Odd Lot Liquidity Fund LLC – ‘SC 14D1’ on 8/5/99 re: Fidelity Leasing Income Fund VIII LP

On:  Thursday, 8/5/99   ·   Accession #:  1019687-99-453   ·   File #:  5-56631   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 4/20/01 by the SEC on 4/20/01. ®

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Odd Lot Liquidity Fund, LLC                           30    140K 

Document Table of Contents

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--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

SCHEDULE 14D-1

TENDER OFFER STATEMENT PURSUANT TO SECTION
 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

  FIDELITY LEASING INCOME FUND VIII, L. P.
 (Name of Subject Company)

 ODD LOT LIQUIDITY FUND, LLC
(Bidder)

 Units of Limited Partnership Interest
(Title of Class of Securities)

NOT APPLICABLE
 (CUSIP Number of Class of Securities)

MR. JAMES S. RILEY
 ODD LOT LIQUIDITY FUND, LLC
2699 WHITE ROAD, SUITE 255
IRVINE, CALIFORNIA 92614
(949) 660-1144, EXTENSION 16
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on Behalf of Bidder)
 ---------------

 WITH COPIES TO:
LARRY A. CERUTTI, ESQ.
 KENT M. CLAYTON, ESQ.
 RUTAN & TUCKER, LLP
 SUITE 1400, 611 ANTON BLVD.
COSTA MESA, CALIFORNIA 92626
(714) 641-5100

 CALCULATION OF FILING FEE
================================================================================
     Transaction Valuation*                   Amount of Filing Fee
      $352,560                                 $71
================================================================================
*     Based upon $65 cash per Unit of limited partnership interest for a maximum
of 5,424 Units.                                                     

[  ]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) 
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.                             

Amount previously paid:     NOT APPLICABLE.      Filing party:   NOT APPLICABLE.
Form or registration no.    NOT APPLICABLE.      Date filed:     NOT APPLICABLE.

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================================================================================

CUSIP NO.  NOT APPLICABLE            14D-1              PAGE 2 OF ________ PAGES
--------------                                            

1.       NAME OF REPORTING PERSON                    Odd Lot Liquidity Fund, LLC
                                                     ---------------------------

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a) [ ]
                                                                         (b) [ ]

3.       SEC USE ONLY                                                           

4.       SOURCE OF FUNDS*                                                     WC
                                                                              --

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT      
         TO ITEM 2(e) or 2(f)                                                [ ]

6.       CITIZENSHIP OR PLACE OF ORGANIZATION                         California
                                                                      ----------

7.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       None
                                                                            ----

8.       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES                  
         CERTAIN SHARES*                                                     |X|

9.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)                  None
                                                                            ----

10.      TYPE OF REPORTING PERSON*                                            IV
                                                                              --

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ITEM 1.           SECURITY AND SUBJECT COMPANY.                                 

     (a) The name of the subject company is Fidelity Leasing Income Fund
VIII, L. P., a Delaware limited partnership ("Fidelity VIII"). The address of   
the principal executive offices of Fidelity VIII is 3 North Columbus Boulevard, 
Philadelphia, Pennsylvania 19106.                                               

         (b) This statement relates to the offer by Odd Lot Liquidity Fund, LLC,
a California limited liability company ("Purchaser"), to purchase up to         
twenty-five percent (25%) of the issued and outstanding units of limited        
partnership interest (the "Units") of Fidelity VIII at a purchase price of $35  
per Unit, net to the seller in cash (subject to the payment of a transfer fee in
the amount of $150, which amount will be deducted from the total purchase price 
payment to be made to each holder of Units tendering Units prior to the         
Expiration Time in accordance with the Offer to Purchase (the "Offer to         
Purchase")), upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal, copies of which are       
attached hereto as Exhibits (a)(1) and (a)(2), respectively (which are herein   
collectively referred to as the "Offer"). The information set forth in the      
Introduction to the Offer to Purchase (the "Introduction") is incorporated      
herein by reference.                                                            

       (c) The Units are not publicly traded. There is no established public
trading market for the Units.                                                   

ITEM 2.           IDENTITY AND BACKGROUND.                                      

      (a) - (d), (g) This Statement is filed by Purchaser. The information
set forth in the Introduction and Section 7("Certain Information Concerning the 
Purchaser") of the Offer to Purchase is incorporated herein by reference.       

      (e) and (f) During the last five years, neither Purchaser nor any of
the persons identified in Section 7 ("Certain Information Concerning Purchaser")
of the Offer to Purchase was a party to a civil proceeding of a judicial or     
administrative body of competent jurisdiction in which, as a result of such     
proceeding, he, she or it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.                    

ITEM 3.           PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT 
COMPANY.                                    

         (a) - (b) Except as set forth in Section 10 ("Interest in Securities of
the Limited Partnerships") of the Offer to Purchase, neither Purchaser nor any  
of the persons identified in Section 7 ("Certain Information Concerning         
Purchaser") of the Offer to Purchase or any of their respective affiliates is   
now or has in the past been involved in any contracts, negotiations or          
transactions which have occurred since the commencement of the third full fiscal
year of Fidelity VIII preceding the date of the Offer to Purchase between       
Purchaser or any of the persons identified in Section 7 ("Certain Information   
Concerning Purchaser") of the Offer to Purchase or any of their respective      
affiliates and Fidelity VIII or its affiliates.                                 

ITEM 4.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.            

         (a) - (b) The information set forth in Section 8 ("Source and Amount of
Funds or Other Consideration") of the Offer to Purchase is incorporated herein  
by reference.                                                                   

(c)     Not applicable.                                       

ITEM 5.           PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE     
BIDDER.                                     

       (a) - (g) The information set forth in the Introduction and Section 9
("Purpose of the Tender Offer and Plans or Proposals of Purchaser") of the Offer
to Purchase is incorporated herein by reference.                                

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ITEM 6.           INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                

        (a) - (b) The information set forth in the Introduction and Section 10
("Interest in Securities of the Subject Company") is incorporated herein by     
reference.                                                                      

ITEM 7.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.

Not applicable.                                               

ITEM 8.           PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.              

    No persons will be retained or compensated by Purchaser, or by any
person on Purchaser's behalf, to make solicitations or recommendations in       
connection with the Offer. The information set forth in Section 14 ("Fees and   
Expenses") of the Offer to Purchase is incorporated herein by reference.        

ITEM 9.           FINANCIAL STATEMENT OF CERTAIN BIDDERS.                       

    Purchaser does not believe that Purchaser's financial condition is
material to a decision by a Unit holder whether to sell ,tender or hold his or  
her Units. The information set forth in Section 7 ("Certain Information         
Concerning Purchaser") and Section 8 ("Source and Amount of Funds or Other      
Consideration") of the Offer to Purchase is incorporated herein by reference.   

ITEM 10.          ADDITIONAL INFORMATION.                                       

(a)               None.                                       

       (b) The information set forth in Section 13 ("Certain Legal Matters")
of the Offer to Purchase is incorporated herein by reference.                   

(c) - (e)         None.                                       

       (f) The information set forth in the Offer to Purchase and the Letter
of Transmittal is incorporated herein by reference in its entirety.             

ITEM 11.          MATERIAL TO BE FILED AS EXHIBITS.                             

(a) (1)           Offer to Purchase dated August 5, 1999.     

(a) (2)           Letter of Transmittal.                      

       (a) (3)           Form of Summary advertisement dated August 5, 1999.

(b) - (f)         Not applicable.                             

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 SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct. 

Dated:   August 5, 1999.                                      
                                             ODD LOT LIQUIDITY FUND, LLC

                                         By: \s\  James S. Riley
                                                    ----------------------------
                                                   James S. Riley,
                                                   Managing Member

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EXHIBIT (A)(1)                                                                  

Offer to Purchase dated August 5, 1999                                          
--------------------------------------                                          

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Offer to Purchase for Cash
 Up to (but not more than) 25% of the Issued and Outstanding
 Units of Limited Partnership Interest
 (including all associated rights)
of each of

 FIDELITY LEASING INCOME FUND IV, L. P.,
at $15 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST;

 FIDELITY LEASING INCOME FUND VI, L. P.,
at $35 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST;

FIDELITY LEASING INCOME FUND VII, L. P.,
at $45 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST; and

 FIDELITY LEASING INCOME FUND VIII, L. P.,
 at $65 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST

by

ODD LOT LIQUIDITY FUND, LLC,
a California limited liability company

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW 
YORK CITY TIME, ON FRIDAY, SEPTEMBER 3, 1999, UNLESS THE OFFER IS EXTENDED.     

WITH RESPECT TO EACH OF THE LIMITED PARTNERSHIPS THAT ARE THE SUBJECT OF THIS   
OFFER TO PURCHASE (COLLECTIVELY REFERRED TO HEREIN AS THE "LIMITED              
PARTNERSHIPS"), THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING  
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION TIME A NUMBER OF     
UNITS OF LIMITED PARTNERSHIP INTEREST (INCLUDING ALL ASSOCIATED RIGHTS WITH     
RESPECT THERETO, COLLECTIVELY REFERRED TO HEREIN AS THE "UNITS") OF SUCH LIMITED
PARTNERSHIP REPRESENTING AT LEAST ONE PERCENT (1%) OF THE TOTAL NUMBER OF ISSUED
AND OUTSTANDING UNITS OF SUCH LIMITED PARTNERSHIP.                              

Any Unit holder desiring to tender Units of any of the Limited Partnerships     
should either (1) complete and sign the Letter of Transmittal (or facsimile     
thereof) in accordance with the instructions in the Letter of Transmittal and   
deliver it to Gemisys Transfer Agent (the "Depositary") with all other documents
required, if any, pursuant to the procedures set forth in Section 3 of this     
Offer to Purchase or (2) request his or her broker, dealer, commercial bank,    
trust company or other nominee to effect the transaction for him or her. A Unit 
holder having Units registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such person if he or she desires to 
tender such Units.                                                              

If, with respect to any of the Limited Partnerships, a number of Units are      
deposited that exceeds twenty-five percent (25%) of the issued and outstanding  
Units of such Limited Partnership, the Units so deposited shall be taken up and 
paid for on a PRO RATA basis as nearly as may be done, disregarding fractions,  
according to the number of Units deposited by each holder tendering Units during
the period of time for which the Offer is open (the "Proration Period").        

