WALNUT EQUIPMENT LEASING CO INC
10-Q, 1995-12-15
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ---------------

                                   FORM 10-Q

(Mark One)

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

    For the period ended October 31, 1995
                         ----------------
    or

/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

    For the transition period from --------------- to ---------------

    Commission File Number:  2-65101


                       WALNUT EQUIPMENT LEASING CO., INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                              23-1712443
- --------                                              ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification Number)


         Suite 200, One Belmont Avenue, Bala Cynwyd, Pennsylvania 19004
        ---------------------------------------------------------------
              (Address of Principal executive offices)  (Zip Code)

                                 (610) 668-0700
                                 (800) 866-0809
                                 --------------
              (Registrant's telephone number, including area code)

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  /  /

Indicate the number of shares outstanding of each of the issuer's class of 
common stock, as of December 15, 1995:  $1.00 par value common stock - 1,000 
shares.

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<TABLE>

                            WALNUT EQUIPMENT LEASING CO., INC.

                                          INDEX
<CAPTION>

PART I.  FINANCIAL INFORMATION                                    PAGE NUMBER
- ------------------------------                                    -----------
<S>                                                               <C>
         Item 1. Financial Statements

              Consolidated Balance Sheets; October 31, 1995
              (unaudited) and April 30, 1995                          1-2

              Consolidated Statements of Operations;
              Six months ended October 31, 1995 and 
              1994 and Three months ended October 31, 1995 
              and 1994 (unaudited)                                    3

              Consolidated Statement of Changes in
              Shareholders' Deficit; Six months ended
              October 31, 1995 (unaudited)                            4

              Consolidated Statements of Cash Flows;
              Six months ended October 31, 1995 and 
              1994 (unaudited)                                        5-6

              Notes to Consolidated Financial Statements              7

         Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                           9

PART II. OTHER INFORMATION
- --------------------------

         Item 5. Other Information                                   15

         Item 6. Exhibits and Reports on Form 8-K                    15

</TABLE>

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<TABLE>
                          WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                October 31, 1995    April 30, 1995
                                                ----------------    --------------
                                                  (unaudited)
<S>                                               <C>                <C>
ASSETS

Direct finance Leases:
    Aggregate future amounts receivable 
      under lease contracts                        $  18,617,660     $ 18,829,268
    Estimated residual value of equipment              1,854,653        1,976,244
    Less:
      Unearned income under lease contracts           (3,390,289)     ( 3,436,458)
      Advance payments                                  (577,073)        (579,965)
                                                   -------------      ------------

                                                      16,504,951       16,789,089
      Allowance for doubtful lease receivables        (1,332,810)      (1,413,389)
                                                   -------------      ------------
                                                      15,172,141       15,375,700
                                                   -------------      ------------
Operating Leases:
    Equipment at cost,
      Less accumulated depreciation of
      $9,677 and $6,680, respectively                     33,349           23,316

Cash and cash equivalents                             10,399,281        8,957,949
Other assets (Includes $637,479 paid 
    to or receivable from related 
    parties at April 30, 1995)                         1,169,046        1,086,402
                                                   -------------      ------------

    Total assets                                   $  26,773,817     $ 25,443,367
                                                   =============     ============












                                    SEE ACCOMPANY NOTES             
                                             1             

</TABLE>
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<TABLE>


                          WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS - (Continued)


<CAPTION>
                                                  October 31, 1995   April 30, 1995
                                                   ---------------   --------------
                                                     (unaudited)
<S>                                                  <C>               <C>
LIABILITIES

Amounts payable to equipment suppliers               $     621,049     $    477,296
Other accounts payable and accrued expenses                237,159          252,361
Demand, Fixed Rate and Money Market Thrift
  Certificates (Includes $181,266 at 
  April 30, 1995 payable to related parties)            26,297,140       24,521,875
Senior Thrift Certificates (includes $697,706 
  at April 30, 1995 payable to related parties)         20,478,266       18,783,578
Subordinated Thrift Certificates 
  (Includes $555,844 at April 30, 1995 
  payable to related parties)                            5,636,404        6,025,366
Accrued interest                                         6,019,837        5,411,748
Subordinated debentures (Includes $4,000 at
  April 30, 1995 payable to related parties)                 4,000            5,858
State income taxes payable                                   8,401            8,401
                                                     -------------      -----------
                                                        59,302,256       55,486,483
                                                     -------------      -----------
SHAREHOLDERS' DEFICIT

