WALNUT EQUIPMENT LEASING CO INC
10-Q, 1995-03-16
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 quarterly period ended January_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_2128,_101_W._City_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 January 15, 1995:  $1.00 par value common stock - 1,000 
shares.

<PAGE>
<PAGE>

                       WALNUT EQUIPMENT LEASING CO., INC.

                                      Index


Part I.  Financial Information                                  Page Number

    Item 1. Financial Statements

         Consolidated Balance Sheets; January 31, 1995
         (unaudited) and April 30, 1994                               2

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

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

         Consolidated Statements of Cash Flows;
         Nine months ended January 31, 1995 and 
         1994 (unaudited)                                             5

         Notes to Consolidated Financial Statements                   6

    Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                                8

Part II. Other Information

    Item 5. Other Information                                        14

    Item 6. Exhibits and Reports on Form 8-K                         14

<PAGE>
<PAGE>
<TABLE>
                          WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                              January_31,_1995       April_30,_1994
                                                                (unaudited)
<S>                                                           <C>                    <C>
ASSETS
Direct finance Leases:
    Aggregate future amounts receivable under lease contracts $  19,033,137          $ 20,979,917
    Estimated residual value of equipment                         2,008,482             2,178,259
    Less:
      Unearned income under lease contracts                     ( 3,517,700)          ( 3,865,103)
      Advance payments                                          (___583,917)          (___611,887)
                                                                 16,940,002            18,681,186
      Allowance for doubtful lease receivables                  ___(832,602)          (_1,888,458)
                                                                _16,107,400           _16,792,728
Operating Leases:
    Equipment at cost, Less accumulated depreciation of
     $3,415 and $19,184, respectively                                31,601                23,579
    Accounts receivable                                               5,024                 7,166

Cash                                                              1,454,871             7,598,151
Investment in U.S. Government
 Securities (at amortized cost)                                   6,790,587                    ---
Other assets (Includes $634,567 paid to or receivable
 from related parties at April 30, 1994.)                       __1,069,699             1,057,475

    Total assets                                              $  25,459,182          $ 25,479,099
                                                                 ==========            ==========
LIABILITIES
Amounts payable to equipment suppliers                        $     622,073          $    701,508
Other accounts payable and accrued expenses                         277,971               438,768
Demand, Fixed Rate and Money Market Thrift Certificates
(Includes $167,617 at April 30, 1994 payable to related parties) 23,596,406            21,810,991
Senior Thrift Certificates (includes $583,372 at April
 30, 1994 payable to related parties)                            17,671,470            16,650,670
Subordinated Thrift Certificates (Includes $438,624 at
 April 30, 1994 payable to related parties)                       5,969,599             6,038,409
Accrued interest                                                  5,645,640             4,803,444
Subordinated debentures (Includes $4,000 at
 April 30, 1994 payable to related parties)                           5,858                 5,858
State income taxes payable                                      ______8,401             ____8,401
                                                                _53,797,418           _50,458,049
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                                             (28,440,292)          (25,081,006)
                                                                (28,338,236)          (24,978,950)
    Total liabilities and shareholders' deficit                 $25,459,182            $25,479,099
                                                                 ==========            ==========
<FN>
                                         See accompanying notes
                                                  -2-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                                                WALNUT EQUIPMENT LEASING CO., INC.
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                    For The Nine Months Ended January 31,  For The Three Months Ended January 31,
                                                       ___1995___        ___1994___           ___1995___           ___1994___
                                                       (unaudited)       (unaudited)          (unaudited)          (unaudited)
<S>                                                    <C>                <C>                  <C>                  <C>
Revenue:                                                                                                            
  Income earned under direct                                                                                        
     finance lease contracts                           $ 3,049,667        $ 3,008,708          $   955,955          $ 1,008,628
  Operating lease rentals                                   21,590              5,959               14,746                8,030
  Total revenue                                          3,071,257          3,014,667              970,701            1,016,658
                                                                                                                    
Costs and expenses:                                                                                                 
  Interest                                               3,209,568          3,079,208            1,083,899            1,053,883
                                                                                                                    
