<PAGE>
                                          
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
            
            
                                      FORM 8-K
            
            
       Annual Report  Pursuant to Section 13 or 15(d)of The Securities     
       Exchange Act of 1934
       Date of Report      July 12, 1996                                   
       
       
       Commission File Number      33-19038                                
            
            
       PERSHING LEASE INCOME LIMITED PARTNERSHIP                           
       (Exact name of registrant as specified in its charter)
            
            
                     MISSOURI                            43-1463913   
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)
            
            
       6300 LAMAR, SHAWNEE MISSION, KANSAS 66202                       
       (Address principal executive offices)
       
       
       Registrant's telephone number, including area code (913) 236-2000    
       
       Securities registered pursuant to Section 12(b) of the Act:
               Title of each class              Name of each exchange on
                                                    which registered
                  None                                  None            
       
       
            Securities registered pursuant to Section 12(g) of the Act:
                       Units of Limited Partnership Interest               
       
       
         Indicate  by  check mark whether the registrant (1) has  filed  all
       reports required to be filed by Section 13 or 15(d) of the Securities
       Exchange  Act of 1934 during the preceding 12 months (or such shorter
       period  that the registrant was required to file such  reports),  and
       (2)  has  been  subject to such filing requirements for the  past  90
       days.
                                                        Yes  X    No       
       
       <PAGE>
                                       Part I
       
       
       Item 1.  Changes in Control of Registrant
       
       There has been no change in control of the registrant.
       
       
       Item 2.  Properties.
       
       N/A
       
       Item 3.  Bankruptcy or Receivership.
       
       N/A
       
       
       Item 4.  Changes in Registrant's Certifying Accountant.
       
       N/A
       
       
       Item 5.  Other Events.
       
       None
       
       
       Item 6.  Resignations of Registrant's Directors.
       
       On July 12, 1996 Robert L. Hechler was made President and Director of
       Waddell  & Reed Leasing,  Inc.  the General Partner of Pershing Lease
       Income  Limited  Partnership  due  to the  retirement  of  George  L.
       Wirkkula, former President and Director.   
       
       
       <PAGE>
                      Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)
       
       
       
       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, thereunto duly authorized.
       
       
                     PERSHING LEASE INCOME LIMITED PARTNERSHIP
                                    (Registrant)
       
       
       
       
                                By:                                  
                                    Michael D. Strohm, Executive Vice
                                    President and Assistant Treasurer
                                    of the General Partner
       
                                Date:     July 29, 1996
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UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
            
            
                                      FORM 8-K
            
            
       Annual Report  Pursuant to Section 13 or 15(d)of The Securities     
       Exchange Act of 1934
       Date of Report      July 12, 1996                                   
       
       
       Commission File Number      33-19038                                
            
            
       PERSHING LEASE INCOME LIMITED PARTNERSHIP                           
       (Exact name of registrant as specified in its charter)
            
            
                     MISSOURI                            43-1463913   
            (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)         Identification No.)
            
            
       6300 LAMAR, SHAWNEE MISSION, KANSAS 66202                       
       (Address principal executive offices)
       
       
       Registrant's telephone number, including area code (913) 236-2000    
       
       Securities registered pursuant to Section 12(b) of the Act:
               Title of each class              Name of each exchange on
                                                    which registered
                  None                                  None            
       
       
            Securities registered pursuant to Section 12(g) of the Act:
                       Units of Limited Partnership Interest               
       
       
         Indicate  by  check mark whether the registrant (1) has  filed  all
       reports required to be filed by Section 13 or 15(d) of the Securities
       Exchange  Act of 1934 during the preceding 12 months (or such shorter
       period  that the registrant was required to file such  reports),  and
       (2)  has  been  subject to such filing requirements for the  past  90
       days.
                                                        Yes  X    No
Part I
       
       
       Item 1.  Changes in Control of Registrant
       
       There has been no change in control of the registrant.
       
       
       Item 2.  Properties.
       
       N/A
       
       Item 3.  Bankruptcy or Receivership.
       
       N/A
       
       
       Item 4.  Changes in Registrant's Certifying Accountant.
       
       N/A
       
       
       Item 5.  Other Events.
       
       None
       
       
       Item 6.  Resignations of Registrant's Directors.
       
       On July 12, 1996 Robert L. Hechler was made President and Director of
       Waddell  & Reed Leasing,  Inc.  the General Partner of Pershing Lease
       Income  Limited  Partnership  due  to the  retirement  of  George  L.
       Wirkkula, former President and Director.
Pershing Lease Income Limited Partnership
                          (A Missouri Limited Partnership)
       
       
       
       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, thereunto duly authorized.
       
       
                     PERSHING LEASE INCOME LIMITED PARTNERSHIP
                                    (Registrant)
       
       
       
       
                                By:                                  
                                    Michael D. Strohm, Executive Vice
                                    President and Assistant Treasurer
                                    of the General Partner
       
                                Date:     July 29, 1996