.   Each  such
       distribution  will  be described in a statement sent to  the  Limited
       Partners.
       <PAGE>
       Items 6. Selected Financial Data.

       The   following  table  sets  forth  selected  financial  information
       regarding the Partnership's financial position and operating results.
       This  information should be read in conjunction with the Management's
       Discussion  and  Analysis  of  Financial  Condition  and  Results  of
       Operations  and  Financial Statements and Notes  thereto,  which  are
       included in Items 7 and 8 of this report.



                              As of and for   As of and for   As of and for
                              the Year Ended  the Year Ended  the Year Ended
                                 12/31/96        12/31/95        12/31/94
       Operating Data
         Rental Income        $   808,218     $ 1,863,506     $ 3,037,422
         Interest Income           65,911          47,992          71,592
         Net Income             1,047,419       1,337,147       2,892,968

       Balance Sheet Data
         Cash and Cash
           Equivalents            639,226         802,866         926,557
         Investment Property      123,888       1,809,976       2,744,992
         Total Assets             769,746       2,631,265       3,741,270
         Partners' Equity         760,881       2,511,510       3,661,461




       Per Unit Data                 1996            1995            1994
         Net Income               $ 16.18         $ 20.67          $44.97

         Distributions              43.75           38.00           91.00
       <PAGE>
       Item  7.  Management's Discussion and Analysis of Financial Condition
                 and Results of Operations.

       General

       On  May 3,  1988,  the Partnership had its first closing and received
       from  the  escrow  account $5,356,940 representing  10,731  Units  of
       Limited Partnership Interest.   During 1989 and 1988, the Partnership
       had  an  additional  thirteen closings and received from  the  escrow
       account  $26,034,840 representing 52,108 Units of Limited Partnership
       Interest.   Of these amounts,  the Partnership received proceeds from
       the sale of 693 Units at a price net of sales commission for sales to
       employees and securities representatives of affiliates of the General
       Partners,  who  are allowed to purchase units for a net price of $460
       per Unit.

       Results of Operation

       For the years ended December 31,  1996, 1995 and 1994, the net income
       was $1,047,419,  $1,337,147,  and $2,892,968,  respectively,  and net
       income per unit was $16.18,  $20.67, and $44,97.  Total distributions
       for  the  years  ended  December  31,  1996,  1995,  and  1994,  were
       $2,798,048,    $2,487,098,   and   $5,887,893,   respectively,    and
       distributions per unit were $43.75, $38.00, and $91.00.

       Total  revenue decreased $1.2 million in 1996 from the prior year due
       to  lower  rental  income  and lower gain from  sales  of  investment
       property.  Rental  income  will  continue  to decline  due  to  lease
       expirations  and equipment sales.  Depreciation expense declined as a
       result  of  equipment sales and the use of  accelerated  depreciation
       methods.

       In 1995,  total revenue had decreased $2.4 million from 1994.   As in
       1996,  this  was  due to lower rental income as the result  of  lease
       expirations and equipment sales.

       As  of  December  31,  1996,  the Partnership held  $4.3  million  of
       equipment of which $3.4 million was on lease.  During 1997, leases on
       $2.7 million of equipment will expire.  As a result, rental income is
       expected   to  decline  due  to  lease  expirations.    Future   cash
       distributions will depend on the remarketing of this property.

       Liquidity and Capital Resources

       The Partnership believes it has sufficient liquidity to pay operating
       expenses and fund cash distributions.   The Partnership also believes
       that  rental  income  and  cash from  equipment  sales  will  provide
       sufficient  resources to meet obligations.   The Partnership does not
       anticipate borrowing funds in 1997.


       <PAGE>
       Item 8.  Financial Statements and Supplementary Data.


                            INDEPENDENT AUDITORS' REPORT




       To the Partners of Pershing Lease Income
         Limited Partnership:

       We  have  audited the financial statements of Pershing  Lease  Income
       Limited  Partnership  as  listed in Item 14(a)1  on  page  23.  These
       financial  statements  are  the responsibility of  the  Partnership's
       management.   Our  responsibility  is to express an opinion on  these
       financial statements based on our audits.

