EXHIBIT 10.31


                          AMENDMENT TO
                 REVOLVING CREDIT AND TERM LOAN
                     AND SECURITY AGREEMENT

          This  Amendment is entered into as of October 1,  1996,
between  TL  LEASE FUNDING CORP. IV, a Delaware corporation  (the
"Company"),  and  FIRST  UNION NATIONAL BANK  OF  NORTH  CAROLINA
("First Union").

          The  parties  hereto  are the parties  to  a  Revolving
Credit and Term Loan and Security Agreement, dated as of November
28,  1995  (as  amended  through the  date  hereof,  the  "Credit
Agreement"), and desire to increase the maximum amount  of  loans
which  may  be  made thereunder from $100,000,000 to $125,000,000
for  the  period from the date hereof through November 30,  1996.
All capitalized terms used herein shall have the same meanings as
in the Credit 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.    Amendments.   (a) (i) Recital  A  of  the  Credit
Agreement   is   hereby  amended  by  substituting   the   figure
$125,000,000 for the figure $100,000,000 therein and (ii) Section
1.1 of the Credit Agreement is hereby amended by substituting the
figure $125,000,000 for the figure $100,000,000 in the definition
of  Loan Commitment Amount 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  A  of  the  Credit
Agreement is amended by substituting the figure $100,000,000  for
the figure $125,000,000 therein and (B) Section 1.1 of the Credit
Agreement is amended by substituting the figure $100,000,000  for
the  figure  $125,000,000 in the definition  of  Loan  Commitment
Amount

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

          3.    Effectiveness; Note.  This Amendment shall become
effective upon the execution and delivery by the Company  and  by
First  Union of this Amendment and by the Company of a substitute
promissory note reflecting this Amendment.  This Amendment may be
executed in two counterparts, each of which shall be an original,
but all of which will constitute one and the same instrument.


          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.

                         TL LEASE FUNDING CORP. IV


                         By:    /s/ Richard Grossman
                         
                         Title:    President


                         FIRST UNION NATIONAL BANK OF NORTH CAROLINA


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