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 (FEE REQUIRED)

                                   For the fiscal year ended December 31, 1996

                                                             OR

                {   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                                             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,  1996,  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 1996 is incorporated by reference.


<PAGE>



                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.




                                                       INDEX




                                                                       Page(s)
Part I.

     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                                     8-9
     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



                                                      -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.

    Signet Leasing and Financial Corporation  ("Signet") is the management agent
and is 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.  During 1994, the  Partnership  began  acquiring new
leases  from  Chesapeake  Industrial  Leasing  Co.,  Inc.  ("Chesapeake").   The
Partnership presently has approximately  $3,436,000 (original cost) of equipment
under leases, representing eight 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.

    During 1996, the equipment under one of the Partnership's leases was sold to
its lessee and another lessee  purchased a portion of its equipment prior to the
end of its lease.  The Partnership  received  $69,621 and recorded a net gain of
$6,575 from these transactions.  In addition,  the Partnership  received $29,516
from  Data  Broadcasting   Corporation  as  the  remaining   settlement  of  the
Partnership's  Class 2 claim  initiated in 1990 against  Financial  News Network
("FNN").

    The  Partnership was unable to identify any acceptable  lease  opportunities
during  1996.  The  Partnership  ended  the  Investment  Period  and  began  the
Liquidation  Phase  (period  during  which  the  Partnership's   existing  lease
portfolio matures) prior to the end of 1996.

                                                      -3-

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


Item 1.  Business (continued)

    At December 31, 1996 the  Partnership  has  equipment  subject to the leases
summarized below:

<TABLE>
<CAPTION>
                                                                         Remaining
                                    Original              1997 Lease     Lease Term
  Lessee Company                  Equipment Cost           Payments       (Months)           Equipment Type

<S>                                 <C>                <C>                       <C>                        
Bennett Mineral Company, Inc.       $     96,868       $     21,665              29          Automatic baler

Black & Decker Corporation                44,560              4,346               3          Computer equipment

Coca-Cola Bottling Co.                   833,029            132,393              30          Tractors,
Consolidated                                                                                 trailers and
                                                                                             forklifts

Cordula, Inc.                            125,000             35,100              41          Restaurant equipment

EA Engineering Science                   980,036             234,074*          2-20          Computer equipment
and Technology, Inc.                                                                         and office furniture

Heilig-Meyers Company                    557,904            138,655           19-24          Forklifts

Mangione Enterprises                      72,276             17,669              28          Golf course
                                                                                             maintenance
                                                                                             equipment

Virginia Textile                         726,685            138,327            9-11          Commercial
Service, Inc.                                                                                laundering
                                                                                             equipment
                                   -------------      -------------
                                      $3,436,358        $   722,229
                                        ========           ========
</TABLE>

      *  Annual lease payments reflect the amount due for 1997. This amount will
         be reduced as each of the five 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,  1996,  there were 373  holders of  assignee  units of
limited partnership interests of the registrant,  owning an aggregate of 401,220
units.

     The Partnership made cash distributions totaling $818,816 in 1996, 1995 and
1994, $1,023,521 in 1993 and $1,228,224 in 1992.


Item 6.  Selected Financial Data

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

                                        1996            1995             1994            1993        1992

<S>                                   <C>             <C>              <C>             <C>            <C>       
Lease revenue                         $  183,177      $  213,254       $  226,904      $  283,797     $  773,403
Interest income                          133,270         149,421          120,975          93,849        127,509
Net gain from sale of leased
    equipment and marketable
    securities                            36,091         155,569           21,725         131,009        119,808
Net earnings                             246,844         404,589          237,604         274,824        427,129
Net earnings per Unit                        .60             .99              .58             .67           1.04
Total assets                           4,447,393       4,998,916        5,422,827       6,002,579      6,778,184
Partners' capital                      4,375,700       4,947,672        5,361,899       5,943,111      6,691,808
Cash distributions paid per unit            2.00            2.00             2.00            2.50           3.00
</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, 1996, the Partnership  had a working capital  position that
included  cash and cash  equivalents  of  $2,772,471  and  accounts  payable and
accrued  expenses of $18,656.  The  Partnership  invests its cash  balances in a
money  market  account  and other  high  quality  short  term  investments.  The
Partnership  initially  allocated  $100,295 (1% of offering proceeds) as working
capital  reserves,  but has the  discretion to increase or decrease  reserves as
deemed necessary.  The unexpended offering proceeds and working capital reserves
are sufficient to satisfy the Partnership's liquidity requirements.

