UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

    (Mark One)
     { X }  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

     {   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 33-32125

                   Redwood Equipment Leasing Income Fund L.P.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       52-1650971
     (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                 Identification Number)

               225 East Redwood Street, Baltimore, Maryland 21202
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, Including Area Code: (410) 727-4083

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class                Name of each exchange on which registered

                        None

Securities registered pursuant to section 12(g) of the Act:

                 Assignee Units of Limited Partnership Interests
                                (Title of class)

     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 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

     As of December  31,  1997,  there were  401,180  Units of Assignee  Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established  public trading  market for the Units,  the aggregate  market
value  of  the  Units  held  by  non-affiliates  of  the  Registrant  cannot  be
calculated.

                                        Documents Incorporated by Reference

     The Annual Report for 1997 is incorporated by reference.

<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

<TABLE>
<CAPTION>


                                                       INDEX


                                                                                                   Page(s)
Part I.

<S>                                                                                                    <C>
     Item 1.    Business                                                                               3-4
     Item 2.    Properties                                                                               4
     Item 3.    Legal Proceedings                                                                        4
     Item 4.    Submission of Matters to a Vote of Security Holders                                      4


Part II.


     Item 5.    Market for Registrant's Common Equity
                       and Related Stockholder Matters                                                   5
     Item 6.    Selected Financial Data                                                                  5
     Item 7.    Management's Discussion and Analysis of Financial
                       Condition and Results of Operations                                             6-7
     Item 8.    Financial Statements and Supplementary Data                                              7
     Item 9.    Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure                                                8

Part III.

     Item 10.   Directors and Executive Officers of the Registrant                                       8
     Item 11.   Executive Compensation                                                                   9
     Item 12.   Security Ownership of Certain Beneficial Owners
                       and Management                                                                    9
     Item 13.   Certain Relationships and Related Transactions                                           9


Part IV.


     Item 14.   Exhibits, Financial Statement Schedules and
                       Reports on Form 8-K                                                               9

                Signatures                                                                              10

</TABLE>

                                                      -2-


<PAGE>

                                   REDWOOD EQUIPMENT LEASING INCOME FUND L.P.


                                                      PART I

Item 1.  Business

     Redwood  Equipment  Leasing  Income  Fund L. P.  (the  "Partnership")  is a
Delaware limited partnership formed in October 1989. The Partnership  acquired a
portfolio of equipment (the "Equipment") for lease to third parties.  At the end
of each lease, the Partnership  expects to either sell the Equipment or re-lease
the Equipment to the same or different lessees.

     The General Partner of the Partnership is Redwood Leasing, Inc., a Maryland
corporation.

    First  Union  Commercial  Corporation,   successor  to  Signet  Leasing  and
Financial Corporation ("Signet") was the management agent and was entitled to an
equipment and lease  management fee equal to 1.5% of gross lease rental payments
as well as a fee for  services  provided in  acquiring  and  disposing of leased
assets through  February 1998.  Beginning in March 1998,  Chesapeake  Industrial
Leasing Co., Inc.  ("Chesapeake") became the management agent and is entitled to
an equipment and  management fee of $50 per month per lease schedule plus a $500
start up fee. The Partnership  presently has approximately  $2,086,000 (original
cost) of equipment under leases,  representing six different lessee companies as
detailed below.

    A minimum of 80,000 units of assignee  limited  partnership  interests  (the
"Units") and an increased  maximum of 3,000,000 Units were registered  under the
Securities  and Exchange Act of 1933,  as amended.  Throughout  1990,  investors
holding  401,180  Units,  or  $10,029,500  of  gross  offering  proceeds,   were
recognized on the books of the Partnership.

    The offering  proceeds,  net of offering  related  fees,  were invested in a
money market  account,  pending  disbursement  for  additional  equipment  lease
acquisitions, working capital requirements or return of capital to investors.

    The principal investment objectives of the Partnership are:

    o to acquire a diversified  portfolio of Equipment;  o to generate quarterly
    distributions of cash to the investors;  o to reinvest undistributed cash in
    addition Equipment;  and o to realize residual values upon the ultimate sale
    of the Equipment.

     The General  Partner will make all  decisions  regarding  the  acquisition,
financing,  refinancing,  leasing,  re-leasing and sales of Equipment  based, in
part,  upon the  recommendations  and advice of Signet or Chesapeake.  Potential
Equipment investments will be evaluated primarily on the basis of:

    o    the  extent  to  which  the  investment   satisfies  the  Partnership's
         investment objectives,  with special emphasis on the economic return to
         the Partnership,
    o    the creditworthiness of the lessee
    o    the type of Equipment to be purchased and leased.

