UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                    FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended SEPTEMBER 30, 1997
                                                ------------------

     Commission File Number: 0-18201
                             -------  


                               EQUIVEST FINANCE, INC.
                               ----------------------
               (Exact name of Registrant as specified in its charter)

     Florida                                                59-2346270
     -------                                                ----------
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     Incorporation or organization)

     2 CLINTON SQUARE, SYRACUSE, NEW YORK                       13202
     ------------------------------------                       -----
     (Address of principal executive offices)              (Zip code)

     Registrant's telephone number, including area code:  (315) 422-9088

     Securities registered pursuant to Section 12(b) of the Act:  None

     Indicate by check mark whether the Company (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 for such shorter period
     that the Company was required to file such reports) and (2) has been
     subject to such filing requirements for the past 90 days.  Yes  X  No 
                                                                    ---   ---
     As of August 31, 1997, 9,484,847 shares of common stock of Equivest
     Finance, Inc. were outstanding.
<PAGE>
                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    FORM 10-QSB

                          QUARTER ENDED SEPTEMBER 30, 1997

                                       INDEX
     PART I        FINANCIAL STATEMENTS                                  PAGE
     
          Item 1.  Financial Statements                                   3
                     Consolidated Financial Information:
                           Consolidated Balance Sheets - September        3
                           30, 1997(unaudited) and December 31, 1996
                           Unaudited Consolidated Income Statements       4
                           - Three Months Ended September 30, 1997
                           and 1996                                       
                           Unaudited Consolidated Income Statements       5
                           - Nine Months Ended September 30, 1997         
                           and 1996
                           Unaudited Consolidated Statement of            6
                           Equity Accounts
                           Unaudited Consolidated Statements of Cash      7
                           Flows - Nine Months Ended September 30,
                           1997 and 1996
                           Notes to Interim Consolidated Financial        8
                           Information

          Item 2.  Management's Discussion and Analysis of                10
                   Financial Condition and Results of Operations

     PART II       OTHER INFORMATION

          Item 1.  Legal Proceedings                                      15

          Item 2.  Changes in Securities                                  15

          Item 3.  Defaults Upon Senior Securities                        16
                   Submission of Matters to a Vote of Security            16

          Item 4.  Holders

          Item 5.  Other Information                                      16

          Item 6.  Exhibits and Reports on Form 8-K                       17

     SIGNATURES
     
<PAGE>
                           PART I - FINANCIAL STATEMENTS
                            Item 1. Financial Statements

                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEET


     <TABLE>
     <CAPTION>

     ASSETS                                                                   (Unaudited)
     ---------------------                                                 September 30, 1997               December 31, 1996
                                                                    -------------------------------   -----------------------------
     <S>                                                                  <C>                               <C>
     Cash                                                                     $2,452,676                       $4,037,201
                                                                               ----------                      ----------
     Receivables:
             Accounts Receivable                                                6,366,620                       6,234,491
             Notes and advance receivable                                      96,449,182                      90,307,500
             Less allowance for doubtful receivables                           (2,204,182)                     (1,979,182)
                                                                              -----------                     -----------
                                                                              100,611,620                      94,562,809
                                                                              -----------                    ------------ 
             Accounts receivable - related parties                                737,745                         671,411
             Notes receivable - related party                                   5,292,696                       7,537,968
                                                                             ------------                    ------------
             Total Receivables                                                106,642,061                     102,772,188
                                                                             ------------                    ------------
     Deferred financing costs, net                                              3,970,540                       3,859,554
     Cash - restricted                                                          1,181,108                       1,128,773
     Accrued interest receivable                                                  460,175                         425,471
     Deferred taxes                                                               914,536                         824,536
     Other Assets                                                                 142,272                         156,084
                                                                             ------------                    ------------ 
                                                                             $115,763,368                    $113,203,807
                                                                             ============                    ============  

     LIABILITIES AND STOCKHOLDER'S EQUITY
     ------------------------------------
     Liabilities:
             Accounts Payable and Other Liabilities:
              Accounts payable                                                   $432,029                        $715,698
              Accounts payable - related parties                                  682,374                         680,842
              Accrued expenses and other liabilities                            1,033,065                         994,788
                                                                              -----------                     -----------
                Total Accounts Payable and Other Liabilities                    2,147,468                       2,391,328
                                                                              -----------                     -----------
             Notes payable                                                     82,059,741                      82,942,196
             Notes payable - related parties                                   25,256,118                      23,803,257
                                                                              -----------                     ----------- 
                                                                              109,463,327                     109,136,781
                                                                              -----------                     -----------
     12.5% REDEEMABLE CONVERTIBLE PREFERRED STOCK
             $3 par value; 1,000,000 shares authorized, 9,915
             shares issued and outstanding                                        29,745                          29,745

                                            See Accompanying Notes To Consolidated Financial Statements.
<PAGE>
     PREFERRED AND COMMON STOCK AND OTHER CAPITAL
             Cumulative Redeemable Preferred Stock--Series 2 Class
              A, $3 par value;  15,000 shares authorized, 10,000
              shares issued and outstanding                                         30,000                          30,000
             Cumulative Convertible Preferred Stock--Series 2,
              $3 par value; 3,000 shares authorized, issued and
              outstanding                                                          9,000                            9,000
             Common Stock, $.05 par value; 10,000,000 shares
              authorized, 9,484,847 shares issued and outstanding                 474,243                          474,243
             Additional paid-in capital                                        6,330,956                        6,330,956
             Retained earnings (deficit)                                        (573,903)                      (2,806,918)
                                                                            -------------                    ------------
                                                                               6,270,296                        4,037,281
                                                                            ------------                     ------------
                                                                            $115,763,368                     $113,203,807
                                                                            ============                     ============