Prime Rate Cumulative Preferred Shares,
  $1 par value, $100 per share liquidation
  preference, 50,000 shares authorized, 
  281 shares, issued and outstanding
  (liquidation preference $28,100)                             281              281
Adjustable Rate Cumulative Preferred Shares,
  $1 par value, $1000 per share liquidation 
  preference.  1,000 shares authorized, 
  275 shares issued and outstanding 
  (liquidation preference $275,000)                            275              275
Common stock, $1.00 par value, 1,000 shares 
  authorized, issued and outstanding                       101,500          101,500
Accumulated Deficit                                    (32,630,495)     (30,145,172)
                                                     -------------      -----------
                                                       (32,528,439)     (30,043,116)
                                                     -------------      -----------
    Total liabilities and shareholders' deficit        $26,773,817      $25,443,367
                                                     =============     ===========

                                    See accompanying notes         
                                               2        
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<TABLE>
                                                WALNUT EQUIPMENT LEASING CO., INC.
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                               For The Six Months Ended October 31,  For The Three Months Ended October 31,
                                                         1995            1994                   1995            1994
                                                  -----------     -----------            -----------     -----------
                                                  (unaudited)     (unaudited)            (unaudited)     (unaudited)
<S>                                              <C>             <C>                    <C>              <C>
Revenue:                                                                                                 
  Income earned under direct                                                                             
     finance lease contracts                     $  1,917,656    $ 2,093,712            $   942,691      $ 1,034,449
  Operating lease rentals                              12,095          6,844                  5,344            6,538
                                                 ------------    -----------            -----------      -----------
  Total revenue                                     1,929,751      2,100,556                948,035        1,040,987
                                                                                                         
Costs and expenses:                                                                                      
  Interest expense (net)                            2,401,345      2,125,669              1,218,986        1,087,530
                                                                                                         
  Lease origination expenses                          541,829        542,742                272,315          236,867
                                                                                                         
  General and administrative expenses               1,082,068        984,260                577,553          490,880
                                                                                                         
  Provision for doubtful lease receivables            386,835        528,173                196,639          356,224
                                                                                                         
  Depreciation of operating lease equipment             2,997          3,841                  1,613            1,710
                                                 ------------    -----------            -----------      -----------
                                                                                                         
  Total costs and expenses                          4,415,074      4,184,685              2,267,106        2,173,211
                                                 ------------    -----------            -----------      -----------
                                                                                                         
Loss before provision for income tax expense       (2,485,323)    (2,084,129)           (1,319,071)       (1,132,224)
                                                                                                         
Provision for income tax expense (See Note 2)            ---             ---                   ----             (897)
                                                 -----------     -----------            -----------      -----------
                                                                                                         
Net Loss (See Note 2)                            $(2,485,323)      (2,084,129)          $(1,319,071)     $(1,131,327)
                                                 ===========     ============           ===========      ===========
                                                                                                         

                                                                                                         
                                                                                                         
                                                      SEE ACCOMPANYING NOTES
                                                                3
</TABLE>
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<TABLE>

                                                    WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES

                                                 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

<CAPTION>
                                Prime Rate           Adjustable Rate     Total
                                Cumulative           Cumulative          Common     Accumulated      Shareholders'
                                Preferred Shares     Preferred Share     Stock      Deficit          Deficit      
                                ----------------     ---------------     ------     -----------      -------------
                                No. of Shares        No. of Shares

                                Issued    Amount     Issued   Amount 
                                ------    ------     ------   ------
<S>                             <C>      <C>        <C>       <C>       <C>        <C>              <C>
Balance, April 30, 1995          281     $   281       275    $  275     $101,500   $(30,145,172)    $(30,043,116)

Net loss for the six month
  period ended October 31, 
  1995 (unaudited)               ---         ---       ---       ---        ---       (2,485,323)      (2,485,323)

                                ----     -------     -----   -------   --------    -------------    -------------
Balance, October 31, 1995 
  (unaudited)                    281     $   281       275   $   275     $101,500   $(32,630,495)    $(32,528,439)
                                ====     =======      ====   =======     ========   ============     ============









                                               SEE ACCOMPANYING NOTES                                        
                                                         4                                         
</TABLE>
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<TABLE>


