SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, DC 20549
                         

                            FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the fiscal year ended December 31, 1996

     OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from  ____________ to  ___________ 
                   
    

Commission File No. 0-19074

TRIUMPHE LEASING LIMITED PARTNERSHIP
(Name of Small Business Issuer in Its Charter)

Illinois                                      36-3673459
(State or Other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)                Identification No.)


630 Dundee Road, Suite 345, Northbrook, Illinois  60062
(Address of principal executive offices, including zip code)

847-509-1500
(Issuer's Telephone Number, Including Area Code)


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

     Securities registered pursuant to Section 12(g) of the
     Exchange Act:
     
                     LIMITED PARTNERSHIP UNITS

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

                                             [X] Yes     [ ] No

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.        [X]

     The issuer's revenues for the fiscal year ended December 31,
1996 were $236,243.

     The aggregate market value of the voting securities of the
registrant beneficially owned by non-affiliates of the registrant
(the exclusion of the market value of the shares owned by any
person shall not be deemed an admission by the registrant that
such person is an affiliate of the registrant) at December 31,
1996 was approximately $25,152*

                DOCUMENTS INCORPORATED BY REFERENCE
                               None.

*There has not been, nor is there expected to be, a public market
for the limited partnership units; the market value of $25,152 is
based on the book value per unit of limited partnership interest.

                                                     Page 1 of 27

<PAGE>

                                  PART I

ITEM 1.        DESCRIPTION OF BUSINESS

     The registrant, Triumphe Leasing Limited Partnership (the
"Partnership"), is a limited partnership organized in 1989 under
the Revised Uniform Limited Partnership Act of the State of
Illinois.  The Partnership sold 145.348 Limited Partnership Units
(the "Units") to the public from February 26, 1990, the date on
which the Partnership's operations commenced, through February
26, 1992, the date on which the offering terminated, pursuant to
a Registration Statement on Form S-18 filed with the Securities
and Exchange Commission (Registration No. 33-32613).  The
business of the Partnership is to acquire, own, lease, maintain,
manage and sell various items of new and used computer, computer
peripheral, telecommunications and office equipment
("Equipment").

     EQUIPMENT ACQUISITION.  The General Partners select
Equipment which they believe will maintain residual value.  Among
the factors adversely affecting the residual values of Equipment,
and which make predictions of residual value uncertain, are
advances in technology that render equipment obsolete, reductions
in sales prices or rental rates by manufacturers of comparable
new equipment, and surpluses in the marketplace for comparable
equipment.  The General Partners utilize data prepared by
recognized appraisal or valuation firms as a guide to estimating
the residual values of Equipment.

     TERMS OF LEASES.  The General Partners generally lease
Equipment to lessees for initial terms ranging from six months to
six years, under agreements which impose on the lessees all costs
of maintenance, taxes and insurance for the equipment.  The
leases may grant the lessees options to extend their leases or to
purchase the leased Equipment at the end of the initial lease
terms.

     LESSEES.  The Partnership leases Equipment to lessees
believed by the General Partners to be creditworthy.  The General
Partners depend heavily on the lease credit evaluations of the
Partnership's lenders which, in turn, look primarily to rentals
under the leases to repay their loans.

     LEVERAGE.  The General Partners typically finance the
purchase of Equipment by the use of nonrecourse loans in an
amount in excess of 50% of the purchase price thereof.  A
nonrecourse loan is one in which the lender agrees that its
recourse in the event of default is limited to the equipment
securing the loan, the rents payable under the related lease and
the proceeds derived from their sale, and that neither the
Partnership nor any Partner will be liable for payment.  It is
anticipated that the loans will generally be in the maximum
amount which can be repaid with interest out of the lease rentals
receivable during the initial lease terms.  The debt incurred
generally bears a fixed interest rate over the term of the loan,
rather than a variable rate which changes with the prime rate or
other criteria.

     REFINANCING AND SALE OF EQUIPMENT.  In some cases the
Partnership disposes of Equipment at the end of the initial term
of the related lease.  This may be accomplished by (a) selling
the Equipment to the lessee, (b) selling the Equipment in the
open market, (c) negotiating an extension of the lease term, and
(d) securing a new lessee and selling the Equipment subject to
the extended or new lease to another investor.  In other cases at
the end of the initial term of a lease, the Partnership may
retain the Equipment and enter into a new or extended lease.  The
Partnership will then either (a) refinance the Equipment, which
will permit the Partnership to distribute to the Partners any
cash received in the refinancing or (b) retain the debt-free
leased Equipment so as to secure for the Partnership the rental
income under the lease.  The Partnership may also sell the lease
prior to the end of the initial lease term.  It is not
anticipated that the terms of any extended or replacement leases
will extend beyond December 31, 1997.

                                                     Page 2 of 27

<PAGE>

     INDEPENDENT BROKERS.  Most of the Partnership's Equipment
purchases and related lease opportunities are brought to its
attention by independent leasing brokers, which either charge the
Partnership a commission for their services or alternatively
purchase the Equipment and secure the lessee and then resell the
package to the Partnership at a profit.  Independent brokers are
also compensated by the Partnership for assisting in the
re-leasing and disposition of its Equipment.  The independent
brokers also participate in the proceeds of the leases on a
percentage or fixed basis after the Partnership has earned a
specified return on its investment in a lease.

     NO COMMITMENTS.  The foregoing description of the business
of the Partnership is only a statement of the past transactions
and present intention of the General Partners, and should not be
viewed as a commitment as to the Partnership's future business
activities.  The General Partners are granted unlimited
discretion in the Partnership Agreement to make all decisions
regarding the business of the Partnership.  These decisions will
include the type of equipment to be acquired, the terms of
leases, the amount and nature of borrowings, and the time and
terms of Equipment disposition.  The General Partners intend to
exercise sound business judgment in response to market conditions
when making these decisions, which may result in substantial
deviations from the business now conducted.

     As of December 31, 1996, the Partnership had purchased
$16,685,022 worth of Equipment.  The Equipment owned by the
Partnership to date consists of computer hardware and
peripherals.