                                             See Accompanying Notes To Consolidated Financial Statements.
     </TABLE>
<PAGE>
                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    (UNAUDITED)
                          CONSOLIDATED STATEMENT OF INCOME

     <TABLE>
     <CAPTION>
                                                                                            3 Months Ended September 30,
                                                                                  -------------------------------------------------
                                                                                            1997                     1996
                                                                                  -----------------------  ------------------------ 
     <S>                                                                             <C>                      <C>
     Revenues:
             Interest                                                                     $  3,692,404             $ 3,148,023
             Gain on Sales of Contracts                                                            -0-                 184,657
             Other Income                                                                      191,726                 115,313
                                                                                             ------------          ------------
                                                                                             3,884,130               3,447,993
                                                                                             ------------          ------------
     Costs and Expenses:
             Provision for doubtful receivables                                                225,000                 131,075
             Interest                                                                        2,024,534               2,104,269
             Debt related costs including amortization of financing costs                      270,566                 171,016
             Selling, general and administrative                                               731,543                 779,259
                                                                                             ------------          ------------
                                                                                             3,251,643               3,185,619
                                                                                             ------------          ------------
     Income Before Provision for Taxes                                                         632,487                 262,374
     Provision for Income Taxes
             Current                                                                            90,000                  40,000
             Deferred                                                                          (90,000)                (36,000)
                                                                                             ------------          ------------
              Total Provision for Taxes                                                            -0-                   4,000
                                                                                             ------------          ------------
     Net Income                                                                           $    632,487             $   258,374
                                                                                             ============          ============
     Earnings Per Common Shares
             Weighted average shares outstanding                                             9,512,708               9,512,708
             Fully diluted average shares outstanding                                       17,012,708              17,012,708
             Net income                                                                   $    632,487             $   258,374
             Preferred stock dividend requirement                                             (196,429)            $  (152,597)
                                                                                             ------------          ------------
             Net income after preferred stock dividends                                   $    436,058             $   105,777
                                                                                             ============          ============
             Primary earnings per share                                                   $       0.05             $      0.01
                                                                                             ============          ============
             Fully diluted earnings per share                                             $       0.03             $      0.01
                                                                                             ============          ============
                                              See Accompanying Notes To Consolidated Financial Statements.
     </TABLE>
<PAGE>
                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    (UNAUDITED)
                          CONSOLIDATED STATEMENT OF INCOME

     <TABLE>
     <CAPTION>
                                                                                            9 Months Ended September 30,
                                                                                  -------------------------------------------------
                                                                                            1997                     1996
                                                                                  -----------------------  ----------------------- 
     <S>                                                                          <C>                      <C>
     Revenues:
             Interest                                                                  $ 11,066,633             $ 9,455,132
             Gain on Sales of Contracts                                                      29,689                 383,419
             Other Income                                                                   497,959                 660,183
                                                                                         ------------            ----------
                                                                                         11,534,281              10,498,734
                                                                                         ------------            ----------
     Costs and Expenses:
             Provision for doubtful receivables                                             225,000                 162,719
             Interest                                                                     6,301,626               5,977,240
             Debt related costs including amortization of financing costs                   768,977                 509,381
             Selling, general and administrative                                          1,825,663               2,537,189
                                                                                         ----------              ----------
                                                                                          9,121,266               9,275,529
                                                                                         ----------              ----------
     Income Before Provision for Taxes                                                    2,413,015               1,223,205
     Provision for Income Taxes
             Current                                                                        270,000                 133,000
             Deferred                                                                       (90,000)                    -0-
                                                                                         ----------              ---------- 
             Total Provision for Taxes                                                      180,000                 133,000
                                                                                         ----------              ----------
     Net Income                                                                         $ 2,233,015             $ 1,090,205
                                                                                         ==========              ==========

     Earnings Per Common Shares
             Weighted average shares outstanding                                          9,512,708               9,512,708
             Fully diluted average shares outstanding                                    17,012,708              17,012,708
             Net income                                                                $  2,233,015             $ 1,090,205
             Preferred stock dividend requirement                                          (565,289)            $  (377,789)
                                                                                        -----------              ---------- 
             Net income after preferred stock dividends                                $  1,667,726             $   712,416
                                                                                        ===========              ==========
             Primary earnings per share                                                $       0.18             $      0.07
                                                                                        ============             ==========
             Fully diluted earnings per share                                          $       0.10             $      0.04
                                                                                        ============             ==========
                                              See Accompanying Notes To Consolidated Financial Statements.
     </TABLE>
<PAGE>
                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    (UNAUDITED)
                     CONSOLIDATED STATEMENT OF EQUITY ACCOUNTS

     <TABLE>
     <CAPTION>
                                                                                   Redeemable
                                                                    Additional      Preferred       Convertible      Retained
                                               Common      Stock      Paid in    Stock-Series 2      Preferred       Earnings
                                   Total       Shares      Amount     Capital        Class A      Stock-Series 2     (Deficit)
                                -----------  ----------  ---------  -----------   -------------   --------------    ------------
<S>                            <C>          <C>         <C>        <C>           <C>             <C>               <C>

Balances at December 31, 1996   $ 4,037,281   9,484,847  $ 474,243  $ 6,330,956   $  30,000       $  9,000          $(2,806,918)