    In 1997,  four lease  schedules from two lessees  expired and another lessee
purchased  a  portion  of its  equipment  prior  to the  end of its  lease.  The
Partnership  sold the equipment from two lease schedules for $88,500 to a lessee
and  recorded a net gain from the sale of leased  equipment  of $29,556.  In the
other transactions,  the Partnership sold the equipment under lease for $253,883
and  recorded  a net gain  from the sale of leased  equipment  of  $17,885.  The
proceeds from these sales were received in January 1998.

    In  1997,  the  Partnership  ended  the  Investment  Period  and  began  the
Liquidation  Phase  (period  during  which  the  Partnership's   existing  lease
portfolio  matures).  The Partnership  made a liquidating  distribution  (net of
reserves of approximately  $136,000)  totaling  $2,431,636 in March 1997. Future
quarterly  distributions  will be dependent on funds generated from  operations,
principal payments and proceeds from lease sales.

                                                      -3-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.



Item 1.  Business (continued)

     At December 31, 1997 the  Partnership  has equipment  subject to the leases
summarized below:
<TABLE>
<CAPTION>
                                                                                       Remaining
                                    Original              1998 Lease     Lease Term
  Lessee Company                  Equipment Cost           Payments       (Months)           Equipment Type

<S>                                 <C>                <C>                       <C>
Bennett Mineral Company, Inc.       $     96,868       $     21,665              17          Automatic baler

Coca-Cola Bottling Co.                   613,453            105,051              18          Tractors, trailers
Consolidated                                                                                 and forklifts

Cordula, Inc.                            125,000             35,100              29          Restaurant equipment

EA Engineering Science                   620,750             112,974*          5-20          Computer equipment
and Technology, Inc.                                                                         and office furniture

Heilig-Meyers Company                    557,904             96,289            7-12          Forklifts

Mangione Enterprises                      72,276             17,669              16          Golf course
                                                                                             maintenance
                                                                                             equipment
                                   -------------      -------------
                                      $2,086,251        $   388,748
                                        ========           ========
</TABLE>

      *  Annual lease payments reflect the amount due for 1998. This amount will
         be reduced as each of the three lease schedules terminate.


Item 2.  Properties

     None.


Item 3.  Legal Proceedings

     None.


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

     There were no matters  submitted to the security  holders for a vote during
the last quarter of the fiscal year covered by this report.


                                                      -4-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.


                                                      PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     An  established  public trading market for the Units does not exist and the
Partnership  does not anticipate that a public market will develop.  Transfer of
Units by an investor may be accommodated under certain terms and conditions. The
Partnership  Agreement imposes certain  limitations on the transfer of Units and
may restrict, delay or prohibit a transfer primarily if:

     o the  transfer  of Units would  result in 50% or more of all Units  having
          been transferred by assignment or other within a 12-month period

     o   the  transfer of Units would cause the  Partnership  to be treated as a
         "publicly  traded  partnership"  under  Section  7704  and  469K of the
         Internal Revenue Code

     o   the transfer of Units would cause the Partnership to terminate for 
          federal income tax purposes

     An investor  desiring to sell his Units will be required to comply with the
minimum purchase and retention  requirements and investor suitability  standards
imposed by applicable  federal or state securities laws and the minimum purchase
and retention  requirements  imposed by the  Partnership.  The Partnership  will
require that such  standards by met before the General  Partner  consents to any
transfer of Units.

     In addition, a transfer will not be registered if, immediately  thereafter,
any transferor not transferring all of his Units, or any transferee,  would hold
fewer than 200 Units (80 if IRA) or any  transferor or  transferee  would hold a
number of Units that is not evenly divisible by four.

     As of  December  31,  1997,  there were 378  holders of  assignee  units of
limited partnership interests of the registrant,  owning an aggregate of 401,220
units.

     The  Partnership  made  cash  distributions  totaling  $3,244,116  in 1997,
$818,816 in 1996, 1995 and 1994, and $1,023,521 in 1993.


Item 6.  Selected Financial Data

Revenues and net earnings information below is for the years ended December 31:
<TABLE>
<CAPTION>

                                            1997        1996             1995            1994           1993

<S>                                    <C>            <C>              <C>             <C>            <C>
Direct finance lease revenue           $ 122,354      $  183,177       $  213,254      $  226,904     $  283,797
Interest income                           37,756         133,270          149,421         120,975         93,849
Net gain from sale of leased
    equipment and marketable
    securities                            47,441          36,091          155,569          21,725        131,009
Net earnings                             104,185         246,844          404,589         237,604        274,824
Net earnings per Unit                        .26             .60              .99             .58            .67
Total assets                           1,270,331       4,447,393        4,998,916       5,422,827      6,002,579
Partners' capital                      1,235,769       4,375,700        4,947,672       5,361,899      5,943,111
Cash distributions paid per unit            8.00            2.00             2.00            2.00           2.50
</TABLE>

     The above selected  financial  data should be read in conjunction  with the
financial  statements and accompanying  notes  incorporated by reference in this
report.