  Lease origination expenses                               816,469            831,579              273,727              301,714
                                                                                                                    
  General and administrative expenses                    1,497,799          1,433,070              513,538              504,363
                                                                                                                    
  Provision for doubtful lease receivables                 901,314            486,123              373,141              163,431
                                                                                                                    
  Depreciation of operating lease equipment                  5,393                799                1,552                  149
                                                                                                                    
  Total costs and expenses                               6,430,543          5,830,779            2,245,857            2,023,540
                                                                                                                    
Loss before provision for income tax expense            (3,359,286)        (2,816,112)          (1,275,156)          (1,006,882)
                                                                                                                    
Provision for income tax expense (See Note 2)                  ---                ---                  ---                  ---
                                                                                                                    
Net Loss (See Note 2)                                  $(3,359,286)       $(2,816,112)         $(1,275,156)         $(1,006,882)
                                                       ============       ===========          ===========          ===========
                                                                                                                   
<FN>

                                                      SEE ACCOMPANYING NOTES
                                                                3
</TABLE>
<PAGE>
<PAGE>
<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, 1994                   281     $   281          275     $  275         $101,500  $(25,081,006)   $(24,978,950)

Net loss for the nine month
  period ended January 31, 1995
  (unaudited)                             ---         ---          ---        ---              ---    (3,359,286)     (3,359,286)

                                         ____        ____         ____    _______         ________   _____________    _____________
Balance, January 31, 1995 (unaudited)     281     $   281          275    $   275         $101,500  $(28,440,292)   $(28,338,236)
                                         ====     =======         ====    =======         ========   =============   =============













<FN>

                                                                   SEE ACCOMPANYING NOTES

                                                                             4
</TABLE>
<PAGE>
<PAGE>
<TABLE>
                        WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                          For the Nine Months Ended January 31,
                                                1995                1994
                                             (unaudited)         (unaudited)
<S>                                          <C>                 <C>
OPERATING_ACTIVITIES
Net Loss                                     $(3,359,286)        $(2,816,112)
Adjustments to Reconcile
Net Loss to Net Cash
Used in Operating Activities:
    Depreciation                                   5,393                 799
    Amortization of Deferred Debt Expenses        83,557              81,598
    Provision for doubtful
    Lease receivables                            901,314             486,123
Effects of Changes
in other Operating Items:
    Accrued Interest                             842,196             634,032
    Amounts Payable to Equipment Suppliers       (79,435)            116,401
    Other (net), principally
    increase in other Assets                 ___(285,047)       ____(232,525)
Net Cash used in Operating Activities        _(1,891,308)       __(1,729,684)

INVESTING_ACTIVITIES
Excess of Cash Received Over Lease Income 
    Recorded                                   5,578,377           5,072,086
Purchase of Equipment for Lease               (5,777,167)         (5,457,905)
Purchase of U.S. Government Securities       _(6,790,587)       _________---
Net Cash Used in Investing Activities        _(6,989,377)       ____(385,819)

FINANCING_ACTIVITIES
Proceeds for Issuance of:
    Demand, and Fixed Rate and Money
    Market Thrift Certificates                 7,826,763           7,126,135
    Senior Thrift Certificates                 3,366,600           3,599,767
Redemption of:
    Demand, Fixed Rate, and Money
    Market Thrift Certificates                (6,041,348)         (3,573,408)
    Subordinated Thrift Certificates
    and Debentures                               (68,810)            (10,374)
    Senior Thrift Certificates                (2,345,800)       __(2,106,263)
Net Cash Provided By
    Financing Activities                     __2,737,405        ___5,035,857
Increase (decrease) in cash                   (6,143,280)          2,920,354
Cash, Beginning of Year                      __7,598,151        ___4,269,785
Cash, End of Year                            $_1,454,871        $__7,190,139



<FN>

                                                    SEE ACCOMPANYING NOTES
                                                           5
</TABLE>
<PAGE>
<PAGE>

              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, 1994.  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 nine month periods ended January 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 $31,410 and 
    $28,099 for the nine months ended January 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.