       We  conducted  our  audits  in  accordance  with  generally  accepted
       auditing standards.  Those standards require that we plan and perform
       the  audit to obtain reasonable assurance about whether the financial
       statements  are  free of material misstatement.   An  audit  includes
       examining,  on  a  test basis,  evidence supporting the  amounts  and
       disclosures  in  the financial statements.   An audit  also  includes
       assessing  the  accounting principles used and significant  estimates
       made  by  management,  as  well as evaluating the  overall  financial
       statement  presentation.   We  believe  that  our  audits  provide  a
       reasonable basis for our opinion.

       In  our opinion,  the financial statements referred to above  present
       fairly,  in all material respects, the financial position of Pershing
       Lease Income Limited Partnership as of December 31, 1996 and 1995 and
       the  results  of  its operations and its cash flows for each  of  the
       years in the three-year period ended December 31,  1996 in conformity
       with generally accepted accounting principles.



                                                      KPMG Peat Marwick LLP


       Kansas City, Missouri
       February 7, 1997
       <PAGE>
                     Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)

                                   Balance Sheets
                             December 31, 1996 and 1995


       Assets                                       1996              1995
       Investment property:
         Cost                                  $  4,303,190      $ 10,782,881
         Less accumulated depreciation            4,179,302         8,972,905
           Investment property, net                 123,888         1,809,976
       Cash and cash equivalents                    639,226           802,866
       Rents and other receivables                    3,374            16,553
       Prepaid insurance                              3,258             1,870

            Total assets                       $    769,746      $  2,631,265
                                                ===========       ===========

       Liabilities and Partners' Equity
       Liabilities:
         Due to affiliates (Note 3)            $      8,865      $     17,736
         Accounts payable                                 -            96,198
         Unearned rental revenue                          -             5,821

             Total liabilities                        8,865           119,755

       Partners' Equity (Deficit):
         General Partner:
           Capital contribution                       1,000             1,000
           Cumulative net income                    219,002           188,305
           Cumulative cash distributions         (1,278,722)       (1,229,924)
                                                 (1,058,720)       (1,040,619)
         Limited Partners (62,840 units):
           Capital contributions, net of
             offering costs                      27,738,501        27,738,501
           Cumulative net income                  5,786,616         4,769,894
           Cumulative cash distributions        (31,705,516)      (28,956,266)
                                                  1,819,601         3,552,129
             Total partners' equity                 760,881         2,511,510

             Total liabilities and partners'
               equity                          $    769,746      $  2,631,265
                                                ===========       ===========



                  See accompanying notes to financial statements.

       <PAGE>
                     PERSHING LEASE INCOME LIMITED PARTNERSHIP

                              Statements of Operations
                For the Years Ended December 31, 1996, 1995 and 1994


                                           1996         1995         1994
    Revenue:
      Rental income (Note 2)           $   808,218  $ 1,863,506  $ 3,037,422
      Interest income                       65,911       47,992       71,592
      Net gain on sale of
        investment property                541,841      723,692    1,942,012
         Total revenue                   1,415,970    2,635,190    5,051,026

    Expenses:
      Depreciation                         244,007      876,121    1,759,309
      General and administrative           124,544      421,922      398,749
          Total expenses                   368,551    1,298,043    2,158,058

    Net income                         $ 1,047,419  $ 1,337,147  $ 2,892,968
                                        ==========   ==========   ==========
    Net income attributable to
      Limited Partners                 $ 1,016,722  $ 1,299,237  $ 2,826,000
                                        ==========   ==========   ==========
    Net income per Limited
      Partnership Unit                 $     16.18  $     20.67  $     44.97
                                        ==========   ==========   ==========







                  See accompanying notes to financial statements.
       <PAGE>
                     PERSHING LEASE INCOME LIMITED PARTNERSHIP

                           Statements of Partners' Equity
                For the Years Ended December 31, 1996, 1995 and 1994


                                       General      Limited
                                       Partner      Partners       Total

