CAPITAL ASSOCIATES INC
10-Q/A, 1998-10-15
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A



[x]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934

     FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1998

[ ]  Transition  report  pursuant  to  section  13  or  15(d) of the  Securities
     Exchange Act of 1934.

                         Commission file number 0-15525



                            CAPITAL ASSOCIATES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         84-1055327
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

7175 WEST JEFFERSON AVENUE, LAKEWOOD, COLORADO              80235
   (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (303) 980-1000


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
                                       -----     -----.
The number of shares  outstanding  of the  Registrant's  $.008 par value  common
stock at October 2, 1998, was 5,125,444.





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<PAGE>



Item No.                            Exhibit Index
- --------                            -------------


10.64   Amendment  to  the  Business  Financing   Agreement  and  Agreement  for
        Wholesale  Financing  dated July 15,  1991  between  Capital  Associates
        Technology Group, Inc. and Deutsche Financial Services Corporation.

10.65   Credit   Agreement   dated  as  of  August  19,  1998  among  CAI  Lease
        Securitization-II Corp., as Borrower,  Capital Associates International,
        Inc., as Servicer,  Concord  Minutemen  Capital Company,  LLC, as Senior
        Lender and Key Corporate  Capital Inc.,  as Junior  Lender,  as Residual
        Lender and as Agent.

10.66   Lease Receivables Sale and Contribution Agreement dated as of August 19,
        1998 between CAI Lease  Securitization-II Corp. as the Buyer and Capital
        Associates International, Inc. as the Originator.

10.67   Custody Agreement between CAI Lease Securitization-II Corp. as Borrower,
        Capital Associates International,  Inc. as the Originator, Key Corporate
        Capital Inc. as Agent and Bankers  Trust  Company  dated August 19, 1998
        requesting Bankers Trust Company to act as Collateral Custodian and hold
        financial instruments on behalf of all parties.

10.68   International  Swap Dealers  Association,  Inc. (ISDA) Master  Agreement
        dated as of August 24, 1998 between KeyBank National Association and CAI
        Lease Securitization-II Corp.

10.69   Schedule  to the ISDA  Master  Agreement  dated as of  August  19,  1998
        between KeyBank  National  Association  and CAI Lease  Securitization-II
        Corp.

27      Financial Data Schedule



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<PAGE>


                    CAPITAL ASSOCIATES INC. AND SUBSIDIARIES

                                    SIGNATURE


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.



                                         CAPITAL ASSOCIATES, INC.
                                         Registrant


Date:  October 15, 1998                  By: /s/Anthony M. DiPaolo
                                             ---------------------
                                             Anthony M. DiPaolo,
                                             Senior Vice-President and
                                             Chief Financial Officer











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