                        WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                            For the Six Months Ended October 31,
                                                       1995             1994
                                                -----------      -----------
                                                (unaudited)      (unaudited)
<S>                                            <C>               <C>
OPERATING ACTIVITIES
- --------------------
Net Loss                                       $(2,485,323)      $(2,084,129)
Adjustments to Reconcile
Net Loss to Net Cash
Used in Operating Activities:
    Depreciation                                     2,998             3,841
    Amortization of Deferred Debt Expenses          65,318            57,074
    Provision for doubtful
    Lease receivables                              386,835           528,173
Effects of Changes
in other Operating Items:
    Accrued Interest                               608,089           666,063
    Amounts Payable to Equipment Suppliers         143,753            29,723
    Other (net), principally
    increase in other Assets                      (163,191)         (271,162)
                                               -----------       -----------
Net Cash used in Operating Activities           (1,441,521)       (1,070,417)
                                               -----------       -----------

INVESTING ACTIVITIES
- --------------------
Excess of Cash Received Over Lease Income 
    Recorded                                     3,675,696         3,589,729
Increase (Decrese) in Advance Payments              (2,892)              ---
Purchase of Equipment for Lease                 (3,869,084)       (3,884,028)
Purchase of U.S. Government Securities                 ---        (7,639,343)
                                               -----------       -----------
Net Cash Used in Investing Activities             (196,280)       (7,933,642)
                                               -----------       -----------










                              SEE ACCOMPANYING NOTES                 
                                         5                
</TABLE>
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<TABLE>


                        WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

<CAPTION>
                                                For the Six Months Ended October 31,
                                                           1995             1994
                                                    -----------      -----------
                                                    (unaudited)      (unaudited)
<S>                                                <C>             <C>
FINANCING ACTIVITIES
- --------------------
Proceeds for Issuance of:
    Demand, Fixed Rate, and Money
    Market Thrift Certificates                     $ 5,533,126     $  5,145,079
    Senior Thrift Certificates                       3,347,090        2,599,225
Redemption of:
    Demand, Fixed Rate, and Money
    Market Thrift Certificates                      (3,757,861)      (3,769,062)
    Subordinated Thrift Certificates                  (388,962)         (47,723)
    Senior Thrift Certificates                      (1,652,402)      (1,426,203)
    Subordinated Debentures                             (1,858)             ---
                                                   -----------     ------------
Net Cash Provided By
    Financing Activities                             3,079,133        2,501,316
                                                   -----------     ------------
Increase (decrease) in cash and cash equivalents     1,441,332       (6,502,743)
Cash and cash equivalents, 
    Beginning of Year                                8,957,949        7,598,151
                                                   -----------     ------------
Cash and cash equivalents, 
    End of Year                                    $10,399,281     $  1,095,408
                                                   -----------     ------------

















                             SEE ACCOMPANYING NOTES                   
                                        6                  
</TABLE>
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              Walnut Equipment Leasing Co., Inc. and Subsidiaries
               Notes to Interim Consolidated Financial Statements


1. FINANCIAL STATEMENT PRESENTATION

    The unaudited interim financial statements presented herein have been 
    prepared in accordance with the instructions to Form 10-Q and do not 
    include all of the information and note disclosures required by generally 
    accepted accounting principles.   These statements should be read in 
    conjunction with the audited financial statements and notes thereto for the 
    year ended April 30, 1995.  The accompanying interim financial statements 
    have not been audited by independent certified public accountants, but in 
    the opinion of management, such financial statements include all 
    adjustments, consisting only of normal recurring adjustments, necessary to 
    summarize fairly  the results of operations, and are not necessarily 
    indicative of the results to be expected for the full year.

2.  ACCOUNTING POLICIES

    METHOD OF CONSOLIDATION

    The unaudited interim consolidated financial statements of Walnut Equipment 
    Leasing Co., Inc. for the six month periods ended October 31, 1995 and 
    1994, respectively, include the operating results of its wholly-owned 
    subsidiary, Equipment Leasing Corporation of America ("ELCOA").  All 
    intercompany items have been eliminated for purposes of preparing the 
    consolidated financial statements contained herein.