       Partners' Equity (Deficit)
         at December 31, 1993       $  (876,865)  $ 7,533,251   $ 6,656,386

         Net income                      66,967     2,826,001     2,892,968
         Cash distributions            (169,453)   (5,718,440)   (5,887,893)

       Partners' Equity (Deficit)
         at December 31, 1994       $  (979,351)  $ 4,640,812   $ 3,661,461

         Net income                      37,910     1,299,237     1,337,147
         Cash distributions             (99,178)   (2,387,920)   (2,487,098)

       Partners' Equity (Deficit)
         at December 31, 1995       $(1,040,619)  $ 3,552,129   $ 2,511,510

         Net income                      30,697     1,016,722     1,047,419
         Cash distributions             (48,798)   (2,749,250)   (2,798,048)

       Partners' Equity (Deficit)
         at December 31, 1996       $(1,058,720)  $ 1,819,601   $   760,881
                                     ==========    ==========    ==========



                  See accompanying notes to financial statements.
<PAGE>
                      PERSHING LEASE INCOME LIMITED PARTNERSHIP

                               Statements of Cash Flows
                 For the Years Ended December 31, 1996, 1995 and 1994


                                           1996         1995         1994
Cash flows from operating activities:
  Net income                          $ 1,047,419  $ 1,337,147  $  2,892,968
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
      Depreciation and amortization       244,007      876,121     1,759,309
      Net gain on sale of investment
        property                       (  541,841)  (  723,692)   (1,942,012)

  Changes in assets and liabilities:
    Receivables                            13,179       50,913         5,299
    Prepaid insurance                      (1,388)         385           485
    Due from/to affiliates                 (8,871)      (3,774)       (3,516)
    Accounts payable                      (96,198)      79,443      (120,426)
    Unearned rental revenue                (5,821)     (15,909)      (69,901)
      Net cash provided by operating
        activities                        650,486    1,600,634     2,522,206

Cash flows from investing
  activities:
  Disposition of investment
    property                            1,983,922      762,773     3,155,402

Cash flows from financing
  activities:
  Cash distributions to Partners       (2,798,048)  (2,487,098)   (5,887,893)
  Repayment of debt                              -            -      (19,627)
    Net cash used in financing
      activities                       (2,798,048)  (2,487,098)   (5,907,520)
Net decrease in cash and
  cash equivalents                       (163,640)    (123,691)     (229,912)
Cash and cash equivalents at
  beginning of year                       802,866      926,557     1,156,469

Cash and cash equivalents at end
  of year                             $   639,226  $   802,866  $    926,557
                                       ==========   ==========   ===========
Cash Paid for interest                $         -  $         -  $        248
                                       ==========   ==========   ===========




                   See accompanying notes to financial statements.
       <PAGE>
                     PERSHING LEASE INCOME LIMITED PARTNERSHIP
                          (A Missouri Limited Partnership)

                           Notes to Financial Statements

       (1) Summary of Significant Accounting Policies

           Organization

           Pershing Lease Income Limited Partnership (the "Partnership") was
       organized  under the Missouri Revised Uniform Limited Partnership Act
       on  November 30, 1987. The Partnership was formed to invest primarily
       in equipment to be leased to third parties.  The Amended Agreement of
       Limited  Partnership authorized the issuance of up to 60,000  Limited
       Partnership  units  at  a  price of $500 per unit and  up  to  20,000
       additional  units.   The  Partnership  had  an  initial  closing  and
       thirteen subsequent closings.   The closings occurred on May 3, 1988,
       June 3,  1988,  July 8,  1988,  August 5,  1988,  September 8,  1988,
       October 7, 1988, November 7, 1988, December 7, 1988, January 9, 1989,
       February 7, 1989, March 7, 1989, April 7, 1989, May 5, 1989, and June
       14,  1989 with 10,732,  6,712,  3,984, 4,268,  5,011,  3,822,  2,562,
       2,701,   4,001,   3,256,  3,604,  4,014,  3,592,   and  4,581  units,
       respectively.