Net Income                        2,233,015                                                                           2,233,015
                                 ----------   ---------   --------   ----------      -------       --------          ----------  

Balances at September 30, 1997  $ 6,270,296   9,484,847  $ 474,243    6,330,956    $ 30,000       $  9,000          $  (573,903)
                                 ==========   =========   ========   ===========     =======       ========           ==========

                                              See Accompanying Notes To Consolidated Financial Statements.
</TABLE>
<PAGE>
                      EQUIVEST FINANCE, INC. AND SUBSIDIARIES
                                    (UNAUDITED)
                       CONSOLIDATED  STATEMENTS OF CASH FLOW
     <TABLE>
     <CAPTION>
                                                                                           9 months Ended September 30,
                                                                                  -------------------------------------------------
                                                                                            1997                     1996
                                                                                  -----------------------  -----------------------
     <S>                                                                          <C>                       <C>
     CASH FLOWS USED IN OPERATING ACTIVITIES
             Net Income                                                                    $ 2,233,015             $ 1,090,205
             Adjustments to reconcile net income to net cash used in operating
              activities:
                Depreciation and amortization                                                  753,925                 463,363
                Provision for doubtful receivables                                             225,000                 162,719
                Provision for deferred taxes                                                   (90,000)                    -0-
                Gains on sales of contracts                                                     29,689                 383,419
                Changes in assets and liabilities:
                  Increase decrease in other assets                                           (885,804)                119,496
                  Increase in accounts receivable - related parties                            (66,334)               (452,061)
                  Increase in restricted cash                                                  (52,335)             (1,022,869)
                  Decrease in accounts payable, cash overdraft and accrued
                    expenses                                                                  (242,390)               (746,712)
                  Increase (decrease) in accounts payable--related parties                       1,532                (849,120)
                                                                                             ---------               ---------  
                    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                      1,903,298                (851,560)

     CASH FLOWS USED IN INVESTING ACTIVITIES
             Proceeds from sales of contracts                                                      -0-               6,927,972
             Increase in receivables, net                                                  (12,849,468)            (13,800,541)
                                                                                           -----------             -----------
                    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    (12,849,468)             (6,872,569)

     CASH FLOWS FROM FINANCING ACTIVITIES
             Payments on loans payable--related party                                              -0-              (6,687,532)
             Payments on notes receivable--related party                                     8,791,239                     -0-
             Proceeds on loans payable--related party                                        1,452,861                     -0-
             Proceeds from recourse notes payable                                            7,334,812              12,731,135
             Payments on recourse notes payable                                             (9,266,832)            (15,114,865)
             Proceeds from non-recourse notes payable                                       16,258,116              27,770,848
             Payments on non-recourse notes payable                                        (15,208,551)            (11,120,285)
                                                                                           -----------             -----------
             NET CASH PROVIDED BY FINANCING ACTIVITIES                                       9,361,645               7,579,301
                                                                                           -----------              ----------
                  INCREASE (DECREASE) IN CASH                                               (1,584,525)               (144,828)
                                                                                             -----------            ---------- 
     Cash at beginning of period                                                             4,037,201               1,302,934
                                                                                             -----------            ----------
                  CASH AT END OF PERIOD                                                    $ 2,452,676             $ 1,158,106
                                                                                           ===========              ==========
                                              See Accompanying Notes To Consolidated Financial Statements.
     </TABLE>
<PAGE>
                               EQUIVEST FINANCE, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     A.   Basis of Presentation

          The accompanying consolidated interim financial statements as of
     September 30, 1997 and for the nine-month period ended September 30,
     1997 have been prepared in accordance with generally accepted accounting
     principles for interim financial information and with the instructions
     to Form 10-QSB and Rule 10-01 of Regulation S-X.  Accordingly, they do
     not include all of the information and footnotes required by generally
     accepted accounting principles for complete financial statements.  In
     the opinion of management, all adjustments (consisting of normal
     accruals) considered necessary for a fair presentation have been
     included.  Operating results for the nine-month period ended September
     30, 1997, are not necessarily indicative of the results expected for the
     year ended December 31, 1997.  For further information, please refer to
     the consolidated financial statements and footnotes thereto included in
     Equivest Finance, Inc.'s (the "Company") Form 10-KSB for the period
     ended December 31, 1996.

          The accompanying consolidated financial statements include the
     accounts of the Company and its subsidiaries, Equivest Capital Funding,
     Inc., and Resort Funding, Inc. ("Resort Funding") and its subsidiary,
     BFICP Corporation.  All significant intercompany balances and
     transactions have been eliminated in consolidation.  

          The preparation of these financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosures of contingent assets and liabilities at the
     date of the financial statements, and the reported amounts of revenues
     and costs and expenses during the reporting period.  Actual results
     could differ from the Company's estimates.  

          The Company recognizes interest income on consumer financing
     contracts using the interest method over the term of the contract.  It
     recognizes interest income on outstanding resort acquisition and
     development loans when earned, based on the terms of the loan
     agreements.  The accrual of interest on an impaired loan is discontinued
     when accrued and unpaid interest, together with the loan principal
     outstanding, exceeds the loan's projected cash flow or the loan's net
     collateral value. 

          Gains on sales of contracts result from periodic non-recourse sales
     of consumer receivables. A gain is recorded to the extent the net
     proceeds exceed the net investment in the consumer receivables sold.

