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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
         Pursuant to Section 13 or 15(d) of the Securities Exchange
                                Act of 1934

                                July 7, 1997
                        ----------------------------
              Date of Report (Date of earliest event reported)

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


                DELAWARE        2-65101          23-1712443
       -------------------------------------------------------------
              (State or other   (Commission      (IRS Employer
             jurisdiction of   File Number)    Identification No.)
             incorporation)


          ONE BELMONT AVENUE, SUITE 200, BALA CYNWYD, PA     19004
       -------------------------------------------------------------
            (Address of principal executive offices) (Zip Code)


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



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Item 5.  OTHER EVENTS

As a result of the requests by certificate holders for redemptions which 
exceeded the Company's cash and cash equivalents, the Company was unable 
to meet the requests for redemption of its Senior Thrift Certificates and 
Subordinated Thrift Certificates beginning July 7, 1997 and thereafter.  
Management has reviewed the Trust Indentures covering the registered 
offerings of these debt securities and has concluded that a default may 
have occurred in the redemption provisions.  As of July 3, 1997, the 
Company suspended sales of its Senior Thrift Certificates.  Consideration 
is being given to various alternatives available to the Company, including 
but not limited to the filing of a voluntary petition for reorganization 
under Chapter 11 of the Federal Bankruptcy Code.






                                 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 hereunto duly authorized.



             WALNUT EQUIPMENT LEASING CO., INC.
             ------------------------------------
             (Registrant)

Date: July 30, 1997By:  /s/  William Shapiro
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             William Shapiro, President