    ACCOUNTING FOR LEASES

    The Company's lease contracts provide for total noncancellable rentals 
    which exceed the cost of the leased equipment plus anticipated financing 
    charges and, accordingly, are accounted for as financing leases.  At the 
    inception of each new lease, the Company records the gross lease 
    receivable, the estimated residual value of the leased equipment, and the 
    unearned lease income.  The unearned lease income represents the excess of 
    the gross lease receivable plus the estimated residual value over the cost 
    of the equipment leased.  For leases originated after April 30, 1988, the 
    Company has changed its method of accounting to conform with the 
    requirements of FAS No. 91 "Accounting for Non Refundable Fees and Costs 
    Associated with Originating or Acquiring Loans and Initial Direct Cost of 
    Leases".  Under this method, commissions paid in the amounts of $31,791 and 
    $19,549 for the six months ended October 31, 1995 and 1994, respectively, 
    were accounted for as part of the Investment in Direct Financing leases.

         Unearned income is earned and initial direct costs are amortized to 
    direct finance lease income using the interest (or "effective") method over 
    the term of each lease.




                                       7
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<PAGE>10

         An allowance for doubtful direct finance lease receivables has been 
    maintained at a level considered adequate to provide for estimated losses 
    that will be incurred in the collection of these receivables.  The 
    allowance is increased by provisions charged to operating expense and 
    reduced by charge-offs based upon a periodic evaluation, performed at least 
    quarterly, of delinquent finance lease receivables.  Pursuant to FAS 91,  
    reserves are established to reflect losses anticipated from delinquencies 
    and impairments that have already occurred rather than ultimate losses 
    expected over the life of the lease portfolio.  Total write-offs charged 
    against this reserve for the six months ended October 31, 1995 and 1994 
    were $467,414 and $1,364,749, respectively, while the Company increased 
    these reserves by charges of $386,835 and $528,173, respectively, to 
    maintain reserves considered adequate for losses anticipated from remaining 
    outstanding delinquent lease receivables.

    INCOME TAXES EXPENSE

         Effective May 1, 1993, the Company adopted Statement of Financial 
    Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109), 
    which requires an asset and liability approach to financial accounting and 
    reporting for income taxes.  Deferred income tax assets and liabilities are 
    computed annually for differences between the financial statement and tax 
    bases of assets and liabilities that will result in taxable or deductible 
    amounts in the future based on enacted tax laws and rates applicable to the 
    periods in which the differences are expected to affect taxable income.  
    Valuation allowances are established when necessary to reduce deferred tax 
    assets to the amount expected to be realized.  Income tax expenses is the 
    tax payable or refundable for the period plus or minus the change during 
    the period in deferred tax assets and liabilities.

         The net deferred tax asset as of April 30, 1995 includes deferred tax 
    assets (liabilities) attributable to the following temporary deductible 
    (taxable) differences:

         Operating lease method vs. direct financial method     $3,000,800 
         Provision for doubtful lease receivables                  473,200 
         Other                                                     (35,000)
                                                                ----------
         Net deferred tax asset                                  3,439,000 
         Valuation allowance                                    (3,439,000)
                                                                ----------
         Net deferred tax asset after valuation allowance       $      ---
                                                                ==========

         A valuation allowance was required as of April 30, 1995 due to the net 
    operating loss carryover of approximately $21,182,000 and investment tax 
    credit carryover of approximately $1,284,000, and due to the valuation 
    allowance for the carryforwards there is no net change in deferred tax 
    assets for the six months ended October 31, 1995.




                                       8
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              WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF SIX MONTHS ENDED OCTOBER 31, 1995 AND 1994

REVENUES FROM LEASE CONTRACTS

    Total revenues from direct finance leases for the six months ended October 
31, 1995 decreased 8.41% or $176,056 as compared to the six months ended 
October 31, 1994.  This decrease resulted from a decrease in the amount of 
outstanding lease receivables, offset in part by an increase in late charges 
and other fees recognized from collection of delinquent lease receivables 
during the six months ended October 31, 1995 in comparison to the prior year.  
Aggregate new lease receivables entered increased $35,331 or .68% to $5,231,331 
for the six months ended October 31, 1995 from $5,196,000 for the six months 
ended October 31, 1994.  Management is currently refining a marketing strategy 
that began during the fourth quarter of the fiscal year ended April 30, 1995 
that emphasizes "private label" leasing programs with manufacturers.  Although 
the company is experiencing a delay in the realization of these marketing 
efforts during the current initiation period of the program, a dramatic 
increase in volume beyond current levels is expected once the program is fully 
implemented.  See "Further Refinements in Marketing Strategy and Efforts to 
Reduce Operating Losses", below.