The Net Purchase Price per Unit set forth above does not reflect a transfer fee 
in the amount of $150 payable to the Depositary, which amount will be deducted  
from the total purchase price payment to be made to each holder of Units        
tendering Units prior to the Expiration Time in accordance with this Offer to   
Purchase.                                                                       

Questions and requests for assistance or additional copies of this Offer to     
Purchase and the Letter of Transmittal may be directed to the Purchaser at its  
address and telephone number set forth on the back cover of this Offer to       
Purchase.                                                                       

August 5, 1999

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 TABLE OF CONTENTS

    Section                                                                 Page
    -------                                                                 ----

         Introduction                                                      1

  1.     Terms of the Offer; Expiration Date                               2

  2.     Acceptance for Payment and Payment                                2

  3.     Procedure for Tendering Units                                     3

  4.     Withdrawal Rights                                                 4

  5.     Certain Federal Income Tax Considerations                         4

  6.     Certain Information Concerning the Limited Partnerships           5

  7.     Certain Information Concerning the Purchaser                      8

   8.     Source and Amount of Funds                                        10

   9.     Purpose of the Offer and Plans or Proposals of the Purchaser      10

   10.    Interest in Securities of the Limited Partnerships                10

   11.    Extension of Tender Period; Termination; Amendment                11

   12.    Certain Conditions of the Offer                                   12

   13.    Certain Legal Matters                                             13

   14.    Fees and Expenses                                                 13

   15.    Miscellaneous                                                     13

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INTRODUCTION

To the holders of Units of Limited Partnership Interests of each of:            

FIDELITY LEASING INCOME FUND IV, L. P.                                          
FIDELITY LEASING INCOME FUND VI, L. P.                                          
FIDELITY LEASING INCOME FUND VII, L. P.                                         
FIDELITY LEASING INCOME FUND VIII, L. P.                                        

        Upon and subject to the conditions set forth in this Offer to Purchase
and in the related Letter of Transmittal (which together constitute the         
"Offer"), Odd Lot Liquidity Fund, LLC, a California limited liability company   
("Purchaser"), hereby offers to purchase up to (but not more than) twenty-five  
percent (25%) of the issued and outstanding units of limited partnership        
interest (including all associated rights thereto, collectively referred to     
herein as the "Units") of each of Fidelity Leasing Income Fund IV, L. P., a     
Delaware limited partnership ("Fidelity IV"), Fidelity Leasing Income Fund VI,  
L. P., a Delaware limited partnership ("Fidelity VI"), Fidelity Leasing Income  
Fund VII, L. P., a Delaware limited partnership ("Fidelity VII"), and Fidelity  
Leasing Income Fund VIII, L. P., a Delaware limited partnership ("Fidelity      
VIII") (collectively referred to herein as the "Limited Partnerships"), at the  
following purchase price per Unit:                                              

       Name of Limited Partnership                  Net Purchase Price Per Unit*
       ---------------------------                  ----------------------------

Fidelity Leasing Income Fund IV, L. P.                $15         
Fidelity Leasing Income Fund VI, L. P.                $35         
Fidelity Leasing Income Fund VII, L. P.               $45         
Fidelity Leasing Income Fund VIII, L. P.              $65         

*        Excludes a transfer fee in the amount of $150 payable    
     to the Depositary, which amount will be deducted from
   the total purchase price payment to be made to each
holder of Units tendering Units prior to the    
Expiration Time in accordance with this Offer to
Purchase.                                       

   The Units are not publicly traded. There is no established public
trading market for the Units. Accordingly, holders of Units tendering such Units
will not be obligated to pay brokerage fees or commissions or, except as set    
forth in the Letter of Transmittal, transfer taxes on the purchase of Units     
pursuant to the Offer. Purchaser will pay all charges and expenses in connection
with the Offer.                                                                 

WITH RESPECT TO EACH OF THE LIMITED PARTNERSHIPS, THE OFFER IS
CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT      
WITHDRAWN PRIOR TO THE EXPIRATION TIME (AS HEREINAFTER DEFINED) A NUMBER OF     
UNITS OF SUCH LIMITED PARTNERSHIP INTEREST REPRESENTING AT LEAST ONE PERCENT    
(1%) OF THE TOTAL NUMBER OF ISSUED AND OUTSTANDING UNITS OF SUCH LIMITED        
PARTNERSHIP (THE "MINIMUM CONDITION").                                          

       According to the most recent respective Annual Report on Form 10-K of
each of the Limited Partnerships for the respective fiscal years of each of the 
Limited Partnerships ended December 31, 1998, there were issued and outstanding:
(i) 41,379 Units of Fidelity IV, (ii) 75,294 Units of Fidelity VI, (iii) 65,449 
Units of Fidelity VII, and (iv) 21,695 Units of Fidelity VIII. As a result,     
Purchaser believes that the Minimum Condition with respect to each Limited      
Partnership would be satisfied if there are tendered to the Purchaser, and not  
withdrawn, pursuant to the Offer: (i) 414 Units of Fidelity IV (for an aggregate
purchase price of $6,210), (ii) 753 Units of Fidelity VI (for an aggregate      
purchase price of $26,355), (iii) 655 Units of Fidelity VII (for an aggregate   
purchase price of $29,475), and (iv) 217 Units of Fidelity VIII (for an         
aggregate purchase price of $14,105).                                           

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     The purpose of the Offer is to acquire for cash up to (but not more
than) twenty-five percent (25%) of the Units of each of the Limited Partnerships
for investment purposes only. The Purchaser does not presently intend to gain   
majority control of any of the Limited Partnerships or to control any general   
partner or the business of any of the Limited Partnerships. However, as a       
principal stockholder of one or more of the Limited Partnerships, the Purchaser 
hopes to be able to provide input and make suggestions to the general partner of
such Limited Partnerships on enhancing the value of the Units, subject to and in
accordance with applicable laws.                                                

       THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAINS
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION  
IS MADE WITH RESPECT TO THE OFFER.                                              

       1. TERMS OF THE OFFER; EXPIRATION TIME. Upon the terms and subject to
the conditions set forth in the Offer, Purchaser will accept for payment and pay
for all Units, up to a maximum amount equal to (but not more than) twenty-five  
percent (25%) of the issued and outstanding Units, of each of the Limited       
Partnerships that are validly tendered by the Expiration Time and not withdrawn 
as provided in Section 4. The term "Expiration Time" shall mean 12:00 Midnight, 
New York City time, on Friday, September 3, 1999, unless Purchaser shall have   
extended the period of time for which the Offer is open, in which event the term
"Expiration Time" shall mean the latest time and date at which the Offer, as so 
extended by Purchaser, shall expire.                                            

     The Offer is subject to certain conditions set forth in Section 12,
including satisfaction of the Minimum Condition. If any condition is not        
satisfied, Purchaser may (i) terminate the Offer and return all tendered Units  
to tendering holders of such Units, (ii) extend the Offer and, subject to       
withdrawal rights as set forth in Section 4, retain all such Units until the    
expiration of the Offer as so extended, (iii) waive such condition and, subject 
to any requirement to extend the period of time during which the Offer is open, 
purchase all Units validly tendered by the Expiration Time and not withdrawn (up
to a maximum amount equal to twenty-five percent (25%) of the issued and        
outstanding Units of each of the Limited Partnerships) or (iv) delay acceptance 
for payment or payment for Units, subject to applicable law, until satisfaction 
or waiver of the conditions to the Offer; provided, however, that no change may 
be made which changes the form of consideration to be paid or decreases the     
price per Unit or the number of Units sought in the Offer or which imposes      
conditions to the Offer in addition to those set forth in Section 12. For a     
description of Purchaser's right to extend the period of time during which the  
Offer is open, and to amend, delay or terminate the Offer, see Sections 11 and  
12.                                                                             

        This Offer to Purchase is being made and has commenced pursuant to the
public announcement of the Offer in a summary advertisement published in the    
Thursday, August 5, 1999 edition of the INVESTOR'S BUSINESS DAILY, a nationally 
circulated newspaper. Purchaser has filed with the Securities and Exchange      
Commission ten (10) copies of a Tender Offer Statement on Schedule 14D-1,       
together with exhibits thereto including this Offer to Purchase, in compliance  
with Rule 14d-3 of the Rules and Regulations promulgated under the Securities   
Exchange Act of 1934, as amended (the "Exchange Act"). Any Unit holder desiring 
to tender Units of any of the Limited Partnerships should complete and sign the 
Letter of Transmittal (or facsimile thereof) in accordance with the instructions
in the Letter of Transmittal and deliver it to Gemisys Transfer Agent (the      
"Depositary") with all other documents required, if any, pursuant to the        
procedures set forth in Section 3 of this Offer to Purchase. If, with respect to
any of the Limited Partnerships, a number of Units are deposited that exceeds   
twenty-five percent (25%) of the issued and outstanding Units of such Limited   
Partnership, the Units so deposited shall be taken up and paid for on a PRO RATA
basis as nearly as may be done, disregarding fractions, according to the number 
of Units deposited by each holder tendering Units during the period of time for 
which the Offer is open (the "Proration Period").                               