                                       6
<PAGE>
<PAGE>

         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 nine months ended January 31, 1995 and 1994 
    were $1,957,171 and $660,252, respectively, while the Company increased 
    these reserves by charges of $901,314 and $486,123, 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, 1994 includes deferred tax 
    assets (liabilities) attributable to the following temporary deductible 
    (taxable) differences:

         Operating lease method vs. direct financial method     $3,002,200 
         Provision for doubtful lease receivables                  736,500 
         Other                                                     (24,700)
         Net deferred tax asset                                  3,714,000 
         Valuation allowance                                    (3,714,000)

         Net deferred tax asset after valuation allowance       $      ---
                                                                 =========

         A valuation allowance was required as of April 30, 1994 due to the net 
    operating loss carryover of approximately $15,609,000 and investment tax 
    credit carryover of approximately $1,395,000, and due to the valuation 
    allowance for the carryforwards there is no net change in deferred tax 
    assets for the nine months ended January 31, 1995.





                                       7
<PAGE>
<PAGE>
              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 Nine Months Ended January 31, 1995 and 1994

    Revenues from Lease Contracts

         Total revenues from direct finance leases for the nine months ended 
    January 31, 1995 increased 1.36% or $40,959 as compared to the nine months 
    ended January 31, 1994.  This increase resulted from an increase in late 
    charges and other fees recognized from collection of delinquent lease 
    receivables during the nine months ended January 31, 1995 in comparison to 
    the prior year.  Aggregate new lease receivables entered increased $460,665 
    or 5.9% to $7,792,150 for the nine months ended January 31, 1995 from 
    $7,331,485 for the nine months ended January 31, 1994.  Management 
    attributes this increase to the initiation of a marketing strategy that 
    began during the second half of the fiscal year ended April 30, 1994 that 
    emphasized increased contacts by telephone with equipment vendors and 
    manufacturers nationwide.  The Company is intensifying its efforts in 
    contacting equipment vendors, some of whom are discovering fewer lessors 
    willingness to accept small-ticket items, and equipment manufacturers in 
    order to attract an increasing number of equipment vendors to utilize the 
    Company's services.  As noted below in the discussion comparing the three 
    month periods ended January 31, 1995 and 1994, the Company is further 
    refining these efforts in an attempt to dramatically increase volume beyond 
    current levels.  See "Further Refinements in Marketing Strategy and Efforts 
    to Reduce Operating Losses", below.

         Unearned income during the nine months ended January 31, 1995 
    decreased by $347,403 in comparison to a decrease of $472,490 for the nine 
    months ended January 31, 1994.  During the nine month periods ended January 
    31, 1995 and 1994, the gross rents charged over the "net investment" in 
    direct finance leases were 145% 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.  In this 
    regard, the Company is contacting prospective equipment vendors through a 
    program of targeting them nationwide by industry, initially using the 
    Company's direct mail facilities, and by increasing direct solicitation by 
    telephone.  The Company believes that increased personal contact will be 
    one of the principal reasons for an increasing number of new vendors 
    providing equipment for lease in the future.  As noted below, in an effort 
    to further increase new business during the current fiscal year, the 
    Company is in the process of contacting equipment manufacturers with the 
    expectation that it will jointly market its leasing services to the 
    equipment manufacturer by using its in-house printing and direct-mail 
    facilities, and when warranted, create a "private label lease program"      
                                       8
<PAGE>
<PAGE>
    specifically for a given manufacturer.  As the number of new lease 
    applications increase, the Company will be employing additional vendor 
    account executives in its sales department.

         The limited use of the operating lease equipment program resulted in 
    $12,915 of equipment being purchased for operating leases for the nine 
    months ended January 31, 1995, and $4,183 for the nine months ended January 
    31, 1994.  Operating lease rental income increased by $15,631 in the nine 
    months ended January 31, 1995 as compared to the nine months ended January 
    31, 1994, primarily due to the purchase of additional equipment.