          Other income primarily represents fees, which are recognized as
     income when Resort Funding performs the related service.  These services
     include billing services for developers, servicing of accounts
     receivable sold under its financing facility (discontinued after April
     1996), and loan commitment, chargeback and collection fees to its resort
     developers.  
<PAGE>
          Receivables have been reduced by an allowance for doubtful
     receivables.  The allowance is an amount which management believes will
     be adequate to absorb possible losses on existing receivables.  The
     evaluation incorporates past loss experience, known and inherent risks
     in the portfolio, adverse conditions that may affect the borrower's
     ability to repay, the estimated value of underlying collateral, and
     current economic conditions.  Receivables are charged against the
     allowance when management believes that collectibility is unlikely.
     Because of uncertainties in the estimation process, it is at least
     reasonably possible that management's estimate of loan losses inherent
     in the loan portfolio and the related allowance will change in the near
     term.

          The Company follows Statement of Financial Accounting Standards No.
     114 (SFAS 114) "Accounting by Creditors for Impairment of a Loan". 
     Under SFAS 114, the allowance for doubtful receivables for loans
     identified as impaired is specifically determined using the loan's
     projected discounted cash flow or its net collateral value.  

          In July 1997, a Las Vegas, Nevada developer and customer of Resort
     Funding filed for bankruptcy court protection.  As of October 31, 1997,
     the developer had outstanding indebtedness on its acquisition and
     development loans of approximately $6 million, which loans are secured
     by first and third mortgages on the property. This amount owed includes
     principal, accrued interest, and certain other fees relating to such
     loans. Although the appraised value of this property is substantially in
     excess of the debt owed to Resort Funding, there can be no assurance
     that the bankruptcy will not affect the amount owed to Resort Funding. A
     loss by Resort Funding on this loan could have a material impact on
     Resort Funding's financial statements, and the Company.

          As of October 31, 1997, a resort property located in Hilton Head,
     South Carolina was approximately four months delinquent in payment of
     its obligations to Resort Funding under an acquisition and development
     loan agreement. As of October 31, 1997, Resort Funding was owed
     approximately $140,000 by the developer in overdue payments.  On
     November 3, 1997, Resort Funding reached an agreement with the developer
     to settle the arrears. As part of the agreement, the developer paid
     Resort Funding all past due amounts in full and remitted payment in
     advance for installments due for October, November and December, 1997.
     As additional security for future payments, the developer agreed to
     grant Resort Funding a deed in lieu of foreclosure to be held in escrow
     pending Resort Funding's receipt of all other payments as they become
     due.  The balance owed to Resort Funding under the referenced loan as of
     October 31, 1997 was approximately $3.6 million.  

          Deferred financing costs represent unamortized expenses associated
     with issuing certain debt and fees payable pursuant to certain bank
     settlement transactions described below.  Amortization of these costs is
     computed on a straight-line basis over the term of the associated debt
     and does not differ materially from that computed using the effective
     interest method.

          The Company accounts for income taxes under Statement of Financial
     Accounting Standards No. 109 (SFAS 109).  SFAS 109 is an asset and
     liability approach to accounting for deferred income taxes.  This method
     requires the recognition of deferred tax assets and liabilities for the
<PAGE>
     expected future tax consequences of events that have been recognized in
     the Company's financial statements or tax returns.  In estimating future
     tax consequences, the Company generally considers all expected future
     events other than enactments of changes in tax laws or rates.  A
     valuation allowance reduces deferred tax assets when it is more likely
     than not that some portion or all of the deferred tax assets will not be
     realized.

          Primary earnings per common share is computed by dividing net
     income, less the preferred stock dividend requirements, by the weighted
     average number of common shares and, as appropriate, common stock
     equivalents outstanding for the period.  Fully diluted earnings per
     common share assumes conversion of convertible preferred stock,
     elimination of the related preferred stock dividend requirements and the
     issuance of common stock for all other potentially dilutive equivalents
     outstanding.

          The Financial Accounting Standards Board issued several new
     pronouncements which became effective during 1997.  "Accounting for
     Transfers and Servicing of Financial Assets and Extinguishment of
     Liabilities" (SFAS 125) applies to transfers of assets after December
     31, 1996.  SFAS 125 provides accounting and reporting standards for
     transfers and servicing of financial assets and extinguishments of
     liabilities.  Those standards are based  on consistent application of a
     financial components approach that focuses on control.  Under that
     approach, after a transfer of financial assets, an entity recognizes the
     financial and servicing assets it controls and the liabilities it has
     incurred, derecognizes financial assets when control has been
     surrendered, and derecognizes liabilities when extinguished. SFAS 125
     provides consistent standards for distinguishing transfers of financial
     assets that are sales from transfers that are secured borrowings.

     Item 2. Management's Discussion and Analysis of Financial Condition and
     Results of Operations

     The Company discontinued its operations as an insurance premium
     financing company during 1995. Therefore, the following presentation and
     discussion relates to Resort Funding and its operations.


                       THREE MONTHS ENDED SEPTEMBER 30, 1997
                       -------------------------------------
     Results of Operations
     ---------------------

     Revenues increased 12.6% to $3,884,100 for the three months ended
     September 30, 1997, from $3,448,000 for the same period in 1996.  The
     increase was due primarily to an increase in interest income as a result
     of portfolio growth, interest income from notes receivable from a
     related party and higher cash balances, as well as an increase in
     commitment fees. Income before income taxes increased 141.1% to $632,500
     and net income after taxes increased 144.8% to 632,500 for the three
     months ended September 30, 1997, from $262,400 and $258,400,
     respectively, for the same period in 1996.  In both cases, the increase
     was due primarily to an increase in interest income as a result of
     growth in portfolios being held for investment and interest income from
     notes receivable from a related party.  The increase was offset in part
<PAGE>
     by an increase in debt issue costs, an addition of $225,000 to the
     provision for doubtful accounts, and a decrease on the gain of sale of
     contracts.  Resort Funding's income before taxes increased 142.9% to
     $647,900 for the three months ended September 30, 1997, compared to
     $266,800 for the same period in 1996.