      2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to
the conditions of the offer, Purchaser will accept for payment and pay for all  
Units validly tendered by the Expiration Time and not withdrawn (up to a maximum
amount equal to twenty-five percent (25%) of the issued and outstanding Units of
each of the Limited Partnerships) as soon as practicable after the later of (i) 
the Expiration Time and (ii) the satisfaction or waiver of the conditions set   
forth in Section 12. In addition, Purchaser reserves the right, in its sole     
discretion and subject to applicable law, to delay the acceptance for payment or
payment for Units in order to comply in whole or in part with any applicable    
law. For a description of Purchaser's right to terminate the Offer and no accept
for payment or pay for Units or to delay acceptance for payment or payment for  
Units, see Section 11.                                                          

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       For purposes of the Offer, Purchaser shall be deemed to have accepted
for payment tendered Units when, as and if Purchaser gives oral or written      
notice to the Depositary of its acceptance of the tenders of such Units. Payment
for Units accepted for payment pursuant to the Offer will be made by deposit of 
the purchase price with the Depositary, which will act as agent for the         
tendering Unit holders. In all cases, payment for Units accepted for payment    
pursuant to the Offer will be made only after timely receipt by the Depositary  
of a properly completed and duly executed Letter of Transmittal (or facsimile   
thereof) and any other required documents. For a description of the procedure   
for tendering Units pursuant to the offer, see Section 3. Accordingly, payment  
may be made to tendering Unit holders at different times if delivery of the     
Units and other required documents occur at different times. Under no           
circumstances will interest be paid by Purchaser on the consideration paid for  
Units pursuant to the Offer, regardless of any delay in making such payment.    

        The total purchase price to be paid to each holder shall be reduced by
the amount of $150, which amount shall be paid as a transfer fee to the         
Depositary and deducted from the total purchase price payment to be made to each
holder of Units tendering Units prior to the Expiration Time in accordance with 
this Offer to Purchase. If Purchaser increases the consideration to be paid for 
Units pursuant to the Offer, Purchaser will pay such increased consideration for
all Units purchased pursuant to the Offer, less the transfer fees to be paid to 
the Depositary.                                                                 

      Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of its affiliates the right to purchase    
Units tendered pursuant to the Offer, but any such transfer or assignment will  
not relieve Purchaser of its obligations under the Offer or prejudice the rights
of tendering Unit holders or to receive payment for Units validly tendered and  
accepted for payment.                                                           

       If any tendered Units are not purchased pursuant to the Offer for any
reason, of if certificates are submitted for more than twenty-five percent (25%)
of the total number of issued and outstanding Units of any Limited Partnership, 
such unpurchased Units will be returned without expense to the tendered Unit    
holder, as promptly as practicable following the expiration or termination of   
the Offer.                                                                      

   3. PROCEDURE FOR TENDERING UNITS. To tender Units pursuant to the
Offer, a properly completed and duly executed Letter of Transmittal (or         
facsimile thereof) and any other documents required, if any, by the Letter of   
Transmittal must be received by the Depositary at its address set forth on the  
back cover of this Offer to Purchase prior to the Expiration Time.              

         THE METHOD OF DELIVERY OF UNITS AND ALL OTHER DOCUMENTS REQUIRED BY THE
LETTER OF TRANSMITTAL, IF ANY, IS AT THE OPTION AND RISK OF THE TENDERING UNIT  
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE  
DEPOSITARY.                                                                     

       EACH TENDERING UNIT HOLDER MUST ALSO PROVIDE THE DEPOSITARY WITH SUCH
UNIT HOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH UNIT 
HOLDER IS NOT SUBJECT TO SUCH BACKUP WITHHOLDING.                               

By executing a Letter of Transmittal, a tendering Unit holder 
irrevocably appoints designees of Purchaser as such Unit holder's proxies in the
manner set forth in the Letter of Transmittal to the full extent of such Unit   
holder's rights with respect to such Units tendered by such Unit holder and     
accepted for payment by Purchaser (and any and all other Units or other         
securities issued or issuable in respect of such Units on or after August 5,    
1999). All such proxies shall be irrevocable and coupled with an interest in the
tendered Units. Such appointment is effective only upon the acceptance for      
payment of such Units by Purchaser. Upon such acceptance for payment, all prior 
proxies and consents granted by such Unit holder with respect to such Units and 
other securities will, without further action, be revoked, and no subsequent    
proxies may be given nor subsequent written consents executed by such Unit      
holder (and, if given or executed, will not be deemed to be effective). Such    
designees of Purchaser will be empowered to exercise all voting and other rights
of such Unit holder as they, in their sole discretion, may deem proper at any   
meeting of partners, by written consent or otherwise. Purchaser reserves the    
right to require that, in order for Units to be validly tendered, immediately   
upon Purchaser's acceptance for payment of such Units, Purchaser is able to     
exercise full voting rights with respect to such Units and other securities     
(including voting at any meeting of partners then scheduled or acting by written
consent without a meeting).                                                     

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       The tender of Units pursuant to any of the procedures described above
will constitute the tendering Unit holder's acceptance of the Offer, as well as 
the tendering Unit holder's representation and warranty that (a) such Unit      
holder owns the Units being tendered within the meaning of Rule 14e-4           
promulgated under the Exchange Act, (b) the tender of such Units complies with  
Rule 14e-4, (c) such Unit holder has the full power and authority to tender and 
assign the Units tendered, as specified in the Letter of Transmittal, (d) if the
undersigned is signing on behalf of any entity, the undersigned has the         
authority to sign the Letter of Transmittal on behalf of the entity and (e) the 
undersigned is a "United States person" as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, or, if the undersigned is not a      
United States person, the undersigned does not own beneficially or of record    
more than five percent (5%) of the outstanding Units of any Limited Partnership.
The tender of Units pursuant to the Letter of Transmittal will also constitute  
such Unit holder's (i) waiver of any and all rights with respect to the Units,  
(ii) release and discharge of Purchaser from any and all claims such Unit holder
may now or in the future have arising out of, or related to, the Units tendered 
and (iii) agreement to indemnify and hold harmless Purchaser, its managing      
member and other members from and against any and all claims and actions against
the relevant Limited Partnership(s) which are attributable to the operations or 
activities of such Limited Partnership(s) on or prior to the date of sale the   
tendered Units to the Purchaser. Purchaser's acceptance for payment of Units    
tendered pursuant to the Offer will constitute a binding agreement between the  
tendering Unit holder and Purchaser upon the terms and subject to the conditions
of the Offer.                                                                   

         All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Units   
will be determined by Purchaser, in its sole discretion, which determination    
shall be final and binding. Purchaser reserves the absolute right to reject any 
or all tenders of Units determined by it not to be in proper form or the        
acceptance for payment for which may, in the opinion of Purchaser's counsel, be 
unlawful. Purchaser also reserves the absolute right to waive any defect or     
irregularity in any tender of Units. Neither Purchaser nor any other person will
be under any duty to give notification of any defect or irregularity in tenders 
or incur any liability for failure to give any such notification.               

        4. WITHDRAWAL RIGHTS. Tenders of Units made pursuant to this Offer may
be withdrawn at any time prior to the Expiration Time. Thereafter, such tenders 
are irrevocable, except that they may be withdrawn after September 3, 1999      
unless theretofore accepted for payment as provided in this Offer to Purchase.  
If Purchaser extends the period of time during which the Offer is open, is      
delayed in accepting for payment or paying for Units or is unable to accept for 
payment or pay for Units pursuant to the Offer for any reason, then, without    
prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf  
of Purchaser, retain all Units tendered, and such Units may not be withdrawn    
except as otherwise provided in this Section 4.                                 

To be effective, a written, telegraphic, telex or facsimile   
transmission notice of withdrawal must be timely received by the Depositary at  
its address set forth on the back cover of this Offer to Purchase and must      
specify the name of the person who tendered the Units to be withdrawn and the   
number of Units to be withdrawn and the name of the registered holder of Units, 
if different from that of the person who tendered such Units. A signed notice of
withdrawal must be submitted prior to the release of such Units. Withdrawals may
not be rescinded, and Units withdrawn will thereafter be deemed not validly     
tendered for purposes of the Offer. However, withdrawn Units may be retendered  
by again following the procedures described in Section 3 at any time prior to   
the Expiration Time.                                                            

       All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by Purchaser, in its sole        
discretion, which determination shall be final and binding. Neither Purchaser   
nor any other person will be under any duty to give notification of any defect  
or irregularity in any notice of withdrawal or incur any liability for failure  
to give any such notification.                                                  

      5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES AND OTHER CONSIDERATIONS.
Sales of Units by Unit holders pursuant to the Offer will be taxable            
transactions for federal income tax purposes and may also be taxable            
transactions under applicable state and local and other tax laws.               

    In general, a Unit holder will recognize gain or loss equal to the
difference between the tax basis of his or her Units and the amount of cash     
received in exchange therefor. Such gain or loss will be capital gain or loss if
the Units are capital assets in the hands of the Unit holder and will be        
long-term gain or loss if the holding period for the Units is more than one year
as of the date of the sale of such Units.                                       

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    The foregoing discussion may not apply to Unit holders who are not
citizens or residents of the United States or who are otherwise subject to      
special tax treatment under the Internal Revenue Code of 1986, as amended (the  
"Code").                                                                        

        THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND IS BASED UPON PRESENT LAW. DUE TO THE INDIVIDUAL NATURE OF TAX         
CONSEQUENCES, UNIT HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE    
SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER, INCLUDING THE EFFECTS OF        
APPLICABLE STATE, LOCAL OR OTHER TAX LAWS.                                      

All Limited Partners who are considering tendering their Units in this Offer, or
in any third party offer, should also carefully consider the following.         

     LOSS OF CURRENT INCOME. Accepting the Offer and tendering Units for
purchase pursuant to the Offer would result in the loss of    
    distributions from the operations of the properties by the Limited
Partnerships which underlie the Units.                        

RELINQUISHMENT OF RIGHT TO FUTURE CASH DISTRIBUTIONS. Upon the
       occurrence of a sale of one or more of the properties operated by the
   Limited Partnerships, the Unit holder would be entitled to a cash
      distribution. There can be no assurance that any such distributions,
         either individually or in the aggregate, would be lower than the Offer.
         Conversely, any such distributions might, either individually or in the
 aggregate, be higher than the Offer. By accepting the Offer and
     tendering Units for purchase pursuant to the Offer, however, a Unit
    holder would lose eligibility to receive any potential future cash
distribution.                                                 

         THE CONSIDERATIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATION
ONLY AND ARE NOT INTENDED TO BE A COMPREHENSIVE OR EXHAUSTIVE LIST OF RISKS OR  
OTHER CONSIDERATIONS THAT MAY BE INVOLVED WITH RESPECT TO AN ACCEPTANCE OF THE  
OFFER. UNIT HOLDERS ARE URGED TO CONSULT THEIR BUSINESS ADVISORS AS TO THE      
SPECIFIC CONSEQUENCES TO THEM OF THE OFFER.                                     