     The following is a summary of each of the leases and related
Equipment acquired by the Partnership through December 31, 1996
and owned during 1996:

     YAMAHA MOTOR CORP., U.S.A.  Under the terms of a lease
agreement entered into by Yamaha Motor Corp., U.S.A. ("Yamaha")
dated November 20, 1987, Yamaha has leased various computer
equipment and peripheral devices.   In August 1991, the
Partnership acquired computer equipment leased to Yamaha under
two lease schedules to the above-described master lease
agreement.  The purchase price to the Partnership of Schedule No.
9 and the equipment leased thereunder was $7,695, no portion of
which was financed.  The purchase price to the Partnership of
Schedule No. 10 and the equipment leased thereunder was $70,782,
of which $6,072 was paid in cash and the balance paid through the
assumption of existing nonrecourse debt.  The monthly rent for
Schedule No. 9 was $249 and the monthly rent for Schedule No. 10
was $2,185.  The initial term of Schedule No. 9 expired April 30,
1994, and the initial term of Schedule No. 10 expired June 30,
1994.  The equipment subject to schedule No. 9 was sold in
December 1995.  Schedule No. 10 renewed with respect to part of
the equipment at a monthly rent of $106 on a month-to-month basis
and the equipment was purchased by Yamaha in December 1996.  The
rest of the equipment subject to Schedule No. 10 was sold in
1995.

     Yamaha, a wholly owned subsidiary of Yamaha Motor Co. Ltd.
("YMC"), is the exclusive importer and distributor in the
continental United States and Alaska of products manufactured by
YMC, principally, motorized vehicles (motorcycles, scooters,
outboard motors, snowmobiles, golf carts and marine vehicles).


                                                     Page 3 of 27

<PAGE>

     THRIFT DRUG, INC.  The Partnership acquired five IBM direct
access computer storage devices and a lease of such equipment to
Thrift Drug, Inc., a wholly owned subsidiary of J.C. Penney
Company, Inc. ("Thrift Drug").  Thrift Drug had leased the
equipment pursuant to an equipment schedule to a master lease
agreement dated as of December 3, 1990 between Thrift Drug and
the original lessor of the equipment.  The initial term of the
schedule was 48 months and commenced on February 1, 1991.  The
equipment has been financed on a nonrecourse basis.  The cost of
the equipment and schedule to the Partnership was $849,727.  The
required equity investment of the Partnership was $70,713.  The
balance of the purchase price was paid by assuming nonrecourse
debt.

Pursuant to a rider to the equipment schedule dated January 21,
1993, additional equipment was provided to the lessee and the
lease term was extended by two years.  The monthly rent was
$14,980.  To finance the cost of the additional equipment and the
extension of the original lease term, the Partnership assumed
nonrecourse debt of $603,118.  The loan proceeds were applied to
the outstanding balance of the original debt and the cost of the
additional equipment.  The remaining proceeds were divided
between the Partnership and the original lessor.

     Pursuant to a master lease agreement entered into by the
Partnership and Thrift Drug, dated as of May 31, 1995, and
an equipment supplement dated May 31, 1995, the Partnership and
Thrift Drug terminated the original master lease agreement and
equipment schedules, and renewed the original and upgraded
equipment. The initial term of the schedule was 26 months which
commenced on June 1, 1995.  The monthly rent is $12,978.  

          Thrift Drug, Inc. operates a chain of retail drug
stores.



     BANTAM DOUBLEDAY DELL PUBLISHING GROUP, INC.  Under the
terms of a master equipment lease agreement entered into by
Bantam Doubleday Dell Publishing Group, Inc. ("Bantam") dated as
of July 29, 1991, and a lease schedule dated August 9, 1991,
Bantam leased a Digital Equipment Corporation Model 9000-210
computer system.  The initial term of the schedule was 60 months,
commencing on August 1, 1991.  The monthly rent was $25,642.

     The Partnership acquired the schedule and related equipment
from the original lessor of the equipment as of October 1, 1991. 
The purchase price to the Partnership was $1,203,457.  The
Partnership paid this amount by assuming nonrecourse indebtedness
relating to the equipment in the principal amount of $1,157,157
and by paying $45,800 in cash.  In August 1993, Bantam exercised
its early termination option pursuant to the lease and paid an
early termination fee.  The related debt of the schedule has been
retired and certain units of the Equipment relating to the
schedule were sold; the Partnership sold the remaining items of
Equipment in August 1996.

     Bantam Doubleday Dell Publishing Group, Inc. is a publisher
of mass-marketed and trade books.

     HALLIBURTON COMPANY.  Under the terms of a master equipment
lease agreement entered into by Halliburton Company 
("Halliburton") dated October 16, 1991, and a lease schedule
dated May 4, 1992, Halliburton has leased 35 IBM printers.  The
initial term of the schedule is 24 months, commencing on July 1,
1992.  The monthly rent is $3,628.  

     The Partnership acquired the schedule and the equipment
lease thereunder from the original lessor of the equipment as of
July 1, 1992.  The purchase price to the Partnership was
$183,702.  The Partnership paid this amount in cash.  

     The term of the schedule with respect to 28 IBM printers was
renewed, for a term expiring in June 1996, at a monthly rent of
$3,080.  At the expiration of the renewal term, Halliburton
purchased the 28 IBM printers in July 1996.  The Partnership sold
the remaining 7 IBM printers in March 1995. 

     Halliburton Company specializes in providing oil field
services; engineering and construction of refineries,
petrochemical and generating plants, pulp and paper mills.

                                                     Page 4 of 27
<PAGE>

     ADVANTIS.  Under the terms of a master lease agreement dated
January 4, 1990 entered into by Advantis, having accepted
assignment of the master lease agreement and related equipment
supplements from the original lessee, and seven equipment
supplements dated August 1, 1992 and September 1, 1992, Advantis
has leased computer equipment manufactured by IBM.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the supplements.  The term
of each supplement is 36 months.  The commencement for one
supplement was September 1, 1992; the commencement date for the
other supplements was August 1, 1992.  The aggregate monthly rent
for the supplements is $4,698.  The cost to the Partnership of
the equipment and supplements was $173,571.  The Partnership paid 
$22,533 of this amount in cash, and the balance by assuming
nonrecourse financing of the equipment.

     The original lease expired in July and August 1995.  One
schedule was renewed for 12 months commencing on August 1, 1995,
with a monthly rent of $703, and is currently renewed on a
month-to-month basis.  The remaining schedules are leased on a
month-to-month basis with a monthly rent of $3,596.