                                                      -5-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.


     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Liquidity and Capital Resources

     At December 31, 1997, the Partnership  had a working capital  position that
included cash and cash  equivalents of $258,532 and accounts payable and accrued
expenses of $16,765. The Partnership invests its cash balances in a money market
account. The Partnership is reserving $136,130 as working capital reserves,  but
has the  discretion to increase or decrease  reserves as deemed  necessary.  The
working capital reserves are sufficient to satisfy the  Partnership's  liquidity
requirements.

     Cash and cash equivalents  decreased  $2,513,939 during 1997. This decrease
represented  the combined  effect of $38,005  provided by operating  activities,
$603,672  received in  principal  payments  on direct  finance  leases,  $88,500
received for termination of direct finance leases, and $3,244,116 distributed to
partners.

     During 1996,  funds  generated from  operations  and principal  received on
direct finance leases totaled $280,629 and $710,824,  respectively.  The sale of
leased equipment  generated cash proceeds of $99,137.  Distributions to partners
totaled $818,816.

     During 1995,  funds  generated from  operations  and principal  received on
direct finance leases totaled $262,101 and $692,800,  respectively.  The sale of
leased  equipment  generated  cash proceeds of $263,334.  Acquisition  of direct
finance leases during the year utilized  $543,914 and  distributions to partners
totaled $818,816.

     The  Partnership  makes quarterly  distributions  from funds generated from
operations,  principal payments on direct finance leases and proceeds from lease
terminations  and  equipment  sales.  During  1997 the  Partnership  made annual
distributions  totaling  $3,244,116.  During 1996 and 1995 the Partnership  made
annual  distributions  totaling  $818,816,  an annualized rate of 8% on invested
capital.

     During 1997, the Partnership made no equipment lease acquisitions. As noted
in prior reports, the Partnership has entered the Liquidation Phase during which
the remaining funds (net of reserves) were distributed to investors. In February
1998, the Partnership distributed $122,401,  representing a return of capital of
$.30  per  Unit.  Future  quarterly  distributions  will be  dependent  on funds
generated from operations, principal payments and proceeds from lease sales.

Results of Operations

     Direct finance lease revenue in 1997 was 33% lower than in 1996,  which was
14% lower than in 1995. These decreases in direct finance lease revenue were the
result of scheduled lease terminations and an expected decline in the portion of
lease payment  recognized as revenue  (versus  return of principal) for existing
leases.

      Interest income in 1997 was 72% lower than in 1996, due primarily to lower
cash  balances  after the return of  capital  distribution  made in March  1997.
Interest  income  in 1996 was 11% lower  than in 1995,  due  primarily  to lower
interest rates in 1996.

     During the first quarter of 1997, the  Partnership  learned that one of its
lessees was in default  under the terms of its lease.  However,  pursuant to the
Security  Agreement and Assignment of Lease,  all rental  payments due from this
lessee have been guaranteed by the lease originator.  The guarantee  obligations
have been honored by the lease originator and  accordingly,  the Partnership has
timely  received all rental  payments due under the lease.  In 1997,  four lease
schedules from two lessees expired and another lessee purchased a portion of its
equipment prior to the end of its lease. The Partnership sold the equipment from
two lease  schedules  for  $88,500 to a lessee and  recorded a net gain from the
sale of leased equipment of $29,556. In the other transactions,  the Partnership
sold the  equipment  under lease for  $253,883  and recorded a net gain from the
sale of leased equipment of $17,885. The proceeds from these sales were received
in January 1998.  The  Partnership  currently  has $22,556 in reserves  which is
deemed sufficient for any future potential losses.


                                                      -6-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.



     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
                    Results of Operations (continued)
Results of Operations (continued)

     During  1996,  the  Partnership  recognized  a $6,575 gain from the sale of
leased  equipment  resulting  from  the  sale  of  equipment  on  one  of the EA
Engineering lease schedules. The Partnership also recorded as a net gain $29,516
from the sale of equipment  originally leased to Financial News Network ("FNN").
Pursuant to the  Partnership's  rights as a Class 2 Equipment  Lessor  under the
Chapter 11 Plan of Reorganization  for FNN, the Partnership had received a share
in a  contingent  revenue  stream.  This is the final  settlement  of its claims
against  FNN,  and  (because  the  Partnership  had  previously  written off all
receivables  relating to the FNN  transaction)  the full amount received in 1996
was recorded as a net gain.