     Cash and cash  equivalents  increased  $271,774  during 1996. This increase
represented  the combined effect of $280,629  provided by operating  activities,
$710,824  received in  principal  payments  on direct  finance  leases,  $99,137
received for termination of direct finance leases,  and $818,816  distributed to
partners.

     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.

     During 1994,  funds  generated from  operations  and principal  received on
direct  finance  leases  totaled  $336,408  and  $883,681,  respectively.  Lease
terminations  and the  sale of  leased  equipment  generated  cash  proceeds  of
$529,105.  Acquisition  of  direct  finance  leases  during  the  year  utilized
$1,485,885 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 1996,  1995 and 1994 the Partnership
made annual distributions  totaling $818,816.  This distribution  represented an
annualized  rate of 8% on  invested  capital  and  reflected  the  Partnership's
annualized target level for distributions.

     During 1996, the  Partnership  made no equipment  lease  acquisitions.  The
Partnership  was not able to  identify  new lease  transactions  which it deemed
acceptable  from a risk and credit  standpoint.  The Partnership has reached the
end of the  Investment  Period (period  during which the  Partnership  makes new
investments in equipment  leases) and entered the Liquidation Phase during which
the  remaining  funds  (net  of  reserves  of  approximately  $136,000)  will be
distributed to investors. In March 1997, the Partnership distributed $2,431,636,
representing  a  return  of  capital  of  $6.00  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 1996 was 14% lower  than in 1995.  This
decrease in direct finance lease revenue also was 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.

     Direct  finance  lease  revenue  in 1995  was 6% lower  than in 1994.  This
decrease  in  direct  finance  lease  revenue   resulted  from  scheduled  lease
terminations and an expected decline in the portion of lease payments recognized
as revenue for existing leases.

      Interest income in 1996 was 11% lower than in 1995, due primarily to lower
interest rates in 1996. Interest income in 1995 was 24% higher than in 1994, due
primarily to the net effect of higher interest rates and higher average cash and
cash equivalent balances in 1995 than in 1994.



                                                      -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)

     The Partnership  recognized a $6,575 gain from the sale of leased equipment
during 1996  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.  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 1996, the Partnership received $29,516 in final 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 1996.  The  Partnership  currently  has  $22,556  in
reserves which is deemed sufficient for any future potential losses.

      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 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. 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.

     During 1994, the Partnership recognized a net gain of $21,725 on the sale 
of leased equipment.  These gains were the result to the sale of equipment
leased to R-Wear, Inc. and Food Barn.

     Total  expenses  decreased by $7,961 during 1996 as compared to 1995 due to
reductions in administrative  expenses,  management fees and amortization costs.
Total  expenses  in 1995 were  $18,345  lower  than in 1994,  due  primarily  to
decreases in management fees,  amortization costs and reserve for residual value
loss and partially offset by an increase in administrative expenses.


Item 8.  Financial Statements and Supplementary Data

Index to Financial Statements and Financial Statement Schedules:

                                                Page(s)
                                            Annual Report

Independent Auditors' Report                       5
Balance Sheets                                     6
Statements of Operations                           7
Statements of Partners' Capital                    8
Statements of Cash Flows                           9
Notes to Financial Statements                  10-15

     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 48, 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 44, 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 50, 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 40, 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.


Item 11.  Executive Compensation

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

                                                      -8-


<PAGE>


                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

Item 11.  Executive Compensation (continued)

     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 7,  "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,  1996,  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 1996, 1995
and 1994 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 1996.

     (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:    3/18/97                           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:    3/18/97                           BY:   /s/ John M. Prugh
                                                          John M. Prugh
                                                          President and Director
                                                          Redwood Leasing, Inc.
                                                          General Partner


DATE:    3/19/97                           BY:  /s/  Peter E. Bancroft
                                                          Peter E. Bancroft
                                                    Vice President and Director
                                                          Redwood Leasing, Inc.
                                                          General Partner


DATE:    3/19/97                           BY:  /s/  Terry F. Hall
                                                          Terry F. Hall
                                                          Secretary
                                                          Redwood Leasing, Inc.
                                                          General Partner


DATE:    3/18/97                           BY:  /s/  Timothy M. Gisriel
                                                          Timothy M. Gisriel
                                                          Treasurer
                                                          Redwood Leasing, Inc.
                                                          General Partner






                                                       -10-