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

                                  FORM 10-QSB

                             ---------------------
                                                         
                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                                                     
                             ---------------------

               For the quarterly period ended September 30, 1996

                        Commission File Number 33-24159


              Medical Equipment Income Fund, Limited Partnership
          -----------------------------------------------------------
          (Name of small business issuer as specified in its charter)

         Connecticut                                   13-3471888              
-------------------------------                     ------------------
(State or other jurisdiction of                     (I.R.S. Employer 
incorporation or organization)                      Identification No.)


         One Whitehall Street, Suite 1500, New York, New York   10004
         ------------------------------------------------------------
                    (Address of principal executive office)

                                (212) 859-0200
                          ---------------------------
                          (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve months (or for 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:
      -----       

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                                    PART I

Item 1.  Financial Statements

           Statement of Financial Condition as of September 30, 1996         3
         
           Statements of Operations for the quarters ended September 30, 
                  1996, and September 30, 1995                               4
          
           Statements of Operations for the nine months ended September 30, 
                  1996, and September 30, 1995                               5
       
           Statement of Changes in Partnership Capital for the nine months 
                  ended September 30, 1996, and September 30, 1995           6
           
           Statements of Cash Flows for the nine months ended
                  September 30, 1996 and September 30, 1995                  7
         
           Notes to Financial Statements                                     8


                                       2

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              MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
                       STATEMENT OF FINANCIAL CONDITION
                           AS OF September 30, 1996


                                    Assets
                                    ------
Cash and Cash Equivalents (Note A)                                   $ 790,644
Net Investment in Direct Financing Leases (Note C)                     170,397
Other Assets (Note B)                                                   25,194
                                                                    ----------
Total Assets                                                        $  986,235
                                                                    ==========

                       Liabilities and Partners' Capital
                       ---------------------------------   
LIABILITIES:
     
     Accrued expenses and other liabilities                             38,983
                                                                   -----------
Total Liabilities                                                       38,983
                                                                   -----------

PARTNERS' CAPITAL:  (Note G)                                                  
     General Partner (30 Units)                                       (144,116)
     Limited Partners (7,106.92 Units)                               1,091,368
                                                                   -----------
Total Partners' Capital                                                947,252
                                                                   -----------

Total Liabilities and Partners' Capital                             $  986,235
                                                                   ===========

        The accompanying notes are an integral part of these statements

                                       3

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              MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
                            STATEMENT OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                       September 30, 1996, AND September 30, 1995

                                                           1996         1995
                                                           ----         ---- 
REVENUES:
     Leasing                                            $   5,977     $ 95,690
     Interest Income                                       10,577        6,072
                                                        ---------     --------
Total Revenues                                             16,554      101,762

EXPENSES:
     Interest Expense                                           0        2,707
     Depreciation & Amortization                                0        1,633
     Professional Fees                                      9,000        8,750
     Equipment Management Fees (Note B)                        570       2,889
     Loss on Sale of Equipment                                   0     268,651
     Other Expenses                                         (2,192)        762
                                                        ---------     --------

Total Expenses                                               7,378     285,392
                                                        ---------     --------

Net Income (Loss)                                       $   9,176    $(183,630)
                                                        =========     ========
Net Income per unit, based on the daily weighted
average number of units outstanding:
Limited Partner Units (7,151.92, 7,196.716)             $    1.22     $ (24.24)
                                                        =========     ========

       The accompanying notes are an integral part of these statements.

                                        4
                              
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              MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
                            STATEMENT OF OPERATIONS
                           FOR THE NINE MONTHS ENDED
                                       
                  September 30, 1996, AND September 30, 1995

                                                           1996         1995
                                                           ----         ---- 
REVENUES:
     Leasing                                            $  20,644     $192,460
     Interest Income                                       30,200       52,528
                                                        ---------     --------
Total Revenues                                             50,844      244,988

EXPENSES:
     Interest Expense                                           0       13,587
     Depreciation & Amortization                                0       40,362
     Professional Fees                                     26,500       26,250
     Equipment Management Fees (Note B)                     1,710       12,196
     Loss on Sale of Equipment                                  0      268,651
     Other Expenses                                         4,628       12,609
                                                        ---------     --------

Total Expenses                                             32,838      373,655
                                                        ---------     --------
Net Income                                              $  18,006    $(128,667)
                                                        =========     ========
Net Income per unit, based on the daily weighted
average number of units outstanding:
Limited Partner Units (7151.92, 7,175.53)               $   2.39      $(17.03)
                                                        =========     ========

       The accompanying notes are an integral part of these statements.