     Interest Income
     ---------------

     Interest on loans increased 17.3% to $3,692,400 for the three months
     ended September 30, 1997, from $3,148,000 for the same period in 1996,
     primarily due to growth in the portfolio held for investment, income
     from notes receivable from a related party, and higher cash balances. 
     Interest on consumer notes increased 19.0% to $2,484,500 for the three
     months ended September 30, 1997, from $2,087,300  for the same period in
     1996, as a result of growth in the portfolio held for investment. The
     growth in interest income on consumer notes was augmented by $159,700 in
     interest income on notes receivable from a related party, which notes
     did not exist in the same period a year earlier. This increase in
     interest income more than offset a decrease of 5.2%, or $54,300, in
     interest received on acquisition and development loans to developers,
     due to lower than average balances outstanding compared to the same
     period in 1996.

     Gain on Sale of Contracts
     -------------------------

     Interest revenue was partially offset by a decrease of 100% on gains on
     the sale of consumer contracts, to $0 for the three months ended
     September 30, 1997, from $184,700 for the same period in 1996.  This
     decrease was caused by a portfolio purchased at a discount in 1996,
     coupled with a prohibition by Resort Funding's primary lender, ING
     (U.S.) Capital Markets, Inc. ("ING"), on sales of loans using ING's
     commercial paper facility after April 1996.

     Other Income
     ------------

     Other income increased by 66.3% to $191,700 for the three months ended
     September 30, 1997, from $115,300 for the same period in 1996, 
     primarily due to an  increase in commitment fees. 

     Provision for Doubtful Accounts
     -------------------------------

     The provision for doubtful receivables increased 71.6% to $225,000 for
     the three months  ended September 30, 1997, from $131,100 for the same
     period in 1996, as a result of an increased level in new originations. 

     Interest Expense
     ----------------

     Interest expense decreased 3.8% to $2,024,500 for the three months ended
     September 30, 1997, from $2,104,300 for the same period in 1996,
     primarily due to lower interest rates on other bank notes.  In the
     quarter comparison, average outstanding bank debt increased
     approximately 43% in 1997, but the interest expense on the related debt
<PAGE>
     decreased by 5.7% due entirely to lower interest rates on other bank
     notes. The interest expense on the ING facility increased 20.6% to
     $889,900 for the third quarter of 1997 from $737,700 for the third
     quarter of 1996, due primarily to higher outstanding balances.  Interest
     expense on other bank notes decreased 28.7% to $602,300 for the three
     months ended September 30, 1997, from $845,000 for the same period in
     1996, due to a decrease in interest rates.  The average interest rates
     on other bank notes decreased to 5.8% for the third quarter of 1997,
     from 10.3% for the same period in 1996.  The decrease in interest rates
     is entirely due to the addition of certain loans relating to the
     settlement of the claims made by several lenders (the "Banks") in the
     bankruptcy case of Bennett Funding Group, Inc. ("BFG") and its
     affiliate, Aloha Capital Corporation (collectively, the "Debtors"),
     arising out of lease-financing agreements pursuant to which the Banks
     made loans to the Debtors.  The settlements, which were approved by the
     United States Bankruptcy Court for the Northern District of New York
     (the "Bankruptcy Court"), required the Banks to make new, interest-only
     term loans to Resort Funding at favorable 1/2 to 4% interest rates (the
     "Settlement Loans"), ranging in term from 30 to 120 months, with an
     average duration of 70 months. Additional such settlements have been
     entered into from time to time with a total amount through October 31,
     1997, of approximately $22,700,000. The weighted average interest rate
     on the Settlement Loans is 2.1% compared with a rate as of September 30,
     1997 of 10.5% on the ING facility. The beneficial effect of the
     extremely low interest rates of the Settlement Loans is partially offset
     by a 3% per annum arrangement fee paid by Resort Funding to BFG, which
     fee is accounted for as a cost of debt issuance.

     Selling, General and Administrative
     -----------------------------------

     Selling, General and Administrative costs decreased 7.6% to $716,100 for
     the three months ended September 30, 1997, from $774,800 for the same
     period in 1996, primarily due to a decrease in office-related expenses.
     The decrease was slightly offset by higher outside services
     expenditures.  The results from the Company's administrative expenses
     increased by 250.0% to $15,400 for the three months ended September 30,
     1997, from $4,400 for the same period in 1996.

     Debt Issue Costs and Amortization
     ---------------------------------

     Debt issue costs and amortization increased 58.2% to $270,600 for the
     three months ended September 30, 1997, from $171,000 for the same period
     in 1996.  The increase was primarily attributable to  the amortization
     of debt issue costs for the 3% per annum arrangement fee charged by the
     bankrupt estate of BFG and other affiliated companies (the "Estate")
     relating to the Settlement Loans. Resort Funding is obligated to pay the
     arrangement fee to the Estate based on the unpaid principal balance of
     the new term loans. The increases in amortization of debt issue costs
     were offset by decreases in debt issue costs associated with other
     lenders.