           Pursuant  to  the  terms  of the  Amended  Agreement  of  Limited
       Partnership,  distributable  cash  from  operations and  profits  for
       federal income tax purposes from normal operations,  as defined,  are
       to  be  allocated 95% to the Limited Partners and 5% to  the  General
       Partner  until payout has occurred,  and 85% to the Limited  Partners
       and  15%  to the General Partner thereafter.  Any distributable  cash
       from sales shall be distributed 99% to the Limited Partners and 1% to
       the General Partner until payout has occurred, and 85% to the Limited
       Partners  and 15% to the General Partner thereafter.  "Payout"  means
       the  time  when  the  aggregate amount of all  distributions  to  the
       Limited  Partners  of  distributable  cash  from  operations  and  of
       distributable  cash  from sales or refinancing equals  the  aggregate
       amount  of the Limited    Partners'  original invested capital plus a
       cumulative  8%  annual return on their aggregate unreturned  invested
       capital  (calculated  from  the beginning of the  first  full  fiscal
       quarter   following   each   Limited  Partner's  admission   to   the
       Partnership).  Losses for federal income tax purposes from the normal
       operations  of  the Partnership will be allocated 99% to the  Limited
       Partners and 1% to the General Partner.

           The General Partner,  Waddell & Reed Leasing,  Inc.,  contributed
       $1,000 for its General Partnership interest.   The General Partner is
       not  required  to make any other capital contributions  except  under
       certain limited circumstances upon termination of the Partnership.
       <PAGE>
                     Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)

                       Notes to Financial Statements, Continued

           Basis of Presentation

           The Partnership financial statements are presented on the accrual
       basis of accounting.

           Cash and Cash Equivalents

           Cash  and  cash equivalents  include cash on hand and  short-term
       investments with original maturities of less than ninety days.

           Investment Property

           Investment property consists primarily of construction equipment,
       forklifts,  and transportation equipment.   At December 31,  1996 and
       1995,  the Partnership owned investment property,  with a depreciable
       cost  basis  of  $4,303,190  and  $10,782,881,   respectively.    The
       depreciable  cost  basis  at  December 31,  1996  and  1995  includes
       acquisition fees of $195,202 and $488,958,  respectively,  which were
       paid  to  the  General  Partner.   At December  31,  1996  and  1995,
       $3,483,851  and  $9,006,855,  respectively,  was subject to  existing
       leases and the remainder was being held in inventory. Depreciation on
       investment  property is provided using accelerated methods over lives
       ranging from 3 to 12 years. At December 31, 1996, the Partnership had
       equipment  with an original cost of $819 thousand which was not under
       a lease agreement.

           The  Partnership implemented SFAS No.  121,  "Accounting for  the
       Impairment  of  Long-Lived  Assets and for Long-Lived  Assets  to  Be
       Disposed Of" in 1996.  There was no effect of implementation.

           Use of Estimates

           The  Partnership  has made a number of estimates and  assumptions
       relating   to  the  reporting  of  assets  and  liabilities  and  the
       disclosure  of  contingent  assets and liabilities to  prepare  these
       financial statements in conformity with generally accepted accounting
       principles.  Actual results could differ from those estimates.
       <PAGE>
                     Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)

                       Notes to Financial Statements, Continued

           Income Taxes

           The Partnership is a pass-through entity and,  accordingly, taxes
       on income, if any, are the responsibility of the individual partners.
       Income  for financial reporting was more or (less) than that reported
       for income tax purposes for the three years ended December 31,  1996,
       1995 and  1994 by $5,821,  $(35,722),  and $(848,253),  respectively.
       The  difference between income for financial reporting and income tax
       purposes  is  principally  due  to depreciation,   gain  on  sale  of
       investment property, prepaid rents and bad debt expense.

           Partners' equity at December 31, 1996 and 1995 as reported herein
       has been reduced by sales commissions and other costs of the offering
       which will not be deductible by the partners until the Partnership is
       liquidated or the partners' units are otherwise disposed of.  Limited
       Partner's  equity  for  income  tax purposes  was  $5,528,346  as  of
       December 31, 1996.