                                         5

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                 MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
                     STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
                              FOR THE NINE MONTHS ENDED
                       September 30, 1996, AND September 30, 1995

                                  General         Limited               
                                  Partner         Partners         Total
                                  -------         --------         -----

Balance, December 31, 1994      $(144,074)      $3,244,888      $ 3,100,814

Redemption of units                     0          (14,868)         (14,868)

Distribution to Partners                0       (1,901,180)      (1,901,180)

Net Loss for the Period            (6,433)        (122,236)        (128,669)
                                ---------       ----------       ----------

Balance, September 30, 1995     $(150,507)      $1,206,604       $ 1,056,097
                                =========       ==========       ==========

Balance, December 31, 1995      $(145,016)      $1,252,360       $1,107,344 


Distribution to Partners               --         (178,098)        (178,098)

Net Income for the Period             900           17,106           18,006
                                ---------       ----------       ----------

Balance, September 30, 1996     $(144,116)      $ 1,091,368       $  947,252
                                =========       ==========       ==========

       The accompanying notes are an integral part of these statements.

                                       6

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              MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
                           FOR THE NINE MONTHS ENDED
                      September 30, 1996, AND September 30, 1995

                                                            1996           1995
                                                            ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income                                       $    18,006      $(128,669)
    Adjustments to reconcile net income to net cash
    provided by (used in) operating expenses:
       Depreciation and amortization                           0         40,362
       Decrease (increase) in other assets               298,895         (3,313)
       (Decrease) in accrued expenses                    (30,277)      ( 23,092)
       Amortization of unearned interest                 (20,644)      ( 56,055)
                                                      ----------     ----------

    Total adjustments                                    247,974       ( 42,098)
                                                      ----------     ----------
    NET CASH PROVIDED BY (USED IN) OPERATING 
       ACTIVITIES                                        265,980       (170,767)
                                                      ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:                            
    Collection of net investment in direct 
      financing leases                                    86,861        385,218
    (Decrease in net sales tax payable                   ( 1,158)       (17,988)
    Loss on sale of equipment                                  0        305,651

    NET CASH PROVIDED BY (USED IN) INVESTING 
       ACTIVITIES                                         85,703        672,881
                                                      ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash paid on notes payable                                 0       (168,555)
    Partners capital redemption                                         (14,868)
    Distributions paid to partners                      (178,099)    (2,061,347)
                                                      ----------     ----------
    NET CASH PROVIDED BY (USED IN) 
       FINANCING ACTIVITIES                             (178,099)    (2,244,770)
                                                      ----------     ----------

NET INCREASE/(DECREASE) IN 
    CASH EQUIVALENTS                                     173,584     (1,742,656)
CASH EQUIVALENTS, Beginning of Period                    617,060      2,308,284 
CASH EQUIVALENTS, End of Period                       $  790,644     $  565,628
                                                      ==========     ==========

        The accompanying notes are an integral part of these statements

                                      7

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              MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS


NOTE A    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

1. Business

MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP (the "Partnership"), is a
Connecticut limited partnership organized in September 1988.  The Partnership
was formed to acquire and lease equipment under operating or direct financing
leases with terms of two to eight years, concentrating in medical and
telecommunications equipment.  Vision Limited Partnership is the General
Partner.  Leases are with medical groups principally located in the Northeast
region of the United States.  The Partnership commenced its operations in
September 1989.

2. Lease and Revenue Recognition

The Partnership leases equipment under direct financing lease terms.

Lease transactions that meet the relevant accounting criteria for treatment as
direct financing leases are recognized on the date the equipment is accepted
and, at that time, the Partnership records a gross receivable, net of unearned
income.  Unearned income represents the excess of gross receivables over
equipment costs and is recorded as revenue over the term of the lease, based on
the interest method.  The leases has an original term. Residual values are not
material.

Under the remaining lease agreement the Partnership retains title to the
equipment.  The lessee bears the cost to maintain and insure the asset.  At the
end of the lease, the lessee has the option of purchasing the asset at fair
market value, continuing the lease for an additional period of time, or
returning the asset.

3. Income Taxes

The Partnership is not subject to income taxes.  The net income or loss of the
Partnership is reportable by each of the partners, as to their distributive
share.