    Interest Expense

         For the nine months ended January 31, 1995, interest expense increased 
    $130,360 or 4.2% as compared to the nine months ended January 31, 1994.  
    Management attributes the increase to additional debt securities 
    outstanding and the 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 six months or less.  Total 
    interest expense (disregarding interest income of $277,791 and $118,903, 
    respectively, during the nine month periods ended January 31, 1995 and 
    1994) averaged 9.1% on average total borrowings (including accrued 
    interest) of $51,099,173 for the nine months ended January 31, 1995 as 
    compared to 9.4% on average total borrowings (including accrued interest) 
    of $45,169,425 for the nine months ended January 31, 1994.  The increase in 
    interest income during the nine months ended October 31, 1994 is 
    attributable to the investment of excess cash in short-term U.S. Government 
    treasury bills having maturities of six months or less.  The interest rate 
    on six month U.S. Treasury bills was 6.24% at January 31, 1995, which 
    represents an increase of 97% over the 3.16% rate on similar securities at 
    January 31, 1994.  As such, the Company's interest income reflects an 
    increase in excess of 100% during the nine months ended January 31, 1995.

    Other Expenses

         Lease origination expenses decreased 1.8% or $15,110 for the nine 
    months ended January 31, 1995, compared to the corresponding period ended a 
    year earlier.  Lease origination expenses, including capitalized 
    commissions paid, were 10.94% of new direct financing lease receivables 
    during the nine months ended January 31, 1995 as compared to 11.7% for the 
    nine months ended January 31, 1994.  The decreased percentage in the period 
    ended January 31, 1995 is attributable to the controlled costs associated 
    with the Company's direct mail efforts during the nine months ended January 
    31, 1995.  Effective September, 1994, the Company had eliminated its direct 
    mail solicitation in favor of increasing the number of in-house vendor 
    account executives to personally contact prospective equipment vendors by 
    telephone.  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 it's goals.  See "Further 
    Refinements in Marketing Strategy and Efforts to Reduce Operating Losses".  
    During the nine months ended January 31, 1995 and 1994, commissions of 
    $31,410 and $28,099, 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.
                                       9
<PAGE>
<PAGE>
         General and administrative expenses increased by $64,729 or 4.52% for 
    the nine months ended January 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 
    an increase in legal costs necessary to facilitate collection of its 
    delinquent lease 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.  Total write-offs charged against this reserve for 
    the nine months ended January 31, 1995 and 1994 were $1,957,171 and 
    $660,252, respectively.  See Footnote 2 to the Interim Consolidated 
    Financial Statements.  For the nine months ended January 31, 1995 and 1994, 
    the Company recognized expenses of $901,314 and $486,123 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 January 31, 
    1995 and 1994.  During the nine months ended January 31, 1995, 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.  
    As a result, past due accounts four or more monthly payments past due (on a 
    strict contractual basis) as of January 31, 1995 were $5,210,464 or 27.4% 
    of the $19,033,137 in aggregate future lease receivables outstanding at 
    that date.  These delinquencies decreased by $1,389,013 or 21.0% from the 
    amount of $6,599,477 (31.5% of aggregate receivables) at April 30, 1994.  
    Management is continuing in its efforts in pursuit of collections of all 
    past due lease receivables.

    Comparison of Three Months Ended January 31, 1995 and 1994

    Revenues

         Total revenues from direct financing leases for the three months ended 
    January 31, 1995 decreased 5.22% or $52,673 as compared to the three months 
    ended January 31, 1994.  This decrease was attributable to a decrease in 
    the amount of outstanding leases, offset in part by an increase in late 
    charges and other amounts collected from delinquent lessees during the 
    period.  Aggregate new lease receivables entered increased to $2,596,150 
    for the three months ended January 31, 1995 as compared to $2,286,672 for 
    the three months ended January 31, 1994.  See "Further Refinements in 
    Marketing Strategy", below.  Deferred income from outstanding direct 
    finance leases decreased by $99,610 during the three months ended January 
    31, 1995, after having decreased by $209,459 during the three months ended 
    January 31, 1994.

    Further Refinements in Marketing Strategy and Efforts to Reduce Operating 
    Losses

         Management further initiated certain measures to refine its marketing 
    strategy during the three months ended January 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.