         6. CERTAIN INFORMATION CONCERNING THE LIMITED PARTNERSHIPS. Each of the
Limited Partnerships is a limited partnership organized and existing under the  
laws of the State of Delaware, with its principal executive offices at 3 North  
Columbus Boulevard, Philadelphia, Pennsylvania 19106. The telephone number for  
each of the Limited Partnerships is (215) 574-1636. According to the most recent
Annual Report on Form 10-K filed with the Securities and Exchange Commission    
(the "SEC") by each of the Limited Partnerships, each of the Limited            
Partnerships is principally engaged in the business of equipment lease financing
and is managed by the same general partner (the "General Partner"). According to
the most recent Quarterly Report on Form 10-Q filed by each of the Limited      
Partnerships, each of the Limited Partnerships, other than Fidelity VIII, is    
currently in the process of dissolution and liquidation of its respective       
assets. The Units of the Limited Partnerships are not publicly traded. There is 
no established public trading market for the Units of the Limited Partnerships. 

   The equipment leasing industry is highly competitive. Each of the
Limited Partnerships competes with leasing companies, equipment manufacturers   
and distributors, and entities similar to the Limited Partnerships (including   
similar programs sponsored by the General Partner), some of which have greater  
financial resources than the Limited Partnerships. Other leasing companies and  
equipment manufacturers and distributors may be in a position to offer equipment
to prospective lessees on financial terms which are more favorable than those   
which any of the Limited Partnerships can offer. They may also be in a position 
to offer trade-in-privileges, maintenance contracts and other services, which   
the Limited Partnerships may not be able to offer. Equipment manufacturers and  
distributors may offer to sell equipment on terms and conditions (such as       
liberal financing terms and exchange privileges) which will afford benefits to  
the purchaser similar to those obtained through leases. As a result of the      
advantages which certain competitors may have, each of the Limited Partnerships 
have found it necessary to lease its equipment on a less favorable basis than   
some or all of its competitors and may continue to find it necessary to lease   
its equipment on a less favorable basis than some or all of its competitors. The
computer equipment industry is extremely competitive as well. Competitive       
factors include pricing, technological innovation and methods of financing.     
Certain manufacturer-lessors maintain advantages through patent protection,     
where applicable, and through product protection by the use of a policy         
which combines service and hardware benefits with payment for such benefits     
accomplished through a single periodic charge.                                  

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         FIDELITY IV. Fidelity IV was organized in 1986 and has principally been
engaged in the acquisition of equipment, primarily computer equipment, which is 
leased to third parties on a short-term basis. Fidelity IV's principal objective
has been to generate leasing revenues for distribution to its limited partners. 
Fidelity IV has been managing the equipment, releasing or disposing of equipment
as it comes off lease in order to achieve its principal objective. Fidelity IV  
has not borrowed and does not presently borrow funds to purchase equipment.     
Fidelity IV has generally acquired equipment subject to a lease. Purchases of   
equipment for lease have typically been made through equipment leasing brokers, 
under a sale-leaseback arrangement directly from lessees owning equipment, from 
the manufacturer either pursuant to a purchase agreement relating to significant
quantities of equipment or on an AD HOC basis to meet the needs of a particular 
lessee. Fidelity IV does not have any employees. All persons who work for the   
benefit of or on behalf of Fidelity IV are employees of the General Partner.    

        The following selected financial data relating to Fidelity IV has been
taken or derived from the audited financial statements contained in the Annual  
Report on Form 10-K of Fidelity IV for each of the fiscal years ended December  
31, 1998, 1997, 1996 and 1995, as filed with the SEC. More comprehensive        
financial information is included in such Annual Reports on Form 10-K of        
Fidelity IV and in other periodic reports filed by Fidelity IV with the SEC, and
the selected financial data set forth below is qualified in its entirety by     
reference to such reports and other documents including the financial statements
contained therein. Such reports and other documents may be examined and copies  
may be obtained from the offices of the SEC in the manner set forth below. Such 
material may also be obtained electronically by visiting the SEC's web site on  
the Internet at http://www.sec.gov.                                             

                                                        [Enlarge/Download Table]

==============================================================================================================
SELECTED FINANCIAL DATA - FIDELITY IV                 December       December       December       December   
                                                      31, 1998       31, 1997       31, 1996       31, 1995   
                                                                                                              
Total Income .....................................    $ 1,312,608    $ 1,465,537    $ 1,723,227    $ 2,374,015
Net Income .......................................    $   266,144    $   445,584    $   539,379    $   738,436
Distributions to Partners ........................    $   325,000    $   400,000    $   878,707    $ 2,261,160
Net Income per Equivalent Limited Partnership Unit    $     25.51    $     42.54    $     23.17    $     56.98
Weighted Average Number of Equivalent Limited                                                                 
  Partnership Units Outstanding During Year.......         10,023         10,145         10,433         12,305
Total Assets .....................................    $ 2,324,899    $ 2,460,916    $ 2,389,398    $ 2,786,915
Equipment under Operating Leases and Equipment                                                                
   Held for Sale or Lease (Net) ..................    $   591,749    $   993,149    $ 1,397,793    $ 1,891,816
Net Investment in Direct Financing Leases ........    $ 1,046,488              -              -              -
Limited Partnership Units ........................         41,379         41,379         41,379         41,983
Limited Partners .................................          1,557          1,551          1,551          1,565
==============================================================================================================

         FIDELITY VI. Fidelity VI was organized in 1989 and has principally been
engaged in the acquisition of equipment which is leased to third parties on a   
short-term basis. Fidelity VI's principal objective has been to generate leasing
revenues for distribution to its limited partners. Fidelity VI has been managing
the equipment, releasing or disposing of equipment as it comes off lease in     
order to achieve its principal objective. Fidelity VI has not borrowed and does 
not presently borrow funds to purchase equipment. Fidelity VI has generally     
acquired equipment subject to a lease. Purchases of equipment for lease have    
typically been made through equipment leasing brokers, under a sale-leaseback   
arrangement directly from lessees owning equipment, from the manufacturer either
pursuant to a purchase agreement relating to significant quantities of equipment
or on an AD HOC basis to meet the needs of a particular lessee. Fidelity VI does
not have any employees. All persons who work for the benefit of or on behalf of 
Fidelity VI are employees of the General Partner.                               

        The following selected financial data relating to Fidelity VI has been
taken or derived from the audited financial statements contained in the Annual  
Report on Form 10-K of Fidelity VI for each of the fiscal years ended December  
31, 1998, 1997, 1996 and 1995, as filed with the SEC. More comprehensive        
financial information is included in such Annual Reports on Form 10-K of        
Fidelity VI and in other periodic reports filed by Fidelity VI with the SEC, and
the selected financial data set forth below is qualified in its entirety by     
reference to such reports and other documents including the financial statements
contained therein. Such reports and other documents may be examined and copies  
may be obtained from the offices of the SEC in the manner set forth below. Such 
material may also be obtained electronically by visiting the SEC's web site on  
the Internet at http://www.sec.gov.                                             

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==============================================================================================================
SELECTED FINANCIAL DATA - FIDELITY VI                 December       December       December       December   
                                                      31, 1998       31, 1997       31, 1996       31, 1995   
                                                                                                              
Total Income .....................................    $ 6,764,079    $ 4,765,095    $ 4,740,607    $  6,094,88
Net Income .......................................    $   245,744    $   423,226    $   169,828    $   597,297
Distributions to Partners ........................    $   300,000    $   300,011    $   668,800    $ 4,343,818
Net Income per Equivalent Limited Partnership Unit    $      8.18    $     14.22    $      5.49    $     15.94
Weighted Average Number of Equivalent Limited                                                                 
   Partnership Units Outstanding During the Year..         29,663         29,471         29,822         35,186
Total Assets .....................................    $ 9,392,891    $ 9,845,711    $ 9,435,898    $10,458,128
Equipment under Operating Leases and Equipment                                                                
   Held for Sale or Lease (Net) ..................    $ 2,744,228    $ 5,186,967    $ 5,973,803    $ 6,252,018
Net Investment in Direct Financing Leases ........    $ 3,545,522    $   126,057    $   503,093    $   687,606
Limited Partnership Units ........................         75,294         75,294         75,294         79,156
Limited Partners .................................          2,670          2,665          2,661          2,745
==============================================================================================================

      FIDELITY VII. Fidelity VII was organized in 1989 and has principally
been engaged in the acquisition of equipment, primarily computer equipment,     
including printers, tape and disk storage devices, data communications          
equipment, computer terminals, technical workstations and networking equipment, 
as well as other electronic equipment, which is leased to third parties on a    
short-term basis. Fidelity VII's principal objective has been to generate       
leasing revenues for distribution to its limited partners. Fidelity VII has been
managing the equipment, releasing or disposing of equipment as it comes off     
lease in order to achieve its principal objective. Fidelity VII has not borrowed
and does not presently borrow funds to purchase equipment. Fidelity VII has     
generally acquired equipment subject to a lease. Purchases of equipment for     
lease have typically been made through equipment leasing brokers, under a       
sale-leaseback arrangement directly from lessees owning equipment, from the     
manufacturer either pursuant to a purchase agreement relating to significant    
quantities of equipment or on an AD HOC basis to meet the needs of a particular 
lessee. Fidelity VII does not have any employees. All persons who work for the  
benefit of or on behalf of Fidelity VII are employees of the General Partner.   