       (2) Leases

           The Partnership leases the investment property to unrelated third
       parties  under  operating  leases.   Rental income is  reported  when
       earned.  Minimum  lease  payments  scheduled to be  received  in  the
       future under existing noncancelable operating leases follow:

                      Year             Amount
                      1997           $  217,227
                      1998               15,390
                                     $  232,617
                                      =========

       (3) Related Party Transactions

           Equipment  acquisition fees,  management fees and other  expenses
       paid  or  payable  by  the  Partnership to  the  General  Partner  or
       affiliates  of  the General Partner for the years ended December  31,
       1996, 1995 and 1994 are as follows:

                                             1996       1995        1994
         Management fees                   $ 40,410   $ 94,138    $138,472
         Reimbursable operating expenses     49,695     50,472      63,853
                                           $ 90,105   $144,610    $202,325
                                            =======    =======     =======

           At  December 31,  1996 and 1995,  the following costs were due to
       the General Partner or affiliates:
                                             1996         1995
         Management fees                   $ 3,750      $ 9,988
         Reimbursable operating expenses     5,115        7,748
                                           $ 8,865      $17,736
                                            ======       ======
 <PAGE>
                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)


       Item 9.   Changes in and Disagreements with Accountants on Accounting
                 And Financial Disclosure.

       None.




                                      Part III


       Item 10.  Directors and Executive Officers of the Partnership.

       (a-b)  Identification of Directors and Executive Officers

       The Partnership has no Directors or Officers.  As indicated in Item 1
       of  this report,  the General Partner of the Partnership is Waddell &
       Reed  Leasing,  Inc.   Under the Partnership Agreement,  the  General
       Partner  is  solely responsible for the leasing of the  Partnership's
       equipment,  and  the Limited Partners have no right to participate in
       the control of such operations.   The names and ages of the Directors
       and  Executive Officers of the General Partner at December  31,  1995
       are as follows:


              Name                      Title                         Age

       Robert L. Hechler       President, Treasurer and Director       60
       Michael D. Strohm       Executive Vice President and
                                 Assistant Treasurer                   45
       Sharon K. Pappas        Secretary and General Counsel           38
       David R. Burford        Assistant Secretary and Assistant
                                 General Counsel                       39


       (c)  Identification of certain significant persons

       See Item 10. (a-b)


       (d)  Family relationship

       No  family relationship exists between any of the foregoing Directors
       or Officers.
 <PAGE>
                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)


       (e)  Business experience

       Robert  L.  Hechler is also President,  Chief Executive Officer and a
       Director  of  Waddell  & Reed,  Inc.  and President and  Director  of
       Waddell  & Reed Services Company.   He has been employed by Waddell &
       Reed  Services  Company and affiliated companies since December  1977
       and  has also been a Vice President of each Fund in the United  Group
       of Mutual Funds,  TMK/United Funds,  Inc.,  and Waddell & Reed Funds,
       Inc.  since December 1977.  Mr. Hechler holds a B.S.  (1958) from the
       University  of Illinois and an M.B.A.  (1967) from the University  of
       Chicago.

       Michael  D.  Strohm  is also Senior Vice President and Controller  of
       Waddell & Reed, Inc. He has been employed by Waddell & Reed, Inc. and
       affiliated companies since June 1972.  Mr. Strohm holds a B.S. (1973)
       and an M.B.A. (1979) from Rockhurst College.

       Sharon K. Pappas is also Senior Vice President, Secretary and General
       Counsel of Waddell & Reed,  Inc.   She has been employed by Waddell &
       Reed, Inc. and affiliated companies since July 1989 and has also been
       Secretary  of  each Fund in the United Group of  Mutual  Funds,  TMK,
       United  Funds,  Inc.,  and Waddell & Reed Funds,  Inc.  since January
       1990,  and Vice President of these Funds since December,  1992.   Ms.
       Pappas  holds a B.S.  (1981) from Kansas State University and a  J.D.
       (1984) from the University of Kansas School of Law.