      During 1995, the Partnership recognized a net gain of $155,569 on the sale
of  leased  equipment.  Four  of  the  Partnership's  lease  schedules  with  EA
Engineering  expired in 1995. The  Partnership  sold all of the equipment  under
these lease schedules to EA Engineering and recorded a gain on the sales in 1995
of $38,035.  The Partnership  also recorded as a net gain $117,534 from the sale
of equipment originally leased to FNN. Pursuant to the Partnership's rights as a
Class 2 Equipment  Lessor under the Chapter 11 Plan of  Reorganization  for FNN,
the  Partnership had received a share in a contingent  revenue stream.  In 1995,
the Partnership  received  $117,534 in settlement of its claims against FNN, and
(because the Partnership had previously written off all receivables  relating to
the FNN  transaction)  recorded the full amount  received as a net gain in 1995.
Finally,  in 1995 the Partnership sold the medical  equipment leased to American
Health Services for $43,572 less than the original  recorded  residual value for
the  equipment;  however,  because the  Partnership  had in prior years recorded
reserves against the residual value of this equipment,  the Partnership  reduced
its existing  reserves for the residual value loss accordingly and no additional
gain or loss was recorded on this sale.

     Total  expenses  decreased by $2,328 during 1997 as compared to 1996 due to
reductions in professional  fees and amortization  costs.  Total expenses during
1996 decreased by $7,961 as compared to 1995 due to reductions in administrative
expenses, management fees and amortization costs.

Year 2000

     Management  has  initiated  an  enterprise-wide   program  to  prepare  the
Partnership's   computer  systems  and  applications  for  the  year  2000.  The
Partnership  expects to incur  internal  staff costs as well as  consulting  and
other expenses related to infrastructure and facilities  enhancements  necessary
to prepare the  systems for the year 2000.  A  significant  proportion  of these
costs are not likely to be incremental costs to the Partnership, but rather will
represent the redeployment of existing information technology resources.

Item 8.  Financial Statements and Supplementary Data

Index to Financial Statements and Financial Statement Schedules:

                                                Page(s)
                                            Annual Report

Independent Auditors' Report                       2
Balance Sheets                                     3
Statements of Operations                           4
Statements of Partners' Capital                    5
Statements of Cash Flows                           6
Notes to Financial Statements                    7-11

     All  financial  statement  schedules  are  omitted  because  they  are  not
applicable,  or not required, or because the required information is included in
the financial statements or notes thereto.

                                                      -7-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.



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

     None.


                                                     PART III

Item 10.  Directors and Executive Officers of the Registrant

     The  General  Partner of the  Partnership  is  Redwood  Leasing,  Inc.  The
Partnership's  principal  executive  offices  are  located  at 225 East  Redwood
Street, Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner
had  primary   responsibility   for  the  structure  of  the  Offering  and  the
Partnership.  The General  Partner is responsible for overseeing the performance
of those who contract with the  Partnership,  as well as making  decisions  with
respect to the financing,  sale and liquidation of the Partnership's  assets. It
also provides all reports to and  communications  with Investors and others, all
distributions   and  allocations  to  Investors,   the   administration  of  the
Partnership's  business  and  all  filings  with  the  Securities  and  Exchange
Commission and other federal or state  regulatory  authorities.  The Partnership
Agreement  provides  for the removal of a General  Partner  and the  election of
Successor  or  Additional  General  Partner by  Investors  holding a majority in
interest of the Units.

     The directors and principal officers of the General Partner are as follows:

     John M. Prugh,  age 49, has been a Director  and  President  of the General
Partner since 1989, and of Alex.  Brown Realty,  Inc. and Armata Financial Corp.
since  1984.  Mr.  Prugh  graduated  from  Gettysburg  College in 1970,  and was
designated  a  Certified  Property  Manager  by the  Institute  of  Real  Estate
Management in 1979. He has worked in property  management  for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing,  administering,  developing and selling
real estate investment  projects  sponsored by Alex. Brown Realty,  Inc. and its
subsidiaries.