         The following selected financial data relating to Fidelity VII has been
taken or derived from the audited financial statements contained in the Annual  
Report on Form 10-K of Fidelity VII for each of the fiscal years ended December 
31, 1998, 1997, 1996 and 1995, as filed with the SEC. More comprehensive        
financial information is included in such Annual Reports on Form 10-K of        
Fidelity VII and in other periodic reports filed by Fidelity VII with the SEC,  
and the selected financial data set forth below is qualified in its entirety by 
reference to such reports and other documents including the financial statements
contained therein. Such reports and other documents may be examined and copies  
may be obtained from the offices of the SEC in the manner set forth below. Such 
material may also be obtained electronically by visiting the SEC's web site on  
the Internet at http://www.sec.gov.                                             

                                                        [Enlarge/Download Table]

============================================================================================================== 
SELECTED FINANCIAL DATA - FIDELITY VII                December       December       December       December    
                                                      31, 1998       31, 1997       31, 1996       31, 1995    
                                                                                                               
Total Income ......................................   $ 4,416,369    $ 4,846,809    $ 5,778,248    $ 5,636,048 
Net Income (Loss)..................................   $  (185,085)   $   197,895    $   604,654    $   (17,688)
Distributions to Partners .........................   $    80,000    $   560,000    $   600,000    $ 3,577,138 
Net Income per Equivalent Limited Partnership Unit    $     (6.14)   $      6.36    $     19.21    $     (0.50)
Weighted Average Number of Equivalent Limited                                                                  
   Partnership Units Outstanding During the Year           29,856         30,302         31,096         35,095 
Total Assets ......................................   $10,394,528    $10,620,394    $10,941,033    $11,594,773 
Equipment under Operating Leases and Equipment                                                                 
   Held for Sale or Lease (Net) ...................   $ 2,957,392    $ 6,254,336    $ 7,734,171    $ 8,696,769 
Net Investment in Direct Financing Leases .........   $ 4,335,444    $   295,319    $    29,334    $    38,961 
Limited Partnership Units .........................        65,449         65,449         65,589         68,718 
Limited Partners ..................................         2,314          2,309          2,307          2,396 
============================================================================================================== 

       FIDELITY VIII. Fidelity VIII was organized in 1990 and is principally
been engaged in the acquisition of equipment, primarily computer equipment,     
which is leased to third parties on a short-term basis. Fidelity VIII's         
principal objective is to generate leasing revenues for distribution to its     
limited partners. Fidelity VIII manages the equipment, releasing or disposing of
equipment as it comes off lease in order to achieve its principal objective.    
Fidelity VIII does not presently borrow funds to purchase equipment. Fidelity   
VIII generally acquires equipment subject to a lease. Purchases of equipment for
lease are typically made through equipment leasing brokers, under a             
sale-leaseback arrangement directly from lessees owning equipment, from the     
manufacturer either pursuant to a purchase agreement relating to significant    
quantities of equipment or on an AD HOC basis to meet the needs of a particular 
lessee. Fidelity VIII does not have any employees. All persons who work for the 
benefit of or on behalf of Fidelity VIII are employees of the General Partner.  

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     The following selected financial data relating to Fidelity VIII has
been taken or derived from the audited financial statements contained in the    
Annual Report on Form 10-K of Fidelity VIII for each of the fiscal years ended  
December 31, 1998, 1997, 1996 and 1995, as filed with the SEC. More             
comprehensive financial information is included in such Annual Reports on Form  
10-K of Fidelity VIII and in other periodic reports filed by Fidelity VIII with 
the SEC, and the selected financial data set forth below is qualified in its    
entirety by reference to such reports and other documents including the         
financial statements contained therein. Such reports and other documents may be 
examined and copies may be obtained from the offices of the SEC in the manner   
set forth below. Such material may also be obtained electronically by visiting  
the SEC's web site on the Internet at http://www.sec.gov.                       

                                                        [Enlarge/Download Table]

============================================================================================================== 
SELECTED FINANCIAL DATA - FIDELITY VIII               December       December       December       December    
                                                      31, 1998       31, 1997       31, 1996       31, 1995    
                                                                                                               
Total Income .....................................    $ 2,790,169    $ 2,273,084    $ 2,258,564    $ 2,543,493 
Net Income (Loss) ................................    $    93,898    $   382,297    $    24,373    $  (137,721)
Distributions to Partners ........................    $   220,000    $   240,000    $   225,000    $ 1,105,691 
Net Income per Equivalent Limited Partnership Unit    $      6.87    $     28.53    $      1.62    $     (9.05)
Weighted Average Number of Equivalent Limited                                                                  
   Partnership Units Outstanding During the Year..         13,312         13,264         13,396         15,067 
Total Assets .....................................    $ 5,130,180    $ 5,276,226    $ 5,071,493    $ 5,596,725 
Equipment under Operating Leases and Equipment                                                                 
   Held for Sale or Lease (Net) ..................    $   758,243    $ 3,014,540    $ 2,572,350    $ 2,395,085 
Net Investment in Direct Financing Leases ........    $ 2,817,738              -              -              - 
Limited Partnership Units ........................         21,695         21,695         21,695         22,812 
Limited Partners .................................            945            942            943            962 
============================================================================================================== 

AVAILABLE INFORMATION ABOUT THE LIMITED PARTNERSHIPS                            

      The information concerning the Limited Partnerships contained herein
has been taken from or is based upon reports and other documents on file with   
the SEC or otherwise publicly available. Although Purchaser does not have any   
knowledge that would indicate that any statements contained herein based upon   
such reports and documents are untrue, Purchaser does not take responsibility   
for the accuracy or completeness of the information contained in such reports   
and other documents or for any failure by any of the Limited Partnerships to    
disclose events that may have occurred and may affect the significance or       
accuracy of any such information but that are unknown to Purchaser.             

  Each of the Limited Partnerships is subject to the informational
requirements of the Exchange Act and in accordance therewith file reports, proxy
statements, and other information with the SEC relating to its business,        
financial condition and other matters. Each of the Limited Partnerships is      
required to disclose in such reports and statements certain information, as of  
particular dates, concerning its management, their remuneration, securities     
issued by it, the principal holders of its securities and any material interest 
of management in transactions with such Limited Partnership. Such reports, proxy
statements, and other information filed with the SEC, can be inspected and      
copied at the public reference facilities maintained by the SEC, at Judiciary   
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and should    
also be available for inspection and copying at the SEC's Regional Offices at   
Citicorp Center, 500 West-Madison Street, Suite 1400, Chicago, Illinois 60661,  
and Seven World Trade Center, 13th Floor, New York, New York, 10048. Copies of  
such material also can be obtained from the Public Reference Section of the SEC,
Washington, D.C. 20549 at prescribed rates. Each of the Limited Partnerships    
files its reports, proxy statements, and other information with the SEC         
electronically. The SEC maintains a web site on the Internet that contains      
reports, proxy and information statements, and other information regarding      
registrants that file electronically with the SEC. Accordingly, such reports,   
statements and other information may also be obtained electronically by visiting
the SEC's web site at http://www.sec.gov.                                       

     7. CERTAIN INFORMATION CONCERNING THE PURCHASER. Purchaser, Odd Lot
Liquidity Fund, LLC, is a limited liability company organized and existing under
the laws of the State of California, with its principal executive offices at    
2699 White Road, Suite 255, Irvine, California 92614. The telephone number for  
Purchaser is (949) 660-1144, extension 16, and its facsimile number is (949)    
660-1063. Purchaser is not subject to the information requirements of the       
Exchange Act and in accordance therewith does not file periodic reports, proxy  
statements or other information with the SEC relating to its business, financial
condition or other matters.                                                     

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       Purchaser was organized in December 1998 and, accordingly, has only a
limited history of operations. Purchaser is principally engaged in the          
acquisition of units of limited partnership interests which are registered with 
the SEC under the Exchange Act. Most of the limited partnerships whose units of 
limited partnership interests Purchaser acquires have invested in income        
properties and have not liquidated in the time frame originally projected by    
their general partner. To date, neither Purchaser nor any of its affiliates has 
owned five percent (5%) or more of any SEC-registered limited partnerships or   
otherwise attempted to obtain control of any SEC-registered limited partnership 
or the general partner of any SEC-registered limited partnership.               

        There are no officers or directors of Purchaser. Instead, Purchaser is
a two-member limited liability company organized under the laws of the State of 
California and is managed by one managing member, Mr. James S. Riley. Mr. Riley 
holds over 95% of the ownership interests in Purchaser. Purchaser is the fifth  
fund managed by Mr. Riley. The business address of Mr. Riley is c/o Odd Lot     
Liquidity Fund, LLC, 2699 White Road, Suite 255, Irvine, California 92614. The  
principal occupation and five-year employment history of Mr. Riley is set forth 
below.                                                                          

                                                        [Enlarge/Download Table]

                          Starting and  Name and Address      Principal Occupation       
Name of Purchaser Member  Ending Dates  of Organization          and Business            
------------------------  ------------  ----------------      --------------------       
                                                                                         
     James S. Riley       Dec. 1998     Odd Lot Liquidity     Managing Member;           
                          - present     Fund, LLC             Acquisition of SEC-        
                                        2699 White Road       registered units of limited
                                        Suite 255             partnership interest and   
                                        Irvine, CA 91614      other securities           

                          Nov. 1998     Sierra Fund 5, LLC    Managing Member;           
                          - present     2699 White Road       Acquisition of SEC-        
                                        Suite 255             registered units of limited
                                        Irvine, CA 91614      partnership interest and   
                                                              other securities           

                          Dec. 1997     Sierra Fund 4, LLC    Managing Member;           
                          - present     2699 White Road       Acquisition of SEC-        
                                        Suite 255             registered units of limited
                                        Irvine, CA 91614      partnership interest and   
                                                              other securities           

                          Feb. 1998     Sierra Fund 3, G.P.   General partner;           
                          - present     2699 White Road       Acquisition of SEC-        
                                        Suite 255             registered units of limited
                                        Irvine, CA 91614      partnership interest and   
                                                              other securities           

                          March 1997    Riley Bower Equities  Managing Member;           
                          - present       Fund 2, LLC         Acquisition of SEC-        
                                        2699 White Road       registered units of limited
                                        Suite 255             partnership interest and   
                                        Irvine, CA 91614      other securities           