                                       10
<PAGE>
<PAGE>
         Management initiated certain changes during September, 1994 to enhance 
    its previous direct mail marketing program.  The Company began to purchase 
    and/or internally obtain from equipment manufacturers nationwide lists of 
    commercial equipment vendors in industries such as office machinery, light 
    industrial equipment, data processing and peripheral equipment, along with 
    food service and preparation equipment, among others.  By October 31, 1994, 
    the Company had obtained in excess of 50,000 names and information of 
    additional potential equipment vendors, manufacturers, and other 
    distributors which were put into its computer database.  The Company has 
    eliminated the costs associated with direct mail solicitation in favor of 
    utilizing its in-house account executives who are responsible to contact 
    vendors in these target groups of equipment sellers, and to solicit 
    interest in their using the Company's leasing services as a sales tool.  
    Once a vendor expresses interest in receiving further information, the 
    Company's marketing materials are forwarded to the equipment vendor.  The 
    account executives maintain further contact with the equipment sellers to 
    implement the relationships of the equipment sellers with the Company, and 
    the Company utilizes direct mail solely to send bi-weekly reminders to 
    interested vendors to use the Company's services.

         Although these refinements have only been recently implemented, 
    approximately 10% of those potential equipment sellers being contacted in 
    this manner are expressing interest in the Company's services, in contrast 
    to the approximately 1% response rate to its former direct mail program.  
    This represents a dramatic increase in comparison to the level achieved 
    utilizing direct mail as a means of solicitation.  The vendor account 
    executives, who are compensated on a salary basis plus a commission for 
    each consummated new lease transaction, are expected to generate at least 
    ten new consummated leases per week after six months of employment with the 
    Company.  The Company expects to increase the number of account executives 
    commensurate with an increase in new applications received from its 
    equipment vendors.

         During the three months ended January 31, 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.  The Company has 
    entered into three such programs to date and have solicited indications of 
    sincere interest from other manufacturers.  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 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 from the equipment manufacturers, and 
    interest to further emphasize this program as a means towards increasing 
    new lease volume.





                                       11
<PAGE>
<PAGE>
         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 dated January 13, 
    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.


    Interest Expense

         For the three months ended January 31, 1995, interest expense 
    increased $30,016 or 2.8% as compared to the three months ended January 31, 
    1994.  Management attributes a significant portion of this increase to an 
    increase in debt securities outstanding resulting in higher cash balances 
    awaiting investment in leases.  Excess funds are maintained in highly 
    liquid U.S. Government securities of six month maturities or less, which 
    currently yield less interest income than the interest expense being paid 
    on excess funds.  Total interest expense (disregarding interest income of 
    $94,360 and $48,996 during the three month periods ended January 31, 1995 
    and 1994, respectively) averaged 8.9% on average total borrowings 
    (including accrued interest) of $52,682,862 for the three months ended 
    January 31, 1995 as compared to 9.3% on averaged total borrowings 
    (including accrued interest) of $47,460,295 for the three months ended 
    January 31, 1994.

    Other Expenses

         Lease origination expense decreased 9.27% or $27,987 for the three 
    months ended January 31, 1995 compared to the corresponding period ended a 
    year earlier.  Lease origination expenses, including capitalized 
    commissions paid outside leasing brokers, were 11.0% of new financing lease 
    receivables during the three months ended January 31, 1995 as compared to 
    13.6% for the three months ended January 31, 1994.  This decrease in costs 
    resulted from the discontinuance of the Company's direct mail efforts as 
    discussed above.  In addition, $11,861 and $9,078 in commissions were paid 
    during the three months ended January 31, 1995 and 1994, respectively, and 
    were capitalized and not charged to expense.

         General and administrative expenses increased by $9,175 or 1.8% for 
    the three months ended January 31, 1995, compared to the corresponding 
    period in 1994, due to an increase in costs recognized in association with 
    the amortization of deferred solicitation expenses in connection with sale 
    of debt securities.