       David  R.  Burford is also Assistant Secretary and Associate  General
       Counsel  of Waddell & Reed,  Inc.   He has been employed by Waddell &
       Reed,  Inc. and affiliated companies since May 1985 and has also been
       Assistant  Secretary of each Fund in the United Group of Mutual Funds
       since  February  1987.   Mr.  Burford holds a B.S.  (1979)  from  the
       University of Missouri and a J.D.  (1982) from Duke University School
       of Law.

 <PAGE>
                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)


       (f)  Involvement in certain legal proceedings

       The  Partnership  is not aware of any legal proceedings  against  any
       Director  or Executive Officer of the Corporate General Partner which
       may  be important for the evaluation of any such person's ability and
       integrity.

       Item 11.  Executive Compensation

       (a),  (b),  (c),  (d),  and  (e):   The Officers and Directors of the
       General Partner receive no current or proposed direct remuneration in
       such capacities,  pursuant to any standard arrangements or otherwise,
       from the Partnership.   In addition, the Partnership has not paid and
       does  not  propose  to pay any options,  warrants or  rights  to  the
       Officers  and  Directors of the Corporate  General  Partners.   There
       exists  no  remuneration  plan  or arrangement with  any  Officer  or
       Director  of  the  General Partner resulting  from  the  resignation,
       retirement  or  any other termination.   See Note 3 of the  Notes  to
       Financial  Statements  included  in  Item  8 of  this  report  for  a
       description  of  the  remuneration  paid by the  Partnership  to  the
       General Partner and its affiliates during 1996, 1995 and 1994.


       Item  12.   Security  Ownership  of Certain Beneficial  Owners  and
       Management.

       By  virtue  of  its  organization  as  a  limited  partnership,   the
       Partnership  has  outstanding  no securities  possessing  traditional
       voting  rights.   However,  as  provided for in Section 13.2  of  the
       Agreement  of  Limited  Partnership  (subject  to  Section  13.3),  a
       majority  in interest of the Limited Partners have voting rights with
       respect to:

       1.  Amendment of the Limited Partnership Agreement;

       2.  Termination of the Partnership;

       3.  Removal of the General Partner; and

       4.  Approval or disapproval of  the sale  of  substantially  all  the
           assets of the Partnership.

       No   person  or  group  is  known  by  the  General  Partner  to  own
       beneficially  more  than 5% of the Partnership's  62,840  outstanding
       Limited Partnership Units as of December 31, 1996.

       <PAGE>
                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)

       By  virtue  of  its  organization  as  a  limited  partnership,   the
       Partnership  has no Officers or Directors.   Employees of the General
       Partners   and  securities  representatives  of  its  affiliates  may
       purchase Units for a net price of $460 per unit,  and the Partnership
       incurs  no  obligation  to pay any sales commission with  respect  to
       those sales.

       Item 13.  Certain Relationships and Related Transactions.

       (a), (b), and (c):  The General Partner of the Partnership is Waddell
       &  Reed Leasing,  Inc.   The identification of the General  Partners'
       Directors  and  Executive  Officers is indicated in Item 10  of  this
       report.    The  Partnership  was  not  involved  in  any  transaction
       involving  any  of these Directors or Officers of the Corporation  or
       any member of the immediate family of these individuals,  nor did any
       of  these persons provide services to the Partnership for which  they
       received direct or indirect remuneration.  Similarly, there exists no
       business   relationship  between  the  Partnership  and  any  of  the
       Directors or Officers of the Corporate General partners, nor were any
       of the individuals indebted to the Partnership.

       Waddell & Reed,  Inc.  acted as dealer-manager in connection with the
       offering  of units by the Partnership during the years ended December
       31,  1989  and  1988 and the period ended  December  31,  1987.   The
       dealer-manager  was  entitled  to receive commissions  in  connection
       therewith  from the Partnership.   Amounts paid or accrued for  these
       commissions during the years ended December 31, 1989 and 1988 totaled
       $914,920 and $1,570,960, respectively.