     Peter E.  Bancroft,  age 45, has been a Director and Vice  President of the
General Partner since 1989 and Senior Vice President of Alex. Brown Realty, Inc.
and Armata  Financial  Corp.  since 1983.  Mr.  Bancroft  graduated from Amherst
College in 1974,  attended  the  University  of  Edinburgh,  and received a J.D.
degree from the University of Virginia  School of Law in 1979.  Prior to joining
Alex.  Brown  Realty,  Inc. in 1983,  Mr.  Bancroft  held legal  positions  with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

     Terry F. Hall, age 51, has been the Secretary of the General  Partner and a
Vice President and Secretary of, and Legal Counsel for, Alex. Brown Realty, Inc.
since 1989. Mr. Hall graduated from the University of Nebraska- Lincoln in 1968,
and received a J.D.  degree from the  University of  Pennsylvania  Law School in
1973. Prior to joining Alex. Brown Realty,  Inc. in 1986, Mr. Hall was a Partner
at the law  firm  of  Venable,  Baetjer  and  Howard  from  1981 to 1986  and an
associate at the same firm from 1973 to 1981.

     Timothy M. Gisriel,  age 41, has been the Treasurer of the General  Partner
and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty,  Inc. and Armata Financial Corp. from 1984
through 1990. Mr.  Gisriel  graduated from Loyola College in 1978 and received a
Masters of Business  Administration  degree from the Robert G. Merrick School of
Business,  University of Baltimore in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984,  Mr.  Gisriel was an audit  supervisor in the Baltimore  office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.

    There is no family  relationship  among the officers  and  directors of the
General Partner.

                                                      -8-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

Item 11.  Executive Compensation

     The officers and directors of the General Partner  received no compensation
from the Partnership.

     The General  Partner is  entitled to receive a share of cash  distributions
and a share of  profits  and  losses as  described  in the  Limited  Partnership
Agreement,  Article IV. (See Note 6,  "Partners'  Capital" in Item 8.  Financial
Statements, herein.)

     For a discussion of  compensation  and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.


Item 12.   Security Ownership of Certain Beneficial Owners and Management

     No person is known to the Partnership to own  beneficially  more than 5% of
the  outstanding   assignee  units  of  limited  partnership   interest  of  the
Partnership.

     The Assignor  Limited Partner,  Redwood Leasing Holding  Company,  Inc., an
affiliate  of the General  Partner,  holds 40 Units  representing  a  beneficial
interest in limited partnership interests in the Partnership.  The Units held by
the Assignor  Limited  Partner have all rights  attributable to such Units under
the Limited  Partnership  Agreement  except that these Units of assignee limited
partnership interests are nonvoting.

     The General  Partner has a 2%  interest in the  Partnership  as the General
Partner, but holds no Units.

     At  December  31,  1997,  MNC  Leasing,  a division of MNC Credit Corp held
18,724 Units (an approximate 4.7% investment in the Partnership).

     There are no arrangements, known to the Partnership, the operation of which
may, at a subsequent date, result in a change of control of the registrant.


Item 13.   Certain Relationships and Related Transactions

     The General  Partner and its affiliates have and are permitted to engage in
transactions with the Partnership.  For a summary of fees paid during 1997, 1996
and 1995 to the General Partner and its  affiliates,  see Note 3, "Related Party
Transactions", in Item 8, Financial Statements, herein.


                                                      PART IV

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

     (a) 1.  Financial  Statements:   See  Index  to  Financial  Statement  and
               Supplementary Data in Item 8 on page 7, herein.
         2.    Financial Statement Schedules:  None.

         3.    Exhibits:
               (3,   4)Limited  Partnership  Agreement  on pages 1 through 43 of
                     Exhibit A to the  Partnership's  Registration  Statement on
                     Form  S-1  (File  No.  33-32125)   incorporated  herein  by
                     reference.

               (13)  Annual Report for 1997.

     (b) Reports on Form 8-K:    None.

                                                      -9-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.


                                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                    REDWOOD EQUIPMENT LEASING
                                        INCOME FUND L.P.



DATE:      3/25/98                  BY:    /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Redwood Leasing, Inc.
                                            General Partner



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed by the following in the  capacities and on the dates
indicated.



DATE:       3/25/98                  BY:    /s/  John M. Prugh
                                             John M. Prugh
                                             President and Director
                                             Redwood Leasing, Inc.
                                             General Partner


DATE:       3/25/98                  BY:    /s/  Peter E. Bancroft
                                             Peter E. Bancroft
                                             Vice President and Director
                                             Redwood Leasing, Inc.
                                             General Partner


DATE:       3/25/98                  BY:    /s/  Terry F. Hall
                                             Terry F. Hall
                                             Secretary
                                             Redwood Leasing, Inc.
                                             General Partner


DATE:       3/25/98                  BY:    /s/  Timothy M. Gisriel
                                             Timothy M. Gisriel
                                             Treasurer
                                             Redwood Leasing, Inc.
                                             General Partner



                                      -10-