         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 which continued during the 
    three months ended January 31, 1995, write-offs of delinquent lease 
    receivables were $592,422, in comparison to $178,714 during the three 
    months ended January 31 1994.  The Company provided additional provisions 
    against these reserves in the amount of $373,141 and $163,431,              
                                       12
<PAGE>
<PAGE>
    respectively, during the three month periods ended January 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.

         Sales of the Company's Senior Thrift Certificates were suspended 
    during the period from September 1, 1994 through January 13, 1995, after 
    the declaration of effectiveness of an amendment to the registration 
    previously filed with the Securities and Exchange Commission resulting from 
    updated disclosures concerning the recent change in the Company's 
    independent accountants.  Sales of ELCOA's debt securities were suspended 
    pending the effectiveness of refilling a post-effective amendment to its 
    prospectus dated August 31, 1994, filed December 23, 1994, and declared 
    effective January 6, 1995.

         Taking into consideration new business, the Company's cash and 
    unhypothecated leases on hand, cash available from sale of leases to ELCOA, 
    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 nine month fiscal ended 
    January 31, 1995 to increased debt outstanding, and to a lesser extent to 
    increasing interest rates 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 Equipment Leasing Corporation 
    of America of its Demand and Fixed Rate Certificates will be sold.

         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 nine 
    month periods ended January 31, 1995 and 1994, respectively.  See also 
    "Further Refinements in Marketing Strategy and Efforts to Reduce Operating 
    Losses on page 10 of this report on Form 10-Q.

         For a complete discussion of liquidity and capital resources for the 
    fiscal year ending April 30, 1994, reference is made to the "Capital 
    Resources and Liquidity" section of Form 10-K/A filed on December 23, 1994 
    for the fiscal year ended April 30, 1994.

                                       13
<PAGE>
<PAGE>


                                    PART II

                                 OTHER INFORMATION


    Item 5. Other Information

    On December 23, 1994, the Company filed an additional pre-effective 
    amendment to its prospectus, subject to completion, relative to the offer 
    and sale of Senior Thrift Certificates.  This offering commenced upon 
    declaration of effectiveness of that amendment, on January 13, 1995.

         Post-Effective Amendment Number 2 to Form S-2 (SEC Registration Number 
    33-65814) relating to $29,000,000 in principal amount of ELCOA's Demand and 
    Fixed Rate Certificates was declared effective on January 6, 1995.  The 
    sale of these securities had been suspended at the time ELCOA was notified 
    by Glickman, Berkovitz, Levinson & Weiner, its former independent 
    accountants, of its filing of a voluntary petition for relief under Chapter
    11 of the U.S. Bankruptcy Code.  

    Item 6. Exhibits and Reports on Form 8-K

         Reports on Form 8-K

         Reports on Form 8-K and 8-K/A filed during the three month period 
    ended January 31, 1995, were filed on November 4, 1994, December 18, 1994, 
    and January 6, 1995, relative to the change in the Company's and ELCOA's 
    independent accountants.

























                                       14
<PAGE>
<PAGE>


                                   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.


    March_16,_1995                      WALNUT_EQUIPMENT_LEASING_CO.,_INC.
            Date


                                        S/William_Shapiro______________________
                                        William Shapiro, President and
                                        Chief Financial Officer

<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
ART. 5 FDS FOR 3RD QUARTER 10-Q
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-30-1995
<PERIOD-END>                               JAN-31-1995
<CASH>                                           1,455
<SECURITIES>                                     6,791
<RECEIVABLES>                                   19,033
<ALLOWANCES>                                       833
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  25,459
<CURRENT-LIABILITIES>                                0
<BONDS>                                         47,243
<COMMON>                                           102
                                0
                                          1
<OTHER-SE>                                    (28,440)
<TOTAL-LIABILITY-AND-EQUITY>                    25,459
<SALES>                                          3,071
<TOTAL-REVENUES>                                 3,071
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 2,310
<LOSS-PROVISION>                                   901
<INTEREST-EXPENSE>                               3,210
<INCOME-PRETAX>                                (3,359)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (3,359)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (3,359)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

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