       Waddell & Reed Leasing,  Inc. incurred certain expenses in connection
       with  the  organization of the Partnership,  including preparing  the
       Partnership  for qualification under the federal and state securities
       laws  and  subsequently  offering and distributing the Units  to  the
       public.   Included  in these organizational and offering expenses are
       legal,  accounting, printing costs, filing and qualification fees and
       disbursements  necessary for the organization of the Partnership  and
       the registration and marketing of the Units of Partnership interests.
       The General Partner was reimbursed an amount equal to up to 4% of the
       gross  proceeds of the Partnership's offering for organizational  and
       offering expenses.   Waddell & Reed, Inc. marketed the Units and will
       provide  all  administrative  functions of the Partnership  and  will
       supply  substantially all of the General Partner's capital resources.
       In  consideration of the services and capital commitments provided by
       Waddell & Reed,  Inc., they received 2% of the 4% of the offering and
       organizational  expenses received by the General Partner.   Waddell &
       Reed  Leasing,  Inc.  was  reimbursed  those costs in the  amount  of
       $460,960  and $795,840 during the years ended December 31,  1989  and
       1988, respectively.
 <PAGE>

                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)


       The General Partner has the responsibility for acquiring,  financing,
       leasing  and selling of equipment for the Partnership.   The  General
       Partner  received an acquisition fee of 4.75% for acquiring equipment
       to  be  purchased  for  the Partnerships  portfolio  and  receives  a
       management  fee  equal  to 5% of gross lease  rentals  collected  for
       managing  the  leasing and financing of the Partnership's  equipment.
       BOT  Financial Corporation proposes equipment  acquisitions,  leasing
       transactions,   financing  and  refinancing  transactions,  and  sale
       transactions  for  the  Partnership,   and  oversees  the  operation,
       management  and  use of the equipment.  BOT will receives 60% of  the
       acquisition  fee amount,  40% of all equipment management fee amounts
       and  100% of all subordinated remarketing fee amounts,  respectively,
       received by the General Partner from the Partnership,  and 40% of all
       cash  distributed  by the Partnership to the General Partner  as  its
       distributive share of such cash.  During the years ended December 31,
       1996, 1995 and 1994, the Partnership incurred no acquisition fees and
       paid or accrued management fees of $40,410, $94,138, and $138,472, to
       the General Partner.
       <PAGE>
                      Pershing Lease Income Limited Partnership
                           (A Missouri Limited Partnership)


                                      Part IV



       Item 14.  Exhibits, Financial Statement Schedules, and Reports on
                 Form 8-K

                                 Table of Contents

            (a) 1.  Financial Statements:                         Page

                Report of the Independent Auditors'                    10
                Balance Sheets - December 31, 1996 and 1995            11
                Statements of Operations-For the Years Ended
                  December 31, 1996, 1995 and 1994                     12
                Statements of Partners' Equity - For the Years
                  Ended December 31, 1996, 1995 and 1994               13
                Statements of Cash Flows - For the Years Ended
                  December 31, 1996, 1995 and 1994                     14
                Notes to Financial Statements:                      15-17

                2.  Exhibit Index

                All  other  schedules are omitted as the information is  not
       applicable  or  is  included in the financial statements  or  related
       footnotes.

       Exhibit                                        Page Number or
       Numbers           Description            Incorporation by Reference
         4.    Amended Agreement of Limited Partnership                  *

             *Included  with Amendment No.  1 to Form S-1,  Registration No.
              33-19038, filed with the Securities and Commission on February
              11, 1988.


       (b) Reports on Form 8-K

           None.

        <PAGE>
                     Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)



       Pursuant  to the requirements of the Securities Exchange Act of 1934,
       the registrant has duly caused this report to be signed on its behalf
       by the undersigned, thereunto duly authorized.


                     PERSHING LEASE INCOME LIMITED PARTNERSHIP
                                    (Registrant)




                                By: /s/ Michael D. Strohm
                                    Michael D. Strohm, Executive Vice
                                    President and Assistant Treasurer
                                    of the General Partner

                                Date:     March 4, 1997