     Advantis is a joint venture between a wholly owned
subsidiary of IBM and a wholly subsidiary of Sears, Roebuck and
Co. which provides information network, data processing and
telecommunication services.

     LASER MAGNETIC STORAGE INTERNATIONAL COMPANY.  Under the
terms of a master equipment lease agreement entered into by Laser
Magnetic Storage International Company ("Laser Magnetic") dated
March 15, 1992, and an equipment schedule dated August 3, 1992,
Laser Magnetic has leased computer equipment manufactured by IBM. 
The term of the schedule is 36 months which commenced on July 20,
1992.  The monthly rent is $8,051.  The cost to the Partnership
of the equipment and schedule was $278,602.  The Partnership paid
$36,266 in cash, and the balance by assuming nonrecourse
financing of the equipment. 

     The original lease expired in July 1995.  Certain units of
the schedule were leased on a month-to-month basis with a monthly
rent of $1,062, and were sold in June 1996.  The Partnership sold
the remaining units in 1995.

     Laser Magnetic develops, manufactures and markets optical
disk drives, tape drives and optical media.

     LITTON INDUSTRIAL AUTOMATION SYSTEMS, INC.  Under the terms
of a master lease agreement entered into by Litton Industrial
Automation Systems, Inc. ("Litton") dated November 30, 1989, and
equipment schedules dated November 27, 1991, December 4, 1991,
and December 12, 1991, Litton has leased computer equipment
manufactured by Digital Equipment Corporation and IBM.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the schedules.  The term of
the schedules is 36 months which commenced January 1, 1992.  The
aggregate monthly rent is $16,615.  The cost to the Partnership
of the equipment and schedules was $579,606.  The Partnership
paid $88,950 in cash, and the balance by assuming existing
nonrecourse financing of the equipment.

     The schedule expired in December 1994.  The Partnership
entered into a new lease with respect to certain units of the
equipment with Western Atlas, Inc., a new entity which was
formerly a division of Litton.  The new term expires in December
1997.  The monthly rent is $1,995.  The Partnership has sold
certain units of the equipment, and is in the process of
remarketing the remaining items of equipment.

     Litton is in the business of automated storage and retrieval
systems, systems software, and computer-controlled manufacturing
systems.

     MARATHON OIL.  Under the terms of a master lease agreement
entered into by Marathon Oil Company ("Marathon") dated April 29,
1988 and an equipment schedule dated October 4, 1991, Marathon
has leased computer equipment manufactured by Amdahl.

     The Partnership has acquired from the original lessor the
equipment and all of the rights under the schedule.  The term of
the schedule is 36 months which commenced on October 1, 1991. 
The quarterly rental payment is $32,900.  The cost to the
Partnership of the equipment and schedule was $333,426, which was
paid in cash.

     Certain units of the equipment subject to the schedule were
upgraded and renewed for a term expiring in September 1997, with
a monthly rent of $3,904.  The remaining items of equipment were
sold.

     Marathon owns and operates domestic and foreign oil and gas
exploratory and producing properties.

                                                     Page 5 of 27

<PAGE>
<TABLE>

     The following tabulation sets forth the lessee, the equity
investment of the Partnership, the debt incurred at the date of
acquisition, the lease term at the acquisition of the Equipment
and lease term remaining at January 1, 1997:
<CAPTION>
                                        Lease Term     Lease Term
                                        At Equipment   Remaining
                                        Acquisition    at 1/1/97
Lessee           Equity        Debt     (in months)   (in months) 
----------      -------      -------    ----------    ----------
<S>         <C>         <C>                 <C>          <C>
Kawasaki      $    200      $ 1,137          11          (1)
Yamaha           4,700       22,717          14          (1)
Burlington      43,500         --            10          (2)
Kawasaki           200        1,078          19          (3)
Kawasaki           600        2,443          22          (1)
Kawasaki        25,900       56,863          12          (4)
Transamerica   159,000         --            24          (1)
Kawasaki         6,500         --            12          (1)
Kawasaki         5,000       72,318          30          (1)
Allied Signal   52,358      283,759          19          (5)
Kawasaki        32,255       90,639          21          (1)
Kawasaki         4,760         --            35          (6)
SEI            568,813    4,958,918          22          (1)
Fingerhut      146,582      281,202          34          (1)
Fingerhut       21,239       43,461          32          (1)
Fingerhut       82,685      147,000          34          (1)
Yamaha           3,214       76,603          32          (1)
Yamaha           2,664       68,160          33          (1)
Kawasaki         4,000       32,299          41          (1)
Kawasaki         1,700       16,585          33          (1)
Centerior      134,108         --            33          (1)
Yamaha           9,900         --            40          (7)
GEIS            60,000    2,632,596          44          (1)
Kawasaki        13,299         --            35          (1)
Yamaha           7,695         --            36          (1)
Halliburton    183,702         --            24          (8)
Yamaha           6,072       64,710          35          (9)
Kawasaki        19,070         --            36          (1)
Kawasaki         8,546       66,032          32          (1)
Marathon       333,426         --            27         (10)
EUA            193,000    2,386,020          44          (1)
Litton
  Industrial    88,950      490,656          33         (11)
Equibank        46,000         --            30         (12)
Laser Magnetic  36,266      242,336          36         (13)
Advantis        22,533      151,038       35-36         (14)
Kawasaki         7,500      107,830          58         (15)
Bantam          45,800    1,157,158          57         (16)
Thrift Drug     70,713      779,014          46         (17)
               -------    ---------       

TOTAL       $2,452,450  $14,232,572
            ==========  ===========
<FN>
</TABLE>                                             Page 6 of 27

