<PAGE> 1
FORM U-7D/1A*
CERTIFICATE PURSUANT TO RULE 7(d)
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
The undersigned hereby amends the Certificate previously filed on Form
U-7D, as amended, under File No. 32-340 and certify that the Certificate, as
amended, accurately summarizes as required, in the instructions thereto, the
information requested as to the lease identified therein and the transactions
for the financing thereof. The following numbered paragraph in the Certificate
is hereby amended as set forth below. The other numbered paragraphs in the
Certificate previously filed remain unchanged and unaffected.
10. HOLDER OF BENEFICIAL INTEREST:
The beneficial interest held by Manufacturers Hanover Leasing Corporation has
been transferred to the following company:
Chase Leasing of Texas, Inc.
c/o Texas Commerce Bank
P.O. Box 2558, 11 TCBN
Houston, Texas 77252
The other information under this numbered paragraph in the previously filed
Certificate remains unchanged and unaffected.
<PAGE> 2
DATE EXECUTED: October 1, 1997
SIGNATURE OF HOLDER OF LEGAL TITLE:
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Owner Trustee
By /s/ James V. Myers
----------------------
Name: James V. Myers
Title: Vice Presisdent
SIGNATURE OF HOLDER OF BENEFICIAL INTEREST:
CHASE LEASING OF TEXAS, INC.
By /s/ John H. Bilello
----------------------
Name: John H. Bilello
Title: President