                          April 1996    Riley Bower Equities  Managing Member;           
                          - present       Fund 1, LLC         Acquisition of SEC-        
                                        2699 White Road       registered units of limited
                                        Suite 255             partnership interest and   
                                        Irvine, CA 91614      other securities           

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      During the last five years, neither Purchaser nor Mr. Riley has been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors). During the last five years, neither Purchaser nor Mr. Riley was a
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction in which, as a result of such proceeding, Purchaser or Mr. Riley   
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws. Purchaser is a California limited   
liability company. Mr. Riley is a citizen of the United States of America.      
Except as set forth in Section 10, neither Purchaser or Mr. Riley nor any of    
their respective affiliates is now or has in the past been involved in any      
contracts, negotiations or transactions which have occurred since the           
commencement of the third full fiscal year of any of the Limited Partnerships   
preceding the date of this Offer to Purchase between Purchaser or Mr. Riley or  
any of their respective affiliates and any of the Limited Partnerships or their 
respective affiliates.                                                          

 8. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Purchaser
presently has cash available for investment in the acquisition of the Units in  
an aggregate amount of $600,000. Should additional funds be required, Purchaser 
will conduct a call for additional capital from its members (primarily, Mr.     
Riley) in order to obtain any such additional funds. The Units tendered to      
Purchaser and accepted for payment will be acquired solely in exchange for cash.
None of the funds used to purchase Units tendered to Purchaser and accepted for 
payment will or are expected to be, directly or indirectly, borrowed. Due to the
limited operating history of Purchaser and the fact that Purchaser has or will  
have sufficient cash available to acquire the maximum amount of the Units (up   
to, but not more than, twenty-five percent (25%) of the total number of issued  
and outstanding Units of each of the Limited Partnerships) pursuant to the terms
and conditions of the Offer, Purchaser does not believe that Purchaser's        
financial condition is material to a decision by a Unit holder whether to sell, 
tender or hold his or her Units.                                                

       According to the most recent respective Annual Report on Form 10-K of
each of the Limited Partnerships for the respective fiscal years of each of the 
Limited Partnerships ended December 31, 1998, there were issued and outstanding:
(i) 41,379 Units of Fidelity IV, (ii) 75,294 Units of Fidelity VI, (iii) 65,449 
Units of Fidelity VII, and (iv) 21,695 Units of Fidelity VIII. As a result,     
Purchaser believes that the Minimum Condition with respect to each Limited      
Partnership would be satisfied if there are tendered to the Purchaser, and not  
withdrawn, pursuant to the Offer: (i) 414 Units of Fidelity IV (for an aggregate
purchase price of $6,210), (ii) 753 Units of Fidelity VI (for an aggregate      
purchase price of $26,355), (iii) 655 Units of Fidelity VII (for an aggregate   
purchase price of $29,475), and (iv) 217 Units of Fidelity VIII (for an         
aggregate purchase price of $14,105). If Purchaser successfully concludes the   
purchase of the maximum amount of twenty-five percent (25%) of the Units of each
of the Limited Partnerships pursuant to the Offer, Purchaser would acquire: (i) 
10,345 Units of Fidelity IV, for an aggregate purchase price of $155,175, (ii)  
18,824 Units of Fidelity VI, for an aggregate purchase price of $658,840, (iii) 
16,363 Units of Fidelity VII, for an aggregate purchase price of $736,335, and  
(iv) 5,424 Units of Fidelity VIII, for an aggregate purchase price of $352,560. 

         9. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF PURCHASER. The
purpose of the Offer is to acquire for cash up to (but not more than)           
twenty-five percent (25%) of the Units of each of the Limited Partnerships for  
investment purposes only. The Purchaser does not presently intend to gain       
majority control of any of the Limited Partnerships or to control the General   
Partner. However, as a principal holder of limited partnership interests of one 
or more of the Limited Partnerships, the Purchaser hopes to be able to provide  
input and make suggestions to the General Partner on enhancing the value of the 
Units, subject to and in accordance with applicable laws. Purchaser reserves the
right to adopt any plans or proposals and to make additional purchases or sales 
of the Units, subject to applicable regulatory requirements and applicable law. 

        10. INTEREST IN SECURITIES OF THE LIMITED PARTNERSHIPS. Purchaser does
not presently own any Units of any of the Limited Partnerships. Sierra Fund 4,  
LLC, a California limited liability company of which Mr. Riley, the managing    
member of the Purchaser, is the managing member, currently owns Units of the    
Limited Partnerships as set forth below:                                        

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                                                                [Download Table]


                                         Number of    Percentage of Total Units
Name of Limited Partnership              Units Owned  Issued and Outstanding*  
---------------------------              -----------  -----------------------  

                                                                               
Fidelity Leasing Income Fund IV, L. P.          182          0.4%              
Fidelity Leasing Income Fund VI, L. P.        1,818          2.4%              
Fidelity Leasing Income Fund VII, L. P.       1,520          2.3%              
Fidelity Leasing Income Fund VIII, L. P.        269          1.2%              

-----------------------------                                                   
       *      Based on the most recent respective Annual Report on Form 10-K
             of each of the Limited Partnerships for the respective fiscal
            years of each of the Limited Partnerships ended December 31,
1998, as filed with the SEC.                    

       Each of Purchaser and Mr. Riley disclaims beneficial ownership of any
of the Units owned by Sierra Fund 4, LLC. There are no contracts, arrangements, 
understandings or relationships (whether or not legally enforceable) between    
Purchaser or Mr. Riley or any of their respective affiliates and any other      
person with respect to any of the Units of any of the Limited Partnerships. No  
persons will be retained or compensated by Purchaser, or by any person on       
Purchaser's behalf, to make solicitations or recommendations in connection with 
the Offer.                                                                      

   11. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. Purchaser
reserves the right, at any time or from time to time, in its sole discretion and
regardless of whether or not any of the conditions specified in Section 12 shall
have been satisfied, (i) to extend the period of time during which the Offer is 
open by giving oral or written notice of such extension to the Depositary and by
making a public announcement of such extension or (ii) to amend the offer in any
respect by making a public announcement of such amendment. There can be no      
assurance that Purchaser will exercise its right to extend or amend the Offer.  

If Purchaser decreases the percentage of Units being sought or
increases or decreases the consideration to be paid for the Units pursuant to   
the Offer and the Offer is scheduled to expire at any time before the expiration
of a period of ten (10) business days from, and including, the date that notice 
of such increase or decrease is first published, sent or given in the manner    
specified below, the Offer will be extended until the expiration of such period 
of ten (10) business days. If Purchaser makes a material change in the terms of 
the Offer (other than a change in price or percentage or Units sought) or in the
information concerning the Offer, or waives a material condition of the Offer,  
Purchaser will extend the Offer, if required by applicable law, for a period    
sufficient to allow Unit holders to consider the amended terms of the Offer. In 
a published release, the SEC has stated that in its view an offer must remain   
open for a minimum period of time following a material change in the terms of an
offer. The release states that an offer should remain open for a minimum of five
(5) business days from the date the material change is first published, sent or 
given to security holders, and that if material changes are made with respect to
information that approaches the significance of price and share levels, a       
minimum of ten (10) business days may be required to allow adequate             
dissemination and investor response. The term "business day" shall many any day 
other than Saturday, Sunday or a federal holiday and shall consist of the time  
period from 12:01 A.M. through 12:00 Midnight, New York City time.              

         Purchaser also reserves the right, in its sole discretion, in the event
any of the conditions specified in Section 12 shall not have been satisfied and 
so long as Units have not theretofore been accepted for payment, to delay       
(except as otherwise required by applicable law) acceptance for payment of or   
payment for Units or to terminate the Offer and not accept for payment or pay   
for Units.                                                                      

         If Purchaser extends the period of time during which the Offer is open,
is delayed in accepting for payment or paying for Units or is unable to accept  
for payment or pay for Units pursuant to the Offer for any reason, then, without
prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf  
of Purchaser, retain all Units tendered, and such Units may not be withdrawn    
except as otherwise provided in Section 4. The reservation by Purchaser of the  
right to delay acceptance for payment of or payment for Units is subject to     
applicable law, which requires that Purchaser pay the consideration offered or  
return the Units deposited by or on behalf of Unit holders promptly after       
termination or withdrawal of the Offer.                                         

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       Any extension, termination or amendment of the Offer will be followed
as promptly as practicable by a public announcement thereof. Without limiting   
the manner in which Purchaser may choose to make any public announcement,       
Purchaser will have no obligation (except as otherwise required by applicable   
law) to publish, advertise or otherwise communicate any such public announcement
other than by making a release through a national news service. In the case of  
an extension of the Offer, Purchaser will make a public announcement of such    
extension no later than by 9:00 A.M., New York City time, on the next business  
day after the previously scheduled Expiration Time.                             

12. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other
provision of the Offer, Purchaser shall not be required to accept for payment or
pay for any Units, and may terminate the Offer with respect to any of the       
Limited Partnerships, if (i) less than one percent (1%) of the issued and       
outstanding Units of such Limited Partnership has been tendered pursuant to the 
Offer by the Expiration Time and not withdrawn or (ii) at any time on or after  
August 5, 1999 and prior to the acceptance for payment of Units, any of the     
following conditions exist:                                                     

          (a) There shall be instituted or pending any action or
   proceeding by any government or governmental authority or agency,
   domestic or foreign, or by any other person, domestic or foreign,
   before any court or governmental authority or agency, domestic or
foreign, (i) challenging or seeking to make illegal, to delay 
        materially or otherwise directly or indirectly to restrain or prohibit
       the making of the Offer, the acceptance for payment of or payment for
        some or all the Units by Purchaser, seeking to obtain material damages
  or otherwise directly or indirectly relating to the transactions
 contemplated by the Offer. (ii) seeking to restrain or prohibit
Purchaser's ownership or operation (or that of its respective 
   subsidiaries or affiliates) of all or any material portion of the
       business or assets of any of the Limited Partnerships or of Purchaser
        and its subsidiaries or its affiliates, taken as a whole, or to compel
     Purchaser or any of its subsidiaries or affiliates to dispose of or
        hold separate all or any material portion of the business or assets of
     any of the Limited Partnerships, (iii) seeking to impose or confirm
material limitations on the ability of Purchaser or any of its
   subsidiaries or affiliates effectively to exercise full rights of
     ownership of the Units, including, without limitation, the right to
vote any Units acquired or owned by Purchaser or any of its   
     subsidiaries or affiliates on all matters properly presented to the
      partners of any of the Limited Partnerships, (iv) seeking to require
      divestiture by Purchaser or any of its subsidiaries or affiliates of
 any Units, or (v) that otherwise, in the reasonable judgment of
         Purchaser and its counsel, is likely to materially adversely affect any
        of the Limited Partnerships or Purchaser or any of its subsidiaries or
affiliates; or                                                

              (b) there shall be any action taken, or any statute, rule,
      regulation, injunction, order or decree proposed, enacted, enforced,
      promulgated, issued or deemed applicable to the Offer, by any court,
        governmental or governmental authority or agency, domestic or foreign,
       that, in the reasonable judgment of Purchaser, is likely, directly or
         indirectly, to result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above; or                    

                 (c) any change shall have occurred or been threatened (or any
development shall have occurred or been threatened involving a
     prospective change) in the business, assets, liabilities, financial
       condition, capitalization, operations or results of operations of any
 of the Limited Partnerships that, in the reasonable judgment of
   Purchaser, is or is likely to be materially adverse to any of the
        Limited Partnerships or Purchaser shall have become aware of any facts
      that, in the reasonable judgment of Purchaser, have or are likely to
       have a material adverse significance with respect to either the value
 of any of the Limited Partnerships or the value of the Units to
Purchaser; or                                                 

                 (d) Purchaser shall have otherwise learned that any person or
         "group" (as defined in Section 13(d)(3) of the Exchange Act) shall have
    acquired more than 20% of the Units or shall have been granted any
option, right or warrant, conditional or otherwise, to acquire
beneficial ownership of more than 20% of the Units; or        

                (e) it shall have been publicly disclosed or Purchaser shall
         have otherwise learned that any person or group shall have entered into
       a definitive agreement or an agreement in principle with respect to a
     merger, consolidation or other business combination with any of the
Limited Partnerships;                                         

which, in the reasonable judgment of Purchaser in any such case, and regardless 
of the circumstances (including any action or omission by Purchaser) giving rise
to any such condition makes it inadvisable to proceed with such acceptance for  
payment or payment.                                                             

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        If, with respect to any of the Limited Partnerships, a number of Units
are deposited that exceeds twenty-five percent (25%) of the issued and          
outstanding Units of such Limited Partnership, the Units so deposited shall be  
taken up and paid for on a PRO RATA basis as nearly as may be done, disregarding
fractions, according to the number of Units deposited by each holder tendering  
Units during the Proration Period. If any tendered Units are not purchased      
pursuant to the Offer for any reason, of if certificates are submitted for more 
than twenty-five percent (25%) of the total number of issued and outstanding    
Units of any Limited Partnership, such unpurchased Units will be returned       
without expense to the tendered Unit holder, as promptly as practicable         
following the expiration or termination of the Offer.                           

        The foregoing conditions are for the sole benefit of Purchaser and may
be asserted by Purchaser in its sole discretion regardless of the circumstances 
(including any action or omission by Purchaser) giving rise to any such         
conditions or may be waived by Purchaser in its sole discretion in whole at any 
time or in part from time to time. The failure by Purchaser at any time to      
exercise its rights under any of the foregoing conditions shall not be deemed a 
waiver of any such right; the waiver of any such right with respect to          
particular facts and circumstances shall not be deemed a waiver with respect to 
any other facts and circumstances, and each such right shall be deemed an       
ongoing right which may be asserted at any time from time to time. Any          
determination by Purchaser concerning the events described in this Section will 
be final and binding upon all parties.                                          

 13. CERTAIN LEGAL MATTERS. Based on its examination of publicly
available information filed by the Limited Partnerships with the SEC and other  
publicly available information concerning the Limited Partnerships, Purchaser is
not aware of any license or regulatory permit that appears to be material to the
business of any of the Limited Partnerships that might be adversely affected by 
Purchaser's acquisition of the Units as contemplated herein or, except as set   
forth below, of any approval or other action by an government or governmental   
authority or agency, domestic or foreign, that would be required for the        
acquisition or ownership of Units by Purchaser as contemplated herein. Should   
any such approval or other action be required, Purchaser currently contemplates 
that such approval or other action will be sought. However, there is no current 
intent to delay the purchase of Units tendered pursuant to the Offer pending the
outcome of any such matter. Purchaser is unable to predict whether it may       
determine that it is required to delay the acceptance for payment of or payment 
for Units tendered pursuant to the Offer pending the outcome of any such matter.
There can be no assurance that any such approval or other action, if needed,    
would be obtained or would be obtained without substantial conditions or that if
such approvals were not obtained or such other actions were not taken adverse   
consequences might not result to the business of any or all of the Limited      
Partnerships or certain parts of their respective businesses might not have to  
be disposed of, any of which could cause Purchaser to elect to terminate the    
Offer without the purchase of Units thereunder. Purchaser's obligations under   
the Offer to accept for payment and pay for Units is subject to certain         
conditions. See Section 12.                                                     

         14. FEES AND EXPENSES. Purchaser has retained Gemisys Transfer Agent to
act as the Depositary in connection with the Offer. The Depositary will receive 
reasonable and customary compensation for its services, will be reimbursed for  
certain reasonable out-of-pocket expenses and will be indemnified against       
certain liabilities in connection therewith, including certain liabilities under
the federal securities laws. In addition, the Depositary will receive a transfer
fee in the amount of $150 with respect to each tender of Units by a Unit holder,
which amount will be deducted from the total purchase price payment to be made  
to each holder of Units tendering Units prior to the Expiration Time in         
accordance with this Offer to Purchase.                                         

        Purchaser will not pay any fees or commissions to any broker or dealer
or any other person (other than the Depositary) for soliciting tenders of Units 
pursuant to the Offer. Brokers, dealers, commercial banks and trust companies   
will, upon request, be reimbursed by Purchaser for reasonable and necessary     
costs and expenses incurred by them in forwarding materials to or on behalf of  
their customers.                                                                

        15. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Units in any jurisdiction in which the
making of the Offer or acceptance thereof would not be in compliance with the   
laws of such jurisdiction. However, Purchaser may, in its discretion, take such 
action as it may deem necessary to make the Offer in any such jurisdiction and  
extend the Offer to holders of Units in such jurisdiction.                      

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   NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR
IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR         
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.               

       Purchaser has filed with the SEC a Tender Offer Statement on Schedule
14D-1, together with exhibits, pursuant to Rule 14d-3 of the General Rules and  
Regulations under the Exchange Act, furnishing certain additional information   
with respect to the Offer. The Schedule 14D-1 and any amendments thereto,       
including exhibits, may be examined and copies may be obtained from the offices 
of the SEC in the manner set forth in Section 7 of this Offer to Purchase       
(except that such information will not be available at the regional offices of  
the SEC).                                                                       

                                         ODD LOT LIQUIDITY FUND, LLC

August 5, 1999                                                                  

     Facsimile copies of the Letter of Transmittal will be accepted. The
Letter of Transmittal and certificates for Units and any other required         
documents should be sent to the Depositary at the address set forth below:      

 The Depositary for the Offer is: Gemisys Transfer Agent

BY HAND OR OVERNIGHT COURIER OR BY MAIL:        BY FACSIMILE:       

  Gemisys Transfer Agent                          Gemisys Transfer Agent
  7103 S. Revere Parkway                          7103 S. Revere Parkway
Englewood, CO 80412                             Englewood, CO 80412 
      Attn: Mr. Charlie Richards                      Attn: Mr. Charlie Richards
                                                      (303) 705-6056 (facsimile)

         Questions or requests for assistance or additional copies of this Offer
to Purchase and the Letter of Transmittal may be directed to the Purchaser at   
the address and telephone number set forth below. Unit holders may also need to 
contact their broker, dealer, commercial bank or trust company for assistance   
concerning the Offer.                                                           

 Attn.: Ms. Danea T. Riley
 Odd Lot Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, California 92614
 BY TELEPHONE: (949) 660-1144, extension 10 (Call Collect)
BY FACSIMILE: (949) 660-0632

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EXHIBIT (A)(2)                                                                  

Letter of Transmittal                                                           
---------------------                                                           

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 To Tender Units of Limited Partnership Interest
 (Including all associated rights)

of

FIDELITY LEASING INCOME FUND IV, L. P.
FIDELITY LEASING INCOME FUND VI, L. P.
 FIDELITY LEASING INCOME FUND VII, L. P.
FIDELITY LEASING INCOME FUND VIII, L. P.

 Pursuant to the Offer to Purchase
dated August 5, 1999

of

 ODD LOT LIQUIDITY FUND, LLC
a California limited liability company

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW 
YORK CITY TIME, ON FRIDAY, SEPTEMBER 3, 1999, UNLESS THE OFFER IS EXTENDED.     

To:   Gemisys Transfer Agent, AS DEPOSITARY                                     

BY HAND OR OVERNIGHT COURIER OR BY MAIL:       BY FACSIMILE:        

 Gemisys Transfer Agent                         Gemisys Transfer Agent
 7103 S. Revere Parkway                         7103 S. Revere Parkway
Englewood, CO 80412                            Englewood, CO 80412  
     Attn: Mr. Charlie Richards                     Attn: Mr. Charlie Richards
                                                    (303) 705-6056 (facsimile)

Delivery of this instrument to an address other than as set forth above or      
transmission of instructions to a facsimile number other than the one listed    
above will not constitute a valid delivery.                                     