NOTE B - RELATED PARTY TRANSACTIONS

The General Partner acts in the capacity of equipment manager of the Partnership
During the nine months ended September 30, 1996 and 1995, the General Partner
earned fees, which are included in "equipment management fees" in the financial
statements, as follows:

                                               1996        1995
                                               ----        ----
       Equipment management fee, net           1,710       6,098


NOTE C - NET INVESTMENT IN DIRECT FINANCING LEASES

Net investment in direct financing leases as of September 30, 1996, consists of:

       Minimum lease payments receivable            $180,500
       Unearned income                               (10,103)
                                                    --------
       Net investment in direct financing leases    $170,397
                                                    ========

Equipment financed under direct financing leases is primarily medical diagnostic
equipment.

Minimum lease payments, under direct financing leases due, are to be received as
follows:
                          1996                    76,000
                          1997                   104,500
                                               ---------
                                                $180,500

NOTE D -  OFF-LEASE EQUIPMENT

There was no off-lease equipment  held as of September 30, 1996.


                                       8

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NOTE E - PARTNERSHIP AGREEMENT

The Partnership's profits and losses are generally allocated five percent to the
general partner and ninety-five percent to the limited partners and can change
upon certain returns on the Partnership capital balance.

The Partnership may make certain qualified redemptions, including redemptions of
units upon the death of a limited partner.  No more than 10% of the outstanding
units may be redeemed in any one year and no more than 25% of the outstanding
units may be redeemed over the life of the Partnership.

The Partnership Agreement requires that the Partnership be terminated no later
than December 31, 2010, or earlier, at the occurrence of certain events as
defined in the Agreement.

NOTE F - MAJOR CUSTOMERS

The majority of the Partnership's customers are located in the northeastern
United States.  Customers providing at least 10% of the lease revenue of the
Partnership for the nine months ended September 30, 1996, and September 30,
1995, were as follows:
                                        1996         1995
                                        ----         ----

       Mary Immaculate Hospital            -        53.22%

       East Bergen Services Group      100.00%      46.63%

                                      9

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ITEM 2.                  MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended September 30, 1996 and 1995, leasing revenues 
totalled $20,644 and $192,460,  respectively, and interest income totalled 
$30,200  and $ 52,528, respectively. 

Leasing revenues, which include base rentals paid by lessees  of medical
equipment, decreased in 1996 primarily because of the reduction   in outstanding
leased medical equipment.  In addition, due to the requirements of FASB 13,
revenue is recognized for direct financing leases in a manner which reduces book
income incrementally, relative to a constant lease payment stream.  As a result,
reported leasing revenues continue to decrease as the remaining lease matures or
as equipment is sold off.  Interest income was earned on funds not invested in
equipment.  The decrease in interest income for the nine month period ended
September 30, 1996, as compared with the same period in 1995, is due primarily
to the decreased amount of cash and cash equivalents held by the Partnership
during 1996.

Net income for the nine months ended September 30, 1996, was $ 18,006 or $ 2.39
per Limited Partner unit as compared with a net loss of $ 128,667 or $(17.03)
per Limited Partner unit for the nine months ended September 30, 1995. The
decrease in leasing revenues was partially offset by reductions in the related
expense items of depreciation interest expense, and equipment management fees.

The Partnership's primary source of funds for the nine months ended September
30, 1996 and 1995,  was the Partnership's interest revenue.

Proceeds received from the sale of equipment generally will be distributed to
the partners based on their pro-rata unit holdings. Distributions in the amount
of $ 175,773 were made during the nine month period ended September 30, 1996. 

The General partner anticipates that funds from operations in the remainder of
1996 will be adequate to cover operating expenses.

                                      10

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                      PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

The Partnership is not aware of any pending legal proceedings or contemplated
governmental proceedings to which it is a party or to which any of its assets
are subject.

Item 2.  Changes in Securities

None.

Item 3.  Defaults upon Senior Securities

None

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

There were no matters submitted to a vote of security holders during the quarter
ended September 30, 1996.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

        a. Exhibits 

        No exhibits are required to be filed with this report.

        b. Reports on Form 8-K

        There were no reports on Form 8-K filed by the Partnership during the
        quarter ended September 30, 1996.

                                      11

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                                   SIGNATURE


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  November 20, 1996

MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP

By:  Vision Limited Partnership, General Partner

By:  Vision Capital Management, Inc., General Partner



By:    Howard Rothman                                   
       -----------------------------------   
       Howard M. Rothman, Executive Vice President,
       Chief Operating Officer, Secretary, and
       Director




       Eric Gaffin                                       
       -----------------------------------   
       Eric Gaffin, Acting Controller

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