8-K

                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549



                                   ____________



                                     FORM 8-K

                                  CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934



Date of Report:  March 22, 1995



                             CAPITAL ASSOCIATES, INC.
                (Exact Name of Registrant as Specified in Charter)




      Delaware                                           0-15525
(State of Incorporation)                           (Commission File Number)

                                    84-1055327
                         (IRS Employer Identification No.)



7175 West Jefferson Avenue, Lakewood, Colorado                 80235
  (Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:  (303) 980-1000






Item 5.      Other Events

             On March 17, 1995, the Registrant issued the press
             release attached hereto as Exhibit 99, which is
             incorporated herein by reference.  The press release
             announced that the Federal District Court in Dallas held
             in the Registrant's favor in the MBank litigation.  The
             press release briefly describes the litigation and the
             events that gave rise to it.  The press release also
             announced that (1) the Registrant is entitled to recover
             damages from the cash collateral currently held under the
             supervision of the court, (2) the court did not fix the
             amount of the Registrant's damages in its decision, (3)
             the Registrant is making this calculation, (4) while the
             final calculation is not yet available, the Registrant
             estimates that its damages (including interest and
             attorneys' fees) will exceed $9 million and (5) the
             Registrant will finalize its damage calculation as
             quickly as possible and seek payment of such damages
             immediately thereafter.  The press release stated that
             the Registrant cannot predict when it will receive such
             payment or whether the FDIC will appeal the court's
             decision.

Item 7.      Financial Statements and Exhibits

             (c)   Exhibits 

                   99    Press release issued March 17, 1995 by the
                         Registrant





                                    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.

                                      CAPITAL ASSOCIATES, INC.
                                      Registrant



Date:  March 22, 1995                 By:   /s/John E. Christensen
                                            _________________________________
                                            John E. Christensen
                                            Senior Vice President and
                                            Chief Financial Officer





                                   EXHIBIT INDEX



Item

99    Additional Exhibits

EX-99

FOR IMMEDIATE RELEASE:  March 17, 1995


CONTACT:     Dennis J. Lacey, President and CEO
             Capital Associates, Inc.
             (303) 980-1000

CAPITAL ASSOCIATES REPORTS VICTORY IN THE MBANK CASE

      Lakewood, CO --- Capital Associates, Inc. (CAI) (CAPITAL ASSOCIATES
INTERNATIONAL, INC.-NMS NASDAQ), an asset management and financial services
company, announced today that the Dallas Federal District Court held
yesterday in Capital's favor in the MBank litigation.

      The MBank litigation commenced in early 1992.  The litigation arose out of
the failure of MBank, Dallas, N.A.  The Office of the Comptroller of the
Currency placed MBank in receivership, and appointed the FDIC as its receiver,
in March 1989.  Later in 1989, the FDIC sought to disaffirm certain lease
obligations owed by MBank to Capital and to recover all of the cash
collateral securing such obligations, as well as certain payments that had been
made to Prudential Insurance Company of America, which had provided financing
for a portion of the lease transaction.

      The Court determined, among other things, that Capital is entitled to
recover liquidated damages, calculated according to the terms of the
governing lease documents, from the cash collateral for the lease.  As of
February 28, 1995, the amount of such cash collateral, which is being held
under the supervision of the Court, exceeded $19 million.

      The Court did not fix the amount of Capital's damages in its decision.
Capital is making this calculation.  While the final calculation is not yet
available, Capital estimates that its damages (including interest and attorneys'
fees), as finally determined, will exceed $9 million.

      Capital intends to finalize the calculation of its damages as quickly as
possible and to seek payment of such damages immediately thereafter.  Capital
cannot predict at this time when it will receive such payment.  In addition, the
Company cannot predict whether the FDIC will appeal the Court's decision.

      Capital Associates, Inc. is one of the largest independent general
equipment leasing companies in the United States.  Established in 1976, CAI has
arranged nearly $3 billion in equipment financing.  CAI provides leasing,
financing, portfolio and asset management services for new and used equipment.

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