<PAGE>


                    
(1)  Lease expired and equipment sold.
(2)  Renewed at a monthly rental of $3,760 for a 5-month term
     ended September 1992; equipment was leased on month-to-month
     basis after renewal until expiration in June 1993; equipment
     sold in July 1993.
(3)  Lease renewed for 10 months; equipment sold September 1992.
(4)  Lease renewed at monthly rate of $2,650 for 12-month term
     ended in July 1992 after initial lease expiration. Lease
     subsequently renewed for 4-month term, upon completion of
     which, equipment was sold.
(5)  Initial term expired; lease renewed at a monthly rate of
     $16,145 for a 7-month term ended June 1993; lease renewed
     at monthly rate of $5,520 for a two-year term ending in June
     1995; equipment sold October 1995.
(6)  Initial term expired in February 1994; lease renewed at a
     monthly rate of $100 for a 12-month term ending in February
     1995; equipment sold August 1995.
(7)  Initial term expired in December 1993; lease renewed for
     12-month term ending in December 1994; equipment sold
     December 1995.
(8)  Lease expired in June 1994; lease with respect to part of
     the equipment was renewed for a 24-month term ending in June
     1996, and the lessee purchased this equipment in July 1996;
     the rest of the equipment was sold in March 1995.
(9)  Lease expired in June 1994; part of the equipment is leased
     on a month-to-month basis at a monthly rent of $106 and
     the lessee purchased the equipment in December 1996; the
     rest of the  equipment was sold in 1995.
(10) Lease expired in September 1994; part of the equipment was
     upgraded and the schedule was renewed with respect thereto
     for a term expiring in September 1997 at a monthly rent of  
     $3,904; the rest of the equipment was sold.
(11) Lease expired in December 1994; the Partnership entered into
     a new lease with respect to part of the equipment with
     Western Atlas, Inc., formerly a division of the original
     lessee, for a 36-month term expiring in December 1997; the
     Partnership is in the process of remarketing the rest of the
     equipment. 
(12) Lessee exercised early termination option in December 1993;
     equipment sold August 1994.
(13) Lease expired in July 1995; part of the equipment is leased
     on a month-to-month basis with a monthly rent of $1,062, and 
     was sold in June 1996; the rest of the equipment was sold in 
     1995.
(14) Lease expired in July and August 1995; part of the equipment
     was renewed for 12 months at a monthly rent of $703, and is  
     currently renewed on a month-to-month basis.  The remaining  
     equipment is leased on a month-to-month basis at a monthly   
     rent of $3,596.
(15) Lessee exercised early termination option in January 1993;
     Equipment sold March 1993.
(16) Lessee exercised early termination option in August 1993;
     certain units of the Equipment were sold with the remaining
     Equipment sold August 1996.
(17) Equipment on lease upgraded; initial term extended 2 years
     ended January 1997.  Original lease and schedules terminated
     pursuant to master lease agreement between the Partnership
     and Thrift Drug dated May 31, 1995. Renewal of original and  

     upgraded equipment in June 1995 for 26 months.

     

     COMPETITION.  The equipment leasing industry is highly
competitive and the Partnership competes with other leasing
companies, with equipment manufacturers and distributors, and
with other entities similar to the Partnership, most of which
have greater financial resources than the Partnership and more
experience in the equipment leasing business than the General
Partners.  Other leasing companies and especially equipment
manufacturers and distributors may be in a position to offer
equipment for lease upon financial terms more favorable than
those which the Partnership can offer and may also be in a
position to offer trade-in or exchange privileges on a wide range
of equipment, a pass-on of any investment tax credit,
comprehensive maintenance contracts, and other services and
benefits to lessees which the Partnership does not offer.

     MAJOR CUSTOMERS.  Approximately 88% of the Partnership's
lease income in the year ended December 31, 1996 was from five
customers.  For those direct financing leases in which the
Partnership has a net investment at December 31, 1996, 100% was
with one customer.  See Note 4 in "Notes to Financial Statements"
in this report.

     EMPLOYEES.  The Partnership does not have any employees.

                                                     Page 7 of 27

<PAGE>

ITEM 2.    DESCRIPTION OF PROPERTY

     See "Item 1--Description of Business" in this report.


ITEM 3.      LEGAL PROCEEDINGS
     
               None.

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

               None.

     
                              PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS

     There has not been, nor is there expected to be, a public
market for the Units.  As of December 31, 1996, there were 195
holders of Units.

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
             OPERATION

     The Partnership commenced the offering of Limited
Partnership Units and began operations on February 26, 1990.  As
of February 26, 1992, the date on which the offering of Units
terminated, the Partnership had sold $2,906,960 in Units. 
Through December 31, 1996, the Partnership had acquired
$16,685,022 of leased equipment, excluding capitalized equipment
acquisition costs, with an equity investment of $2,452,450 and
nonrecourse bank borrowings of $14,232,572.

OPERATIONS

     Total revenues increased to $236,463 for the fiscal year
ended December 31, 1996 ("fiscal 1996") from $172,673 for the
fiscal year ended December 31, 1995 ("fiscal 1995").  Total
revenues consist of lease rental income and the gain (loss) on
sale of equipment under lease. This increase in total revenues
resulted from a gain on the sales of equipment under lease.
However, lease income prior to the gain on the sale of equipment
under lease, decreased due to the expiration of leases.

     Operating expenses decreased to $134,341 for fiscal 1996
from $311,856 for fiscal 1995.  Operating expenses consist of
interest on nonrecourse financing of equipment purchased,
depreciation of equipment under operating leases, administrative
expenses, and payments to a related party for administrative cost
reimbursements.  The decrease in operating expenses from fiscal
1995 to fiscal 1996 resulted primarily from the decrease in the
amount of equipment under lease due to lease expirations.

LIQUIDITY AND CAPITAL RESOURCES

     Cash of the Partnership at December 31, 1996 include
undistributed cash available from operations during the period
February 26, 1990 to December 31, 1996.

     The Partnership has a cash management program which provides
for the temporary investment of offering proceeds in various
short-term money market instruments pending their investment in
Equipment.

     The Partnership generally finances the purchase of Equipment
by the use of nonrecourse loans in an amount in excess of 50% of
the purchase price thereof.  The indebtedness incurred by the
Partnership related to the acquisition of Equipment is generally
fully amortized by the monthly rent payments due to the
Partnership under related leases.

     The Partnership maintains a working capital and contingency
reserve in an amount equal to 1% of the gross proceeds of the
offering of Units.  Such amount, together with any amount
reserved from operations, will be available to meet working
capital requirements and to provide for contingencies.

                                                     Page 8 of 27

<PAGE>


ITEM 7.        FINANCIAL STATEMENTS

     The financial statements of the Partnership as of December
31, 1996 and for the years ended December 31, 1996 and December
31, 1995 and the notes thereto are set forth elsewhere herein.

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURES

              None.