    Unearned income during the six months ended October 31, 1995 decreased by 
$46,169 in comparison to a decrease of $247,793 for the six months ended 
October 31, 1994.  During the six month periods ended October 31, 1995 and 
1994, the gross rents charged over the "net investment" in direct finance 
leases were 144% and 144%, respectively.  The recognition of direct finance 
lease income reflects the composite aging of the underlying leases in the 
portfolio, as well as application of FAS No. 91, to outstanding leases after 
May 1, 1988 which affects leases originated after April 30, 1988, and changes 
the method used to recognize income and expense items.  FAS No. 91 does not 
change the total income and expenses ultimately to be recognized from each 
transaction.  Further increases in new lease volume are expected to increase 
the levels of unearned income in the future.  The Company is continuing to 
increase its efforts to contact new equipment vendors to further increase the 
level of new business.  As noted below, in an effort to further increase new 
business during the current fiscal year, the Company has been in the process of 
contacting equipment manufacturers with the expectation that it will jointly 
market its leasing services to the customers by using its in-house printing and 
direct-mail facilities, and when warranted, create a "private label lease 
program" specifically for a given manufacturer.  See "Further Refinements in 
Marketing Strategy and Efforts to Reduce Operating Losses", below.  



                                       9
<PAGE>
<PAGE>12

    The limited use of the operating lease equipment program resulted in 
$13,031 of equipment being purchased for operating leases for the six months 
ended October 31, 1995, and $12,915 for the six months ended October 31, 1994.  
Operating lease rental income increased by $5,251 in the six months ended 
October 31, 1995 as compared to the six months ended October 31, 1994, 
primarily due to the purchase of additional equipment, and fewer retirements of 
expiring leases.

INTEREST EXPENSE

    For the six months ended October 31, 1995, interest expense increased 
$275,676 or 13.0% as compared to the six months ended October 31, 1994.  
Management attributes the increase to additional debt securities outstanding 
and excess funds on hand from sale of debt securities awaiting investment in 
new lease receivables, offset in part by the increase in interest income from 
its investment in short-term U.S. government securities having maturities of 
three months or less.  Excess funds are maintained in highly liquid U.S. 
government securities, which currently yield less interest income than the 
interest expense being paid on debt securities from which the excess funds were 
provided.  Total interest expense (disregarding interest income of $249,877 and 
$183,431, respectively, during the six month periods ended October 31, 1995 and 
1994) averaged 9.4% on average total borrowings (including accrued interest) of 
$56,592,036 for the six months ended October 31, 1995 as compared to 9.1% on 
average total borrowings (including accrued interest) of $50,893,062 for the 
six months ended October 31, 1994.  The interest rate on three month U.S. 
Treasury Bills was 5.31% at October 31, 1995 which represents a decrease of 
3.63% over the 5.51% rate on similar securities at October 31, 1994.

OTHER EXPENSES

    Lease origination expenses decreased .17% or $913 for the six months ended 
October 31, 1995, compared to the corresponding period ended a year earlier.  
Lease origination expenses, including capitalized commissions paid, were 11.0% 
of new direct financing lease receivables during the six months ended October 
31, 1995 as compared to 10.9% for the six months ended October 31, 1994.  The 
company's efforts in increasing new lease volume are continuing and at the same 
time the company is attempting to reduce these costs whenever possible without 
compromising its goals.  See "Further Refinements in Marketing Strategy and 
Efforts to Reduce Operating Losses".  During the six months ended October 31, 
1995 and 1994, commissions of $31,791 and $19,549, respectively, were paid and 
included as lease origination expenses during the period.  The Company believes 
that increasing new leases generated from repeat vendors and increasing the 
number of new vendors utilizing its leasing services that are being attracted 
through its marketing efforts will assist to decrease the overall percentage of 
total lease origination costs in comparison to new lease volume in the future.

    General and administrative expenses increased by $97,808 or 9.9% for the 
six months ended October 31, 1995, as compared to the corresponding period in 
1994, due in part to increased recognition of amortized expenses associated 
with the sale of debt securities by the Company and ELCOA, and to a greater 
extent an increase in legal costs necessary to facilitate collection of its 
delinquent lease receivables.

