EXHIBIT 10.30

                           AMENDMENT
                 TO LIMITED RECOURSE AGREEMENT

          This  Amendment is entered into as of October 1,  1996,
between TRANS LEASING INTERNATIONAL, INC., a Delaware corporation
(the  "Company"), and FIRST UNION NATIONAL BANK OF NORTH CAROLINA
("First Union").

          The  parties  hereto  are  the  parties  to  a  Limited
Recourse  Agreement, dated as of November 28,  1995  (as  amended
through the date hereof, the "Recourse Agreement"), and desire to
increase the maximum amount that the Company shall be required to
pay  or  contribute  to  TL Lease Funding Corp.  IV,  a  Delaware
corporation,  thereunder from $5,000,000 to  $6,250,000  for  the
period  from  the  date hereof through November  30,  1996.   All
capitalized terms used herein shall have the same meanings as  in
the Recourse Agreement.

          NOW   THEREFORE,  in  consideration  of  the  foregoing
premises  and the agreements hereinafter set forth, and  for  the
good  and  valuable consideration the receipt and sufficiency  of
which  is  hereby  acknowledged,  the  parties  hereto  agree  as
follows:

          1.   Amendment.  (a) (i) As of the date hereof, Recital
C of the Recourse Agreement is hereby amended by substituting the
figure $6,250,000 for the figure $5,000,000 therein and (ii)  the
proviso  in  the  first paragraph of Section 2  of  the  Recourse
Agreement is hereby amended by substituting the figure $6,250,000
for  the  figure $5,000,000 therein and (b) on and after December
1,  1996,  (i)  the provisions set forth in Section  1(a)  hereof
shall  no  longer  be effective and (ii) (A)  Recital  C  of  the
Recourse  Agreement is hereby amended by substituting the  figure
$5,000,000 for the figure $6,250,000 therein and (B) the  proviso
in  the first paragraph of Section 2 of the Recourse Agreement is
hereby  amended  by  substituting the figure $5,000,000  for  the
figure $6,250,000 therein.

          2.    No Further Amendment.  Except as set forth above,
the  Recourse Agreement shall continue in full force  and  effect
without modification.

          3.   Amendment to Credit Agreement.  The Company hereby
acknowledges the execution and delivery of Amendment, dated as of
October  1,  1996,  to the Revolving Credit  and  Term  Loan  and
Security  Agreement, dated as of November 28, 1995, each  between
TL Lease Funding Corp. IV and First Union, and hereby agrees that
such  amendment shall not affect the obligations of  the  Company
under the Recourse Agreement except as provided herein.


          IN  WITNESS  WHEREOF,  the  parties  have  caused  this
Amendment  to be executed by their respective officers  thereunto
duly authorized as of the date first written above.

                         TRANS LEASING INTERNATIONAL, INC.


                         By:   /s/  Richard Grossman
                         
                         Title:    President


                         FIRST UNION NATIONAL BANK OF NORTH CAROLINA


                         By:    /s/  Bill A. Shirley
                         
                         Title:    Vice President