                             PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
              CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF  
              THE EXCHANGE ACT

     The Partnership has no directors or executive officers.  The
General Partners of the Partnership are Gerald A. Horwitz and TL
General Corp., an Illinois corporation ("TL General"), the sole
Director of which is Mr. Horwitz.  Mr. Horwitz serves as Director
of TL General until his successor is elected.  

     The executive officers of TL General are Mr. Horwitz and
Jerry Schwartz, who were elected to serve until their successors
are elected and qualified.

     GERALD A. HORWITZ.  Mr. Horwitz, age 61, is the President
and sole Director of TL General.  He is also the Chairman of the
Board, sole Director, President, Treasurer and sole voting
shareholder of Raffaello, Inc., the sole shareholder of TL
General, as well as the sole Director and Treasurer of Triumphe
Leasing Group, Inc. and Horwitz & Associates, Inc. (formerly
known as Horwitz, Schakner & Associates, Inc. and G.A. Horwitz &
Co. Inc.), a securities broker-dealer and investment adviser,
President and sole Director of TL General VIII Corp., the
corporate General Partner of Triumphe Leasing VIII L.P., and
President and sole Director of TL General IX Corp., the corporate
General Partner of Triumphe Leasing IX L.P.  Prior to organizing
Horwitz & Associates, Inc. in 1970, Mr. Horwitz served as an
officer of Thomson, McKinnon and Auchincloss and prior to that he
served as an officer of Blair and Company, which were New York
Stock Exchange member firms.  Mr. Horwitz attended Roosevelt
University in Chicago, where he earned a Bachelor of Science
Degree. He also attended the University of Wisconsin as an
undergraduate and, the University of Chicago as a post-graduate
student and served part-time as an instructor at Northwestern
University.

     Mr. Horwitz has served as a general partner of Res-Com,
Ltd., Unilease Associates, Quest, Valley Associates, Leasing
Income Associates, Equipment Leasing Partners and Triumphe
Leasing  VIII L.P. and Triumphe Leasing IX L.P.; and as an
officer and Director of the sole general partners of Triumphe
Leasing VIII L.P., Triumphe Leasing IX L.P. and Concorde Leasing
Limited Partnership and Invalease, Ltd.  Each of these entities
are Illinois limited partnerships engaged in the equipment
leasing business.  Mr. Horwitz is also the sole trustee of Tax
Advantaged Income Trust, a grantor trust formed in 1985 under
Illinois law to purchase and lease equipment.

     JERRY SCHWARTZ.  Mr. Schwartz, age 51, has served in various
executive capacities for affiliates of Raffaello, Inc. since
April 1987.  He is Vice President, Secretary and Treasurer of TL
General, TL General VIII Corp. and TL General IX Corp.  From 1982
to 1987, he served as a principal of J.L. Schwartz & Co., Inc., a
public accounting firm.  Prior thereto, Mr. Schwartz served as an
accounting and operational manager for a certified public
accounting firm.

     There is no family relationship among the foregoing
officers.

                                                     Page 9 of 27

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     As stated in Item 9, the Partnership has no executive
officers or directors.  The compensation to the General Partners
is set forth in Item 12 of this report.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

     As of December 31, 1996, no person owned of record or was
known by the Partnership to own beneficially more than 5% of the
Partnership's Units then outstanding.

     The Partnership has no executive officers.  As of December
31, 1996, Gerald A. Horwitz beneficially owned 0.789 Unit;
neither TL General Corp. nor Jerry Schwartz owned any Units.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     FEES TO GENERAL PARTNERS AND AFFILIATES.  The General
Partners and their affiliates receive substantial fees,
compensation and reimbursement of expenses from the Partnership.

     For its services as placement agent of the Partnership,
Horwitz & Associates, Inc. ("H&A"), an affiliate of Messrs.
Horwitz and Schwartz, received a sales commission of 8% of the
gross proceeds from the offering of Units.

     For its services in locating and acquiring equipment, and
arranging for financing and locating lessees, the Partnership
will pay to the General Partners and their affiliates an
Equipment Acquisition Fee in an amount equal to 5% of the
Partnership's equity investment in such equipment; provided,
however, that the Equipment Acquisition Fee shall not be paid if,
and to the extent that, such payment shall cause the amount of
gross proceeds of the offering invested in Equipment (including
costs of investments other than Equipment) to be less than 85% of
the gross proceeds of the offering.

     For its services in connection with the sale of any
Equipment, the Partnership may pay to the General Partners and
their affiliates a Subordinated Resale Fee in an amount equal to
one-half of a Competitive Equipment Sale Commission, not to
exceed 3% of the contract sales price of such Equipment, provided
that any Subordinated Resale Fee earned shall not be paid to the
General Partners and their affiliates prior to "Payout."  Payout
is defined as the time when the aggregate amount of all
distributions to the Investor Limited Partners of Distributable
Cash equals the sum of:  (i) the aggregate amount of the Investor
Limited Partners' Capital Contributions, and (ii) a cumulative,
non-compounded 12% annual return on the aggregate amount of each
Investor Limited Partner's unreturned Capital Contributions
(calculated from the date such Investor Limited Partner was
admitted to the Partnership).  For purposes of this definition,
Capital Contributions shall be deemed to have been returned only
to the extent that distributions of Distributable Cash to the
Investor Limited Partners exceed the amount required to satisfy
such 12% annual return.  If the General Partners participate with
an independent broker on resale, such subordination shall apply
only to the General Partners' Resale Fee.  In no event shall
total commissions paid to all persons exceed that which is
reasonable, customary and competitive in light of the size, type
and location of the equipment.

     During fiscal 1995 and fiscal 1996, the Partnership paid no
sales commissions to H&A and no acquisition fees to the General
Partners.

     ALLOCATIONS AND DISTRIBUTIONS OF THE PARTNERSHIP.  In
accordance with the Partnership Agreement, the General Partners
received distributions of $1,168 and were allocated net income of
$1,021 for fiscal 1996.