                                       10
<PAGE>
<PAGE>13

    An allowance for doubtful direct finance lease receivables is maintained at 
a level considered adequate to provide for estimated losses that will be 
incurred in the collection of these receivables.  The allowance is increased by 
the provisions charged to operating expense and reduced by charge-offs.  Total 
write-offs charged against this reserve for the six months ended October 31, 
1995 and 1994 were $467,414 and $1,364,749, respectively.  See Footnote 2 to 
the Interim Consolidated Financial Statements.  For the six months ended 
October 31, 1995 and 1994, the Company recognized expenses of $386,835 and 
$528,173 respectively, for  its doubtful lease receivable provisions.  This 
provision was recognized in order to maintain an adequate allowance, based upon 
management's belief and historical experience, for anticipated delinquencies 
and impairments from doubtful direct finance lease receivables outstanding as 
of October 31, 1995 and 1994.  During the three months ended October 31, 1994, 
the Company conducted an extensive review of the collectibility of all past due 
accounts, and increased the amount of write-offs in those situations where 
further costs in pursuing legal remedies in collection were unwarranted.  This 
resulted in an extraordinary level of write-offs of older delinquent accounts, 
as evidenced by the $897,335 or 65.8% decrease in write-offs for the current 
period ended October 31, 1995.  Management is continuing its efforts in pursuit 
of collections of all past due lease receivables.

FURTHER REFINEMENTS IN MARKETING STRATEGY AND EFFORTS TO REDUCE OPERATING 
LOSSES

    Management further initiated certain measures to refine its marketing 
strategy during the six months ended October 31, 1995 that it believes may 
result in an increase in the levels of new leases to be generated in the 
future.  The Company must increase the level of new leases and control its 
costs of lease origination and administration in order to reduce its operating 
losses.

    During the three months ended April 30, 1995, the Company began to target 
equipment manufacturers having a broad sales distribution network (primarily 
those with at least $5 million in annual sales and at lease one hundred 
equipment distributors and vendors) to offer them a "private label lease 
program" customized for their distributors' needs.  As of June 30, 1995, 
relationships had been established with twenty-three manufacturers.  The 
Company's efforts in establishing relationships with additional manufacturers 
continued, as the Company has entered into agreements with approximately fifty 
such manufacturers as of December, 1995,  and has solicited indications of 
sincere interest from others.  Once a relationship is established, the 
manufacturer allows the Company to use its list of dealers and other sales 
people for solicitation purposes.  In this way, the Company accepts 
responsibility for the origination, servicing, and funding for lease 
transactions from each manufacturer for new leases from the manufacturers 
distributors using the Company's forms and documentation, customized in some 
cases with the equipment manufacturers' name.  The Company uses its in-house 
printing and direct mail facilities to produce flyers and brochures to be 
distributed throughout each manufacturers' sales distribution network 
illustrating the benefits of leasing, to facilitate sales of the manufacturers' 
equipment.  The Company is encouraged by the initial positive reaction received 

                                       11
<PAGE>
<PAGE>14

from the equipment manufacturers, and intends to further emphasize this program 
as a means towards increasing new lease volume.  The results of this program 
were immaterial through April 30, 1995.  They began in a small measure to be 
recognized during the six months ended October 31, 1995, as more leases were 
generated from these resources.  Management is currently refining this program 
to facilitate the amount of mailings to distributors of equipment, and is 
actively seeking additional manufacturers to be added to the program.

    The Company believes that lease securitization may provide both the  
additional funding for and increased revenues associated with an increase in 
new lease volume.  Reference is made to the prospectus contained in the 
Registration Statement dated September 14, 1995 relative to the offering and 
sale of the Company's Senior Thrift Certificates.  The Company anticipates that 
such sales under a lease securitization program may commence during the fiscal 
year ending April 30, 1996, although no such sales have occurred to date as a 
result of the excess available funds the Company presently maintains awaiting 
investment in new direct finance lease equipment.