<PAGE>
     Provision for Income Taxes
     --------------------------

     The provision for income taxes for the three months ended September 30,
     1997 decreased 100.0% to $0, from $4,000 for the same period in 1996. 
     The net decrease results from increased state income taxes during the
     period being offset by the deferred taxes associated with the provision
     for doubtful accounts.  The income tax provision includes the
     utilization of net operating loss carryforwards which shelter the
     Company's book income from federal income taxes.  The provision for
     income taxes for the three months ended September 30, 1996 also reflects
     the utilization of net operating loss carryforwards and the deferred tax
     provision relating to the provision for doubtful accounts.


                        NINE MONTHS ENDED SEPTEMBER 30, 1997
                        ------------------------------------
                               Results of Operations
                               ---------------------

     Revenues increased 9.9% to $11,534,300 for the nine months ended
     September 30, 1997, from $10,498,700 for the same period in 1996.  The
     increase was due primarily to an increase in interest income as a result
     of portfolio growth, interest income from notes receivable from a
     related party and higher cash balances, and an increase in commitment
     fee income.  This increase was partially offset by a one-time special
     origination fee received in the first quarter of 1996, half of which was
     discounted in the first quarter of 1997 when the asset was sold. Service
     income, interest income on acquisition and development loans, and gains
     on the sale of consumer contracts also had a negative impact on the
     overall increase in revenues.  Income before income taxes increased
     97.3% to $2,413,000 and net income after taxes increased 104.8% to
     $2,233,000 for the nine months ended September 30, 1997, from $1,223,200
     and $1,090,200, respectively, for the same period in 1996.  The increase
     was due primarily to an increase in interest income as a result of
     growth in portfolios being held for investment and decreased expenses
     resulting from the discontinuance of fees paid to an affiliate of the
     Company and administrative expenses from the Company. Resort Funding's
     income before taxes increased 62.1% to $2,515,000 for the nine months
     ended September 30, 1997 compared to $1,551,300 for the same period in
     1996.

     Interest Income
     ---------------

     Interest on loans increased 16.4% to $11,006,600 for the nine months
     ended September 30, 1997, from $9,455,100 for the same period in 1996,
     primarily due to growth in the portfolio held for investment, income
     from notes receivable from a related party, as well as higher cash
     balances.  Interest on consumer notes increased 20.0% to $7,368,800 for
     the nine months ended September 30, 1997 from $6,142,400  for the same
     period in 1996, as a result of growth in the portfolio held for
     investment. The growth in interest income on consumer notes was
     augmented by $518,700 in interest income on notes receivable from a
     related party, which notes did not exist in the same period a year
     earlier. This increase in interest income more than offset a decrease of
     11.4% or $369,800 in interest received on acquisition and development
     loans to developers, due to lower than average balances outstanding
     compared to the same period in 1996.
<PAGE>
     Gain on Sale of Contracts
     -------------------------

     Interest revenue was partially offset by a decrease of 92.3% on gains on
     the sale of consumer contracts, to $29,700 for the nine months ended
     September 30, 1997 from $383,400 for the same period in 1996.  This
     decrease was caused by a portfolio purchased at a discount in 1996
     coupled with a prohibition by Resort Funding's primary lender, ING
     (U.S.) Capital Markets, Inc. ("ING"), on sales of loans using ING's
     commercial paper facility after April 1996.

     Other Income
     ------------

     Other income decreased by 24.6% to $498,000 for the nine months ended
     September 30, 1997, from $660,200 for the same period in 1996.  The
     year-to-date decrease was primarily due to a one-time special
     origination fee received in the first quarter of 1996, half of which was
     discounted in the first quarter of 1997 when the asset was sold. Other
     income also decreased due to the elimination of service fees paid by ING
     in the first quarter of 1996.  The decrease was partially offset by an
     increase in origination fees.

     Provision for Doubtful Accounts
     -------------------------------

     The provision for doubtful receivables increased 38.3% to $225,000 for
     the nine months ended September 30, 1997, from $162,700 for the same
     period in 1996, as a result of an increase in new originations.

     Interest Expense
     ----------------

     Interest expense increased 5.4% to $6,301,600 for the nine months ended
     September 30, 1997, from $5,977,200 for the same period in 1996,
     primarily due to higher levels of borrowing (caused by ING's prohibition
     on the sales of the loans by Resort Funding) and an increase in the
     interest rate charged on the ING facility.  The interest expense on the
     ING facility increased 57.1% to $2,662,800 for nine months ending
     September 30, 1997 from $1,695,100 for same period of 1996. Interest
     expense on other bank notes decreased 25.6% to $1,985,700 for the nine
     months ended September 30, 1997, from $2,668,400 for the same period in
     1996, due to a decrease in interest rates.  The average interest rates
     on other bank notes decreased to 6.4% for the first three quarters of
     1997, from 10.3% for the same period in 1996.  The decrease in interest
     rates is due entirely to the addition of certain loans relating to the
     settlement of the claims made by several lenders (the "Banks") in the
     bankruptcy case of Bennett Funding Group, Inc. ("BFG") and its
     affiliate, Aloha Capital Corporation (collectively, the "Debtors"),
     arising out of lease-financing agreements pursuant to which the Banks
     made loans to the Debtors.  The settlements, which were approved by the
     United States Bankruptcy Court for the Northern District of New York
     (the "Bankruptcy Court"), required the Banks to make  new, interest-only
     term loans to Resort Funding at favorable 1/2 to 4% interest rates (the
     "Settlement Loans"), ranging in term from 30 to 120 months, with an
     average duration of 70 months. The weighted average interest rate on the
     Settlement Loans is 2.1% compared with a rate as of September 30, 1997
<PAGE>
     of 10.5% on the ING facility. The beneficial effect of the extremely low
     interest rates of the Settlement Loans is partially offset by a 3% per
     annum arrangement fee paid by Resort Funding to BFG, which fee is
     accounted for as a cost of debt issuance.