     REIMBURSEMENTS AND FUTURE SERVICE.  From time to time, the
Partnership may engage either or both of the General Partners or
any affiliate of the General Partners, in individual or corporate
capacities and not in the capacities of Partner or affiliate of a
Partner, when and as required, to perform services for the
Partnership on terms that are usual and customary for such
services in the area in which such services are to be rendered. 
Such services may include services related to the administration
of the Partnership (e.g., bookkeeping, preparation of tax
returns, SEC reports and filings and preparation of reports to
investors) and the operation of the Partnership (e.g.,
maintenance and re-leasing of the Equipment and collection of
lease payments).  Under such circumstances, the person so engaged
would be expected to earn reasonable compensation for such
activities.  The General Partners presently estimate that such
reimbursements will not exceed $50,000 per year.  In addition,
reimbursements in amounts not presently determinable will also be
made from time to time to the General Partners and their
affiliates for reasonable expenses incurred in connection with
the management, administration and operation of the Partnership
and the acquisition of Equipment.

     The Partnership paid or accrued reimbursements of $4,705 and
$14,705 for fiscal 1996 and fiscal 1995, respectively, to
Triumphe Leasing Group, Inc., an affiliate of the General
Partners.

                                                    Page 10 of 27

<PAGE>

                              PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The exhibits, as listed in the Exhibit Index set forth
on page E-1, are submitted as a separate section of this report.

     (b)  No current reports on Form 8-K were filed during the
quarter ended December 31, 1996.


                                                    Page 11 of 27 
 
                       

<PAGE>
                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                             TRIUMPHE LEASING LIMITED PARTNERSHIP
                             
                             By:  TL GENERAL CORP.,
                             Its: General Partner
Date: March 4, 1997          By: /s/ Gerald A. Horwitz     
                                 ---------------------
                             Gerald A. Horwitz, President
                             
     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.


Signature                     Titles(s)                     Date


     
/s/ Gerald A. Horwitz  Sole Director and President  March 4, 1997 
---------------------  of the corporate General 
Gerald A. Horwitz      Partner and as a General 
                       Partner (Principal Executive   
                       Officer)

/s/ Jerry Schwartz 
---------------------  Vice President, Secretary,   March 4, 1997 
Jerry Schwartz         and Treasurer of the corporate
                       General Partner (Principal  
                       Financial and Accounting Officer)

                                                    Page 12 of 27

<PAGE>


                               EXHIBIT INDEX


Exhibit No.         Description                   Page No. 1*

1.   Copy of the Partnership's Certificate of Limited Partnership
     filed with the Illinois Secretary of State on November 9,   
     1989 (Incorporated by reference to Exhibit 4.4 to
     Registration  Statement No. 33-32613).

2.1  Copy of the Partnership's original Agreement of Limited
     Partnership, dated November 9, 1989 (Incorporated by   
     reference to Exhibit 4.3 to Registration Statement No.
     33-32613).

2.2  Form of Amended and Restated Agreement of Limited
     Partnership (Incorporated by reference to Exhibit A to the   
     Partnership's prospectus dated February 26, 1990 as part of  
     Registration Statement No. 33-32613).

27.  Financial Data Schedule

[FN]

* Included only in manually signed original.

                                                    Page 13 of 27

<PAGE>

                   TRIUMPHE LEASING LIMITED PARTNERSHIP
                           Financial Statements
                  Years Ended December 31, 1996 and 1995

                                                    Page 14 of 27

<PAGE>

                   TRIUMPHE LEASING LIMITED PARTNERSHIP
                                                        
Contents       

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS              3


FINANCIAL STATEMENTS                                   
     Balance Sheet                                              5
     Statements of Operations                                   6
     Statements of Partners' Equity                             7
     Statements of Cash Flows                                   8
     Summary of Accounting Policies                          9-11
     Notes to Financial Statements                          12-14


                                                    Page 15 of 27

<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Partners
Triumphe Leasing Limited Partnership
Northbrook, Illinois


We have audited the accompanying balance sheet of Triumphe
Leasing Limited Partnership as of December 31, 1996, and the
related statements of operations, partners' equity and cash flows
for the years ended December 31, 1996 and 1995.  These financial
statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.


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


In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Triumphe Leasing Limited Partnership at December 31, 1996, and
the results of its operations and its cash flows for the years
ended December 31, 1996 and 1995, in conformity with generally
accepted accounting principles.


/s/ BDO Seidman LLP


Chicago, Illinois
January 17, 1997  

                                                    Page 16 of 27

<PAGE>



                           FINANCIAL STATEMENTS


                                                    Page 17 of 27
_________________________________________________________________



<PAGE>
<TABLE>
                   TRIUMPHE LEASING LIMITED PARTNERSHIP
                            BALANCE SHEET     
<CAPTION>
                                                December 31, 1996
                                                ----------------- 
<S>                                                    <C>
ASSETS

CURRENT ASSETS
  Cash                                                $    16,764
    Accounts receivable                                    21,982
    Net investment in direct financing 
    leases (Notes 1 and 4)                                 88,750 
                                                        _________
                                                                 
TOTAL CURRENT ASSETS                                  $   127,496 



Computer Equipment on Operating Leases, 
less accumulated depreciation of $170,677 
(Note 1)                                                   34,000
                                                        ---------

                                                      $   161,496
                                                        =========
    
LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
       Accounts payable                               $     4,095
       Current maturities of long-term debt 
      (Note 1)                                            122,083
       Other liabilities                                    9,804

TOTAL LIABILITIES                                         135,982
                                                        ---------

PARTNERS' EQUITY
       General partners                                       362
       Limited partners                                    25,152
                                                        ---------

TOTAL PARTNERS' EQUITY                                     25,514

                                                        ---------
                                                      $   161,496
                                                        =========

<FN>
See accompanying summary of accounting policies and notes to 
financial statements. 
</TABLE>
                                                    Page 18 of 27
<PAGE>
<TABLE>
                   TRIUMPHE LEASING LIMITED PARTNERSHIP
                         STATEMENTS OF OPERATIONS  
     
<CAPTION>

                               Year Ended          Year Ended 
                            December 31, 1996   December 31, 1995
                            -----------------   ----------------- 
<S>                               <C>                <C>
REVENUES
  Lease income (Note 4)          $  178,890         $   234,144
  Gain (loss) on sale of 
  equipment under lease              57,573             (61,471)
                                  ---------           ---------- 

NET REVENUES                        236,463             172,673
                                  ---------           ----------  

OPERATING EXPENSES:
  Interest                           19,189              42,184
  Depreciation and amortization      97,252             210,258
  Administrative (Note 2)            17,900              59,414
                                  ---------           ----------
  TOTAL OPERATING EXPENSES          134,341             311,856
                                  ---------           ----------
NET INCOME (LOSS)                $  102,122         $  (139,183) 
                                  =========           ==========