COMPARISON OF THREE MONTHS ENDED OCTOBER 31, 1995 AND 1994

REVENUES

    Total revenues from direct financing leases for the three months ended 
October 31, 1995 decreased 8.9% or $91,758 as compared to the three months 
ended October 31, 1994.  This reduction was attributable to a decrease in the 
amount of outstanding lease receivables.  Aggregate new lease receivables 
entered increased to $2,730,560 for the three months ended October 31, 1995 as 
compared to $2,371,098 for the three months ended October 31, 1994, as a result 
of leases generated through the Company's cooperative efforts with equipment 
manufacturers.  See "Further Refinements in Marketing Strategy and Efforts to 
Reduce Operating Losses", above.  Unearned income from outstanding direct 
finance leases increased by $65,210 during the three months ended October 31, 
1995, after having decreased by $183,654 during the three months ended October 
31, 1994.

INTEREST EXPENSE

    For the three months ended October 31, 1995, interest expense increased 
$131,456 or 12.1% as compared to the three months ended October 31, 1994.  
Management attributes this increase to additional debt securities outstanding 
and excess funds on hand from sale of debt securities awaiting investment in 
new lease receivables, offset in part by the increase in interest income from 
its investment in short-term U.S. government securities having maturities of 
three months or less.  Excess funds are maintained in highly liquid U.S. 
Government securities of three month maturities, which currently yield less 
interest income than the interest expense being paid on excess funds.  Total 
interest expense (disregarding interest income of $130,494 and $95,941 during 
the three month periods ended October 31, 1995 and 1994, respectively) averaged 
9.3% on average total borrowings (including accrued interest) of $57,676,403 
for the three months ended October 31, 1995 as compared to 9.1% on averaged 
total borrowings (including accrued interest) of $51,951,361 for the three 
months ended October 31, 1994.

                                       12
<PAGE>
<PAGE>15

OTHER EXPENSES

    Lease origination expense increased 15.0% or $35,448 for the three months 
ended October 31, 1995 compared to the corresponding period ended a year 
earlier.  Lease origination expenses, including capitalized commissions paid 
outside leasing brokers, were 10.5% of new financing lease receivables during 
the three months ended October 31, 1995 as compared to 10.4% for the three 
months ended October 31, 1994.  This increase resulted from the costs 
associated with the Company's direct mail efforts in cooperation with equipment 
manufacturers during the three months ended October 31, 1995.  Management 
expects the benefits of these efforts to be recognized in subsequent periods.  
In addition, $13,819 and $9,085 in commissions paid during the three months 
ended October 31, 1995 and 1994, respectively, were capitalized and not charged 
to expense.

    General and administrative expenses increased by $86,673 or 17.7% for the 
three months ended October 31, 1995, compared to the corresponding period in 
1994, due to an increase in legal costs necessary to pursuit collections of all 
past due receivables.

    An allowance for doubtful direct finance lease receivables is maintained at 
a level considered adequate to provide for estimated losses that will be 
incurred in the collection of these receivables.  The allowance is increased by 
the provisions charged to operating expense and reduced by charge-offs.  As a 
result of the Company's extensive review of the collectibility of all past due 
accounts during the three months ended October 31, 1994, write-offs of 
delinquent lease receivables were $1,104,966, in comparison to $249,776 during 
the three months ended October 31, 1995.  The Company provided additional 
provisions against these reserves in the amount of $196,639 and $356,224, 
respectively, during the three month periods ended October 31, 1995 and 1994.  
See Footnote 2 to the Interim Consolidated Financial Statements for a more 
detailed discussion of the accounting for the provision for uncollectable 
accounts.

CAPITAL RESOURCES AND LIQUIDITY

    The Company has financed its growth to date primarily from proceeds of debt 
securities offered to the public.  The Company has not experienced any 
difficulty in financing the purchase of equipment that it leases at current 
levels.

    Taking into consideration new business, the Company's cash and 
unhypothecated leases on hand, anticipated renewal of a portion of the 
Company's borrowings, anticipated sales of senior debt and other resources, it 
is management's opinion that its cash will be sufficient to conduct its 
business and meet its anticipated obligations during the current fiscal year.  
The Company attributes the increased redemptions during the six months ended 
October 31, 1995 to increased debt securities outstanding, and to a lesser 
extent to rates of return in the equity markets and mutual funds in general.  
No assurance can be given that the redemption of senior and subordinated 
borrowings will not exceed the Company's expectation or that a substantial 
portion of its offering of Senior Thrift Certificates or the offering by

                                       13
<PAGE>
<PAGE>16

Equipment Leasing Corporation of America of its Demand and Fixed Rate 
Certificates will be sold.  Increased proceeds from debt securities during the 
six months ended October 31, 1995 resulted from the re-commencement of an 
offering to the public, the registration of which was declared effective 
September 14, 1995.  During the same period during the prior year, sales of the 
certificates had been suspended from August 31, 1994 to October 31, 1994, 
pending the filing of a post-effective ammendment to the Company's registration 
statement.