     Selling, General and Administrative
     -----------------------------------

     Selling, General and Administrative costs decreased 22.0% to $1,723,700
     for the nine months ended September 30, 1997, from $2,209,100 for the
     same period in 1996.  The decrease was primarily a result of the
     elimination of application, recording and processing fees paid to an
     affiliate of the Company, as well as lower office-related costs in 1997. 
     The decreases were slightly offset by higher outside services
     expenditures.  The results from the Company's administrative expenses
     decreased by 68.9% to $102,000 for the nine months ended September 30,
     1997, from $328,000 for the same period in 1996.

     Debt Issue Costs and Amortization
     ---------------------------------

     Debt issue costs and amortization increased 28.5% to $769,000 for the
     nine months ended September 30, 1997, from $598,400 for the same period
     in 1996.  The increase was primarily attributable to  the amortization
     of debt issue costs for the 3% per annum arrangement fee charged by the
     bankrupt estate of BFG and other affiliated companies (the "Estate")
     relating to the Settlement Loans. Resort Funding is obligated to pay the
     arrangement fee to the Estate based on the unpaid principal balance of
     the new term loans. The increases in amortization of debt issue costs
     were offset by decreases in debt issue costs associated with other
     lenders.

     Provision for Income Taxes
     -------------------------- 

     The provision for income taxes for the nine months ended September 30,
     1997 increased 35.3% to $180,000, from $133,000 for the same period in
     1996. The increase was primarily attributable to the provision for the
     state income taxes, since the current period tax provision includes the
     utilization of net operating loss carryforwards which shelter the
     Company's book income from federal taxes.  The current portion of the
     provision relates to currently payable state income taxes, and the
     deferred portion of the provision relates to the provision for doubtful
     accounts.  The provision for income taxes for the nine months ended
     September 30, 1996 also reflects the utilization of net operating loss
     carryforwards (but only for the period after February 16, 1996). 
<PAGE>
     PART II - OTHER INFORMATION

     Item 1. Legal Proceedings

     Bankruptcy of Affiliated Companies; Relationship to Bankruptcy
     --------------------------------------------------------------

          Effective February 16, 1996, the Company entered into the Agreement
     and Plan of Exchange, dated as of February 16, 1996 (the "Exchange
     Agreement"), among the Company, BFG and Resort Funding, pursuant to
     which the Company acquired all of the common stock of Resort Funding
     from BFG in exchange for the issuance to BFG of 10,000 shares of the
     Company's Series 2 Preferred Stock and 3,000 shares of the Company's
     Convertible Preferred Stock.  As a result of the Exchange Agreement and
     certain prior investments, BFG and an affiliate acquired beneficial
     ownership of approximately 86% of the Company's voting shares. Because
     of the relationships among the parties, the Company accounted for the
     transaction as if it were a pooling of interest.   

          On March 29, 1996, subsequent to the closing of the transactions
     contemplated by the Exchange Agreement, BFG, along with its affiliate
     Bennett Management & Development Corp. ("BMDC"), also a principal
     stockholder of the Company, filed voluntary petitions (the "Petitions")
     for reorganization (Case Nos. 96-61376 and 96-61379, respectively) under
     Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code")
     in the Bankruptcy Court.

          On April 18, 1996, the U.S. Department of Justice appointed, and
     the Bankruptcy Court approved, the Hon. Richard C. Breeden as trustee in
     bankruptcy (the "Trustee") for BFG and BMDC, as well as for certain
     other related debtors.

          The Petitions were filed after (i) the SEC filed a civil complaint
     (the "Civil Complaint") in the United States District Court for the
     Southern District of New York (the "Court") against BFG, BMDC, certain
     of their affiliates and Patrick R. Bennett, the former Chief Financial
     Officer of BFG (Case No. 96 Civ. 2237 (JES)) and (ii) the United States
     Attorney for the Southern District of New York filed a criminal
     complaint (the "Criminal Complaint") in the Court against Patrick
     Bennett alleging perjury and criminal violations of the anti-fraud
     provisions of the federal securities laws.  The Civil Complaint alleges
     numerous violations of the anti-fraud provisions of the federal
     securities laws, based in part on allegations of sales of fictitious
     equipment leases, fraudulent misrepresentations to investors in private
     placements of debt securities and misappropriation of corporate assets. 
     In June 1996, the Trustee filed an adversary proceeding seeking more
     than $1 billion in damages from, among others, prior controlling
     stockholders of BFG and its affiliates and certain of their business
     associates, the previous auditing firm and others.

          On June 26, 1997, a federal grand jury issued a 43-count indictment
     against Patrick Bennett, his brother Michael, and two associates on
     charges ranging from conspiracy to obstruction of justice.  The
     defendants were arraigned on July 3, 1997, and were released after
     posting personal recognizance bonds.
<PAGE>
          Notwithstanding the allegations of fraudulent financial dealings at
     BFG and BMDC, the Trustee has advised the Company that he has concluded,
     based on his investigations to date, that the operations of Resort
     Funding were not involved in the fraudulent activities detailed in the
     complaints described above and in the Trustee's adversary proceeding. 
     Moreover, the Trustee has advised the Company that he has determined not
     to challenge the transactions effected pursuant to the Exchange
     Agreement.