NET INCOME (LOSS) ALLOCATED TO
  General partners               $    1,021         $    (1,392)
  Limited partners                  101,101            (137,791) 
                                  ---------           ----------  
   

                                 $  102,122         $  (139,183) 
                                  =========           ==========

WEIGHTED AVERAGE UNITS OUTSTANDING 
  DURING THE YEAR:
  General partners                  1.46800             1.46800
  Limited partners                145.34800           145.34800

INCOME (LOSS) PER WEIGHTED AVERAGE UNIT:
  General partners               $     696          $    (948) 
  Limited partners               $     696          $    (948)


<FN>
See accompanying summary of accounting policies and notes to
financial statements.
</TABLE>

                                                    Page 19 of 27

<PAGE>
<TABLE>

                   TRIUMPHE LEASING LIMITED PARTNERSHIP
                      STATEMENTS OF PARTNERS' EQUITY        

                                     
<CAPTION>
                        TOTAL          GENERAL         LIMITED    
                                       PARTNERS        PARTNERS
<S>                      <C>            <C>             <C>
PARTNERS' EQUITY, 
  at January 1, 1995    $  341,640     $    3,509      $  338,131 

DISTRIBUTIONS   
($1,100 per unit)         (161,605)        (1,608)      (159,997)
NET LOSS                  (139,183)        (1,392)      (137,791)
                         ----------      ---------     ----------
PARTNERS' EQUITY,
  at December 31, 1995      40,852            509         40,343

       Distributions 
      ($800 per unit)     (117,460)        (1,168)      (116,292)
       Net income          102,122          1,021        101,101
                         _________       _________     __________
PARTNERS' EQUITY, 
at December 31, 1996    $   25,514      $     362     $   25,152
                         =========       ========      ==========


<FN>
     See accompanying summary of accounting policies and notes to
financial statements.

</TABLE>

                                                  Page 20 of 27

<PAGE>


                      TRIUMPHE LEASING LIMITED PARTNERSHIP

<TABLE>

                                 STATEMENTS OF CASH FLOWS   
     
<CAPTION>

Year ended December 31,                        1996        1995 
<S>                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net income (loss)                      $   102,122  $ (139,183) 
  Adjustments to reconcile 
   net income (loss) to net cash
   provided by operating activities
  Depreciation and amortization               97,252     210,258
   Gain (loss) on sale of 
       equipment under lease                 (57,573)     61,471
  Amortization of unearned income            (29,115)    (51,656)
  Changes in assets and liabilities 
       Increase in accounts receivable       (21,982)        -
       (Decrease) increase in 
         accounts payable                     (3,938)      2,808  
       (Decrease) increase in                 (3,206)     (8,259) 
                                             --------    --------
        Net cash provided by 
        operating activities                  83,560      75,439
                                             _______     ________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal payments received 
  under direct financing leases              155,737     247,241
  Proceeds from sale of equipment 
  under lease                                 60,447      64,343
                                            ________     ________
        Net cash provided by                 216,184     311,584  
        investing activities                ________     ________
 
CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments on nonrecourse 
  debt                                      (183,403)   (260,561)
  Proceeds from nonrecourse debt                -         31,106 
  Distributions to partners                 (117,460)   (161,605)
                                            _________    ________
         Net cash used in                   (300,863)   (391,060)
         financing activities               _________   _________
                                                                 
NET DECREASE IN CASH                          (1,119)     (4,037) 

Cash at the beginning of year                 17,883      21,920 

Cash at the end of year                  $    16,764   $  17,883
                                             ========    ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
    Cash paid during the year
      for interest                       $    19,189   $  42,184
<FN>
See accompanying summary of accounting policies and notes to
financial statements.
</TABLE>
                                                  Page 21 of 27
<PAGE>

               TRIUMPHE LEASING LIMITED PARTNERSHIP

                 SUMMARY OF ACCOUNTING POLICIES        


ORGANIZATION AND BUSINESS
Triumphe Leasing Limited Partnership (the"Partnership"), located
in Northbrook, Illinois, was formed on November 9, 1989 under the
Revised Uniform Limited Partnership Act of the State of Illinois. 
The Partnership acquires, owns, leases, maintains, manages and
sells equipment.  At December 31, 1996 and 1995, 145.348 Limited  
Partnership units were outstanding.

The Partnership maintains its records on the accrual method of
accounting for financial reporting and income tax purposes.  The  
statements do not give effect to any assets or liabilities,
including income taxes, that the partners may have outside of
their interest in the Partnership.  

The Partnership purchases and leases to third parties various
items of equipment.  The equipment purchased by the Partnership
to date and related lease opportunities are brought to the
attention of the Partnership by independent leasing brokers,
who either charge the Partnership a fee for their services or
purchase the equipment and secure the lessee and then resell the
package to the Partnership.  At the conclusion of a lease, the
leased equipment is either (i) released to the same lessee, (ii)
leased to a new lessee or (iii) sold.  Generally, the Partnership
compensates the independent brokers for re-leasing or disposing
of the equipment purchased to date by allowing them to 
participate in the proceeds of the renewal leases or sales.


LEASE ACCOUNTING
The Partnership records leases in conformity with generally
accepted accounting principles and prevalent accounting practices
within the leasing industry.  All existing leases are in the form
of direct financing leases or operating leases.

Direct financing leases are defined as those which transfer
substantially all of the benefits and risks of ownership of the
equipment to the lessee. The Partnership records its net
investment at the inception of the lease as the aggregate of the
gross investment and any initial direct costs less unearned
income, where the gross investment is the aggregate of the
minimum lease payments and the estimated unguaranteed residual
value and unearned income is the difference between the gross
investment and the cost of the leased equipment. Unearned income,
net of initial direct costs, is recognized over the lease term so
as to produce a constant periodic rate of return on the net
investment in the lease.

                                                  Page 22 of 27

<PAGE>

Operating leases are defined as those which do not transfer
substantially all of the benefits and risks of ownership of the
equipment to the lessee.  The leased property is included in
computer equipment on operating leases and depreciated following
the Partnership's depreciation policy.  Rent is reported as
income over the lease term as it becomes receivable according to
the provisions of the lease.