    In view of the Company's history of losses, the uncertainty with respect to 
future interest rates to holders of its unsecured borrowings, the potential 
redemption of senior and subordinated borrowings and the uncertainty as to the 
sale of its offering of Senior Thrift Certificates, and of the sale of the 
Demand and Fixed Rate Certificates, management is unable to estimate the 
Company's future profitability and liquidity beyond the current fiscal year.  
If the Company continues to have losses, it may have difficulty in servicing 
its debt in future years.  Management attributes its losses during the current 
fiscal year to the size of its lease portfolio relative to its fixed costs, 
including interest on outstanding debt.  Management is currently exploring 
various means of increasing its new leases entered and the outstanding lease 
portfolio.  See "Consolidated Statements of Cash Flows" on page 5 of this 
report for an analysis of the sources and uses of cash by the Company during 
the six month periods ended October 31, 1995 and 1994, respectively.  See also 
"Further Refinements in Marketing Strategy and Efforts to Reduce Operating 
Losses" on page 11 of this report on Form 10-Q.

    For a complete discussion of liquidity and capital resources for the fiscal 
year ending April 30, 1995, reference is made to the "Capital Resources and 
Liquidity" section of Form 10-K filed on July 28, 1995 for the fiscal year 
ended April 30, 1995.























                                       14
<PAGE>
<PAGE>17

                                    PART II

                               OTHER INFORMATION


ITEM 5. OTHER INFORMATION

    On August 2, 1995 and September 12, 1995, the Company filed post-effective 
amendments in conjunction with a new registration statement to register for 
sale to the public the principal amount of $22,400,000 in principal amount of 
Senior Thrift Certificates.  (SEC File #33-81630).  The offering of these debt 
securities was declared effective September 14, 1995 after which the offering 
to the public re-commenced.

    On August 2, 1995 and September 11, 1995, the company's wholly-owned 
subsidiary, ELCOA, filed post-effective amendments to its registration 
statement to register for sale to the public the remaining $13,5000,000 in 
principal amount of its Demand and Fixed Rate Certificates SEC File #33-65814). 
The offering of these debt securities was declared effective September 14, 
1995, after which the offering to the public re-commenced.

    The Company relocated its offices to One Belmont Avenue, Suite 200, Bala 
Cynwyd, Pennsylvania, effective October 1, 1995.  Its telephone numbers remain 
the same.  Reference is made to Footnote 12 to the Consolidated Financial 
Statements filed as part of Post-Effective Amendment Number 2 filed September 
12, 1995.  (SEC File #33-81630).

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K

    There were no reports on Form 8-K filed during the six month period ended 
October 31, 1995.




















                                       15
<PAGE>
<PAGE>18

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


December 15, 1995                       WALNUT EQUIPMENT LEASING CO., INC.
- -----------------                       ----------------------------------
      Date


                                        /s/  William Shapiro
                                        ----------------------------------
                                        William Shapiro, President and
                                        Chief Financial Officer



































<TABLE> <S> <C>

<ARTICLE>   5
<LEGEND>
ART. 5 FDS FOR 2ND QUARTER 10-Q
</LEGEND>
<MULTIPLIER>   1,000
       
<S>                                        <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-END>                               OCT-31-1995
<CASH>                                          10,399
<SECURITIES>                                         0
<RECEIVABLES>                                   18,618
<ALLOWANCES>                                     1,333
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                              43
<DEPRECIATION>                                      10
<TOTAL-ASSETS>                                  26,774
<CURRENT-LIABILITIES>                                0
<BONDS>                                         58,436
<COMMON>                                           102
                                0
                                          1
<OTHER-SE>                                     (32,630)
<TOTAL-LIABILITY-AND-EQUITY>                    26,774
<SALES>                                          1,930
<TOTAL-REVENUES>                                 1,930
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 1,624
<LOSS-PROVISION>                                   387
<INTEREST-EXPENSE>                               2,401
<INCOME-PRETAX>                                 (2,485)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (2,485)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (2,485)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

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