UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 15
CERTIFICATION OF TERMINATION OF REGISTRATION OF
A CLASS OF SECURITY UNDER SECTION 12(g) OR
NOTICE OF SUSPENSION OF DUTY TO FILE REPORTS
PURSUANT TO SECTIONS 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT
Commission file number 33-32125
Redwood Equipment Leasing Income Fund L.P.
(Exact name of registrant as specified in its charter)
225 East Redwood Street Baltimore, MD 21202 (410) 727-4083
(Address, including zip code, and telephone, including area code,
of registrant's principal executive offices)
Assignee Units of Limited Partnership Interests
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i)
Rule 12g-4(a)(1)(ii) X
Rule 12g-4(a)(2)(i)
Rule 12g-4(a)(2)(ii)
Rule 12h-3(b)(1)(i)
Rule 12h-3(b)(1)(ii) X
Rule 12h-3(b)(2)(i)
Rule 12h-3(b)(2)(ii)
Rule 15d-6
Approximate number of holders of record as of the certification
or notice date: 377
Pursuant to the requirements of the Securities Exchange Act of 1934
Redwood Equipment Leasing Income Fund L.P. has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date: 5/6/98
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By: /s/ Timothy M. Gisriel
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Timothy M. Gisriel, Treasurer
Redwood Leasing, Inc.
General Partner