The Partnership evaluates the recoverability of its portfolio of
leases quarterly, or more frequently whenever events and
circumstances warrant revised estimates, and considers whether
the carrying value of leases should be completely or partially
written off.  In 1995, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of."  Accordingly, the Partnership assesses the
recoverability of its portfolio of leases based on undiscounted
estimated future operating cash flows.  If the Partnership 
determines that the carrying value of a lease has been impaired,
the measurement and recognition of the impairment will be based
on discounted estimated future operating cash flows.  The effect
of this change was not significant.

The Partnership's leasing operations consist ofthe leasing of
various types of data processing equipment and telecommunications
equipment.  One of the Partnership's leases is classified as a
direct financing lease which expires next year. Other data
processing equipment (principally computer terminals) is leased
under operating leases that expire during the next year. 


COMPUTER EQUIPMENT ON OPERATING LEASES; DEPRECIATION
Computer equipment on operating leases is stated at cost. 
Depreciation is computed using the double declining balance and
straight-line methods over the estimated useful lives of the
assets.

                                                  Page 23 of 27
<PAGE>

INCOME TAXES     
The Partnership is not a tax-paying entity for federal income tax
purposes and accordingly, no income tax expense has been provided
for in the financial statements.  Income or loss from the
Partnership is required to be reported by the partners on their
respective income tax returns.

The Partnership is responsible for State of Illinois replacement
tax on income it generates.

All of the Partnership's leases are treated as operating leases
for income tax purposes
(Note 3).


MANAGEMENT ESTIMATES

The preparation of 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 disclosure of contingent assets and
liabilities at the date of the statements and reported amounts of
revenue and expenses during the reporting period.  Actual results
could differ from those estimates.

The Partnership has estimated the residual values of equipment
under direct financing and operating leases.  These estimates
have been developed based upon published market values of similar
equipment and the general partners' prior experience.  Management
does not currently expect to incur any loss on the disposition or
lease renewal of equipment currently under lease.  Given the
volatility of market for the resale of computer equipment, it is
reasonably possible that the Partnership's estimates for residual
value may change in the near term.
                                             
                                                  Page 24 of 27

<PAGE>
               TRIUMPHE LEASING LIMITED PARTNERSHIP               
                                  
                  NOTES TO FINANCIAL STATEMENTS      


1.  LEASES AND COMPUTER EQUIPMENT FINANCING

Estimated future minimum lease payments under both direct
financing and operating leases, including estimated residual
values of leased property (unguaranteed) of $2,500, net of
unearned income under direct financing and operating leases at
December 31, 1996 are as follows:


<TABLE>                       
Estimated 1997 minimum lease payments receivable     
<CAPTION>
                   Direct                                  
                   financing    Operating                 Debt
                   leases       leases        Total    maturities
                  ----------   ----------   ---------  ----------
<S>                <C>           <C>          <C>         <C>  
Estimated                                                         
    receivable    $ 93,345      $ 67,681     $161,026    $122,083
Less unearned
    income           4,595          -           4,595        -
                   -------       -------      -------     ------- 
                  $ 88,750      $ 67,681     $156,431    $122,083
                   =======       =======      =======     =======
</TABLE>

The various debt obligations are payable to financial
institutions and include interest at rates ranging from 7.75% to
8.75%.  The Partnership estimates that the fair value of its
fixed-rate borrowings approximates the carrying value at
December 31, 1996 given the Partnership's current borrowing
capabilities.  The debt obligations are collateralized by the
related equipment and future rental payments under the respective
leases.  The indebtedness is without recourse against the
Partnership.



2.  RELATED PARTY TRANSACTIONS  

The Partnership pays companies related to the general partners
through common ownership an equipment acquisition fee, in the
amount of 5% of the Partnership's equity investment in such
equipment for locating and acquiring equipment, arranging lease
financing, and locating lessees. Equipment acquisition fees are
not paid unless at least 85% of the gross limited partner    
contributions have been invested in equipment.  There were no
fees in 1996 and 1995. 

The Partnership reimburses companies related to the general
partners through common ownership for reasonable expenses
incurred in connection with the management, administration and
operation of the Partnership.  These expenses amounted to $4,705
and $14,705 in 1996 and 1995, respectively.  At December 31,
1996, $300 of these expenses are unpaid and included in accounts
payable.

                                                  Page 25 of 27
<PAGE>

3.  RECONCILIATION OF REPORTED NET INCOME (LOSS) TO TAX NET       
    INCOME (LOSS)  
<TABLE>
<CAPTION>  
                                      1996              1995  
<S>                                 <C>              <C>
Reported net income (loss)         $102,122      $   (139,183)
Add tax leasing revenues in 
  excess of reported leasing
  revenues                          126,621           195,586 

Less tax depreciation in excess 
  of reported depreciation          (82,081)         (183,630)
Less tax loss on sales in excess
  of reported loss on sales         (48,267)          (89,083)
                                    --------        ---------- 
   Tax net income (loss)           $ 98,395       $  (216,310)
                                    --------        ----------  
</TABLE>

The Partnership's tax basis in its net assets differs from
the amount at which its net assets are reported for financial
reporting purposes, principally due to the accounting for direct
financing leases. At December 31, 1996, the Partnership's basis
for financial reporting purposes in its net assets was less than
its basis for tax reporting purposes by approximately $48,375. 
As a result, aggregate future income for financial reporting
purposes will be greater than for income tax reporting purposes.


                                                  Page 26 of 27

<PAGE>

4.  MAJOR CUSTOMERS

Approximately 88% of the Partnership's lease income in the year   
ended December 31, 1996 was from five customers.  In the year     
ended December 31, 1995, approximately 82% of lease income was    
derived from five customers.  The percentages are as follows:
                    
<TABLE>
<CAPTION>
                                            1996            1995
                                            ----            ----  
<S>                                          <C>            <C>  
Customer A                                   29%             -%
Customer B                                   20             20
Customer C                                   16             19
Customer D                                   13             10
Customer E                                   10             16
Customer F                                    -             17   
                                            ----           ----
             Total                           88%           82% 
                                            ====           ====   
<FN>        
     The direct financing lease in which the Partnership has a
net investment at December 31, 1996 and 1995 was with one
customer which is a chain of retail drug stores. 
</TABLE>
                                                  Page 27 of 27