     Item 2.  Changes in Securities

          None.

     Item 3.  Defaults Upon Senior Securities

          None.

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

          None.

     Item 5.  Other Information

     Recent Developments
     -------------------

          On October 24, 1997, the Trustee received a proposal from the
     Official Committee of Unsecured Creditors of BFG to exchange the entire
     debt of approximately $25.3 million owed by Resort Funding to BFG, less
     certain offsetting debt owed to Resort Funding and the Company, into
     4,645,596 shares of the Company.  This represents a conversion price of
     $5.375 per share, which price was based on the average closing price of
     the Company's stock for the ten trading days prior to the date of the
     proposal. Such proposal was advanced to the Company by the Trustee on
     behalf of BFG, subject to Bankruptcy court approval.  The BFG proposal
     was independently reviewed by the Company's Board of Directors on
     October 29, 1997, with the Trustee not participating.  The Board
     approved the proposal with certain adjustments.  

          The Company announced on October 2, 1997 that it had elected three
     new directors to fill vacancies on its board of directors.  The newly
     elected directors are George W. Carmany III, John R. Petty, and Richard
     C. Breeden.

          George W. Carmany III is Chairman of the New England Medical Center
     in Boston, Massachusetts. He is also President of The G.W. Carmany Co.,
     Inc. in Boston, Massachusetts, which is an advisor of and investor in
     small companies.  A graduate of Amherst College, Mr. Carmany began his
     business career with Bankers Trust Company as an officer in its
     international Banking Department in New York, and later as Executive
     Director of its merchant banking subsidiary in Australia.  From 1975-
     1995 he served in a variety of senior positions with American Express
     Company, including Senior Vice President, Corporate Strategic Planning. 
     At American Express Bank, Mr. Carmany served as Senior Executive Vice
     President and Chief Administrative Officer before joining American
     Express Company's subsidiary The Boston Company as Senior Executive Vice
     President, Treasurer and Director, a position he held until the sale of
     that company to Mellon Bank Corporation.  Mr. Carmany subsequently
<PAGE>
     served as Chairman of the Olympia and York Noteholder's Steering
     Committee, and he is Chairman of the New England Medical Center, Inc. 
     Mr. Carmany serves as a director or trustee of numerous organizations,
     including Ekco Group, Inc., Bentley College, the U.S.S. Constitution
     Museum, and The South Street Seaport Museum.

          John R. Petty, former Chairman and Chief Executive Officer of
     Marine Midland Bank, is currently Chairman of Federal National Payables,
     Inc. Bethesda, Maryland and TECSEC, Inc., Vienna, Virginia.  Following
     his graduation from Brown University, and a tour in the U.S. Navy, Mr.
     Petty joined the Chase Manhattan Bank, where he worked until serving in
     the U.S. Treasury Department from 1966-1972, primarily as Assistant
     Secretary of the Treasury for International Affairs.  After five years
     as a partner of Lehman Brothers, Inc., Mr. Petty joined Marine Midland
     Bank, as President and/or Chairman and Chief Executive Officer from
     1976-1988.  Since retiring from Marine Midland Bank, Mr. Petty has
     pursued a variety of interests including serving as Chairman of the
     Nippon Credit Trust Company.  He has formed and managed finance
     companies and is a principal in high technology ventures.  Mr. Petty has
     served as a director of numerous public companies, including Hongkong
     and  Shanghai Banking Corporation,  RCA, NBC, Hercules, Inc., Anixter
     International Corporation, ANTEC Corporation, and others.  He is a
     Trustee of American University, a member of the Council on Foreign
     Relations and of the Inter-American Dialogue, and President of the
     Foreign Bondholders Protective Council.

          Richard C. Breeden is President and Chief Executive Officer of
     Richard C. Breeden & Co., Inc., in Greenwich, Connecticut, which
     provides consulting and management services in turnarounds, bankruptcies
     and other corporate distress situations, as well as consulting on global
     and domestic capital markets.  An honors graduate of Stanford University
     and Harvard Law School, Mr. Breeden served in the White House as a
     senior economic and financial advisor to President George Bush.  From
     1989-1993 he served as Chairman of the U.S. Securities and Exchange
     Commission following his appointment by President George Bush and
     unanimous confirmation by the U.S. Senate.  Mr. Breeden currently serves
     as the Trustee of BFG and it's affiliated entities.  Mr. Breeden has
     served on numerous boards and commissions, including a consultative
     commission including the Bank of England,  Bank of Japan, Federal
     Reserve Board and the S.E.C., the North American Advisory Board of
     Daimler-Benz A.G., The Philadelphia Stock Exchange, Inc. (where he also
     serves as Chairman of the Audit Committee), the German-American Chamber
     of Commerce, and advisory commissions on capital markets in Italy, China
     and Russia.  Mr. Breeden is a Trustee of St. Paul's Cathedral Trust in
     America and the National Policy Association in Washington, D.C.  Mr.
     Breeden has been elected Chairman of the Board and Chief Executive
     Officer of the Company.

     Item 6.  (a) Exhibits

          The following exhibits are filed herewith:  None.

          (b) Reports on Form 8-K

          None
<PAGE>
     SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, the Registrant has caused this Report to be signed
     on its behalf by the undersigned, there unto duly authorized.

     EQUIVEST FINANCE, INC.

     BY:  /s/ Gerald L. Klaben
          -----------------------------------------------------------
          Gerald L. Klaben, Jr., Executive Vice President and Chief
            Financial Officer


     Dated November 13, 1997