UNIT HOLDERS MUST TENDER THEIR UNITS BY DELIVERY OF THIS LETTER OF TRANSMITTAL  
AND ALL OTHER DOCUMENTS REQUIRED HEREBY TO THE DEPOSITARY BY THE EXPIRATION TIME
(AS DEFINED IN THE OFFER TO PURCHASE).                                          

                                                        [Enlarge/Download Table]

                                           DESCRIPTION OF UNITS TENDERED                                 
-------------------------------------------------------------------------------------------------------  

            Name(s) and Addresses of                                                                     
     Registered Holder(s) (Please fill in)                      Units Tendered                           
     -------------------------------------  -----------------------------------------------------------  
                                                                                        Number of        
                                            Name of Limited Partnership                 Units Tendered*  
                                            ---------------------------                 ---------------  
                                                                                                         
         ________________________           Fidelity Leasing Income Fund IV, L.P.       __________       

         ________________________           Fidelity Leasing Income Fund VI, L.P.       __________       

         ________________________           Fidelity Leasing Income Fund VII, L.P.      __________       

         ________________________           Fidelity Leasing Income Fund VIII, L.P.     __________       

---------------------------------------------------------------------------------------------------------

*      If all Units are being tendered, you may so indicate by inserting the    
      word "ALL" in the space provided. Unless otherwise indicated, it will be
assumed that all Units are being tendered.                        

 NOTE: SIGNATURES MUST BE PROVIDED BELOW
 PLEASE READ THE FOLLOWING CAREFULLY
AND COMPLETE THE INFORMATION WHERE REQUESTED

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Gentlemen:                                                                      

  The undersigned hereby tenders to Odd Lot Liquidity Fund, LLC, a
California limited liability company (the "Purchaser"), the above-described     
Units of limited partnership interest of:                                       

Check, as applicable:      [ ]  Fidelity Leasing Income Fund IV, L. P.          
                     (Purchase Price of $15 Net Per Unit)*
                 [ ]  Fidelity Leasing Income Fund VI, L. P.
                     (Purchase Price of $35 Net Per Unit)*
                  [ ]  Fidelity Leasing Income Fund VII, L. P.
                     (Purchase Price of $45 Net Per Unit)*
                   [ ]  Fidelity Leasing Income Fund VIII, L. P.
                     (Purchase Price of $65 Net Per Unit)*

                  *        Excludes a transfer fee in the amount of $150 payable
                           to the Depositary, which amount will be deducted from
                        the total purchase price payment to be made to the
                          undersigned holder of Units tendering Units prior to
                         the Expiration Time in accordance with the Offer to
Purchase.                 

(including all associated rights with respect thereto, collectively the "Units")
pursuant to the Purchaser's offer to purchase up to (but not more than)         
twenty-five percent (25%) of the issued and outstanding Units of each of the    
foregoing limited partnerships (collectively referred to herein as the "Limited 
Partnerships") at the respective purchase prices per Unit, net to the seller in 
cash, indicated above upon the terms and subject to the conditions set forth in 
the Offer to Purchase dated August 5, 1999, receipt of which is hereby          
acknowledged, and in this Letter of Transmittal (which together constitute the  
"Offer"). The Purchaser reserves the right to transfer or assign, in whole or   
from time to time in part, to one or more of its affiliates the right to        
purchase Units tendered pursuant to the Offer.                                  

         Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Units tendered herewith, the 
undersigned hereby sells, assigns and transfers to or upon the order of the     
Purchaser all right, title and interest in and to all the Units that are being  
tendered hereby (and any and all other Units or other securities issued or      
issuable in respect thereof on or after August 5, 1999) and appoints the        
Depositary the true and lawful agent and attorney-in-fact of the undersigned    
with respect to such Units (and all such other Units or securities), with full  
power of substitution (such power of attorney being deemed to be an irrevocable 
power coupled with an interest), to (a) deliver certificates for such Units (and
all such other Units or securities), or transfer ownership of such Units (and   
all such other Units or securities) on the account books maintained by or on    
behalf of the Limited Partnerships, together, in any such case, with all        
accompanying evidences of transfer and authenticity, to or upon the order of the
Purchaser, (b) present such Units (and all such other Units or securities) for  
transfer on the books of the Limited Partnerships and (c) receive all benefits  
and otherwise exercise all rights of beneficial ownership of such Units (and all
such other Units or securities), all in accordance with the terms of the Offer. 

     The undersigned hereby irrevocably appoints the Purchaser, James S.
Riley, Barry Zemel and Danea T. Riley, and each of them, the attorney-in-fact   
and proxy of the undersigned, with full power of substitution, to exercise all  
voting and other rights of the undersigned in such manner as such               
attorney-in-fact and proxy or his or her substitute or substitutes shall in his 
or her sole discretion deem proper, with respect to all of the Units tendered   
hereby which have been accepted for payment by the Purchaser prior to the time  
of any vote or other actions (and any and all other Units or other securities   
issued or issuable in respect thereof on or after August 5, 1999), at any       
meeting of partners then scheduled or acting by written consent without a       
meeting or otherwise. This proxy is irrevocable and is granted in consideration 
of, and is effective upon, the acceptance for payment of such Units by the      
Purchaser in accordance with the terms of the Offer. Such acceptance for payment
shall revoke any other proxies or written consent granted by the undersigned at 
any time with respect to such Units (and all such other Units or securities),   
and no subsequent proxies may be given or subsequent written consents will be   
executed by the undersigned (and if given or executed, will not be deemed to be 
effective).                                                                     

 The undersigned agrees that, from and after August 5, 1999, the
Purchaser shall be entitled to all distribution made by the Partnership or any  
other party with respect to the Units tendered hereby including, but not limited
to, any distributions attributable to periods or events occurring prior to such 
date but not yet distributed. This right also includes the rights to any        
benefits which may accrue or to which the undersigned might be eligible as a    
result of any litigation or settlement which involves any Limited Partnership or
the undersigned's investment in the Limited Partnership. Should the undersigned 
receive any distributions from any Limited Partnership or any other party with  
respect to the Units tendered hereby and/or the investment in the Units from or 
after such date, the undersigned agrees to duly endorse the check or checks     
representing such distribution payable to the order of the Purchaser, and to    
transmit such check or checks to the Purchaser within two days after receipt by 
the undersigned.                                                                

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         The undersigned hereby represents and warrants that (a) the undersigned
owns the Units being tendered within the meaning of Rule 14e-4 promulgated under
the Exchange Act of 1934, as amended (the "Exchange Act"), (b) the tender of    
such Units complies with Rule 14e-4 of the Exchange Act, (c) such Unit holder   
has the full power and authority to tender, sell, assign and transfer the Units 
tendered hereby (and any and all other Units or other securities issued or      
issuable in respect thereof on or after August 5, 1999) and that when the same  
are accepted for payment by the Purchaser, the Purchaser will acquire good and  
unencumbered title thereto, free and clear of all liens, restrictions, charges  
and encumbrances and not subject to any adverse claims, (d) if the undersigned  
is signing on behalf of any entity, the undersigned declares that he has        
authority to sign this document on behalf of the entity and (e) the undersigned 
is a "United States person"as defined in Section 7701(a)(30) of the Internal    
Revenue Code of 1986, as amended or, if the undersigned is not a United States  
person, the undersigned does not own beneficially or of record more than five   
percent (5%) of the outstanding Units of any Limited Partnership. The           
undersigned will, upon request, execute and deliver any additional documents    
deemed by the Depositary or the Purchaser to be necessary or desirable to       
complete the sale, assignment and transfer of the Units tendered hereby (and all
such other Units or securities).                                                

        All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned, and any obligation of the           
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.                                      

   The undersigned understands that tenders of Units pursuant to the
procedures described in Section 3 of the Offer to Purchase and in this Letter of
Transmittal will constitute an agreement between the undersigned and the        
Purchaser upon the terms and subject to the conditions of the Offer, including, 
without limitation, the undersigned's (i) waiver of any and all rights with     
respect to the Units, (ii) release and discharge of the Purchaser from any and  
all claims the undersigned may now or in the future have arising out of, or     
related to, the Units tendered and (iii) agreement to indemnify and hold        
harmless Purchaser, its managing member and other members from and against any  
and all claims and actions against the relevant Limited Partnership(s) which are
attributable to the operations or activities of such Limited Partnership(s) on  
or prior to the date of sale the Units tendered herewith.                       

     By the undersigned's execution of this Letter of Transmittal, under
penalties of perjury the undersigned hereby certifies that (1) the number shown 
below on this Letter of Transmittal as the undersigned's Federal Employer       
Identification Number (or Social Security Number) is correct and (2) the        
undersigned is not subject to backup withholding either because (a) the         
undersigned is exempt from backup withholding, or (b) the undersigned has not   
been notified by the Internal Revenue Service ("IRS") that the undersigned is   
subject to backup withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified the undersigned that the undersigned is  
no longer subject to backup withholding. The undersigned also certifies by      
execution of this Letter of Transmittal that the undersigned, if an individual, 
is not a nonresident alien for purposes of U.S. income taxation, and if not an  
individual, is not a foreign corporation, foreign partnership, foreign trust or 
foreign estate (as those terms are defined in the Internal Revenue Code and     
Income Tax Regulations). The undersigned understands that this certification may
be disclosed to the IRS by the Purchaser and that any false statement contained 
herein could be punished by fine, imprisonment or both.                         

 If this Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other    
person acting in a fiduciary or representative capacity, such persons should so 
indicate when signing, and proper evidence satisfactory to the Purchaser of the 
authority of such person so to act must be submitted.                           

     The Purchaser will pay any stock transfer taxes with respect to the
sale and transfer of any Units to it or its order pursuant to the Offer. If,    
however, payment of the purchase price is to be made to, or Units not tendered  
or not purchased are to be returned in the name of, any person other than the   
registered holder(s), or if a transfer tax is imposed for any reason other than 
the sale or transfer of the Units to the Purchaser pursuant to the Offer, then  
the amount of any stock transfer taxes (whether imposed on the registered       
holder(s), such other person or otherwise) will be deducted from the purchase   
price unless satisfactory evidence of the payment of such taxes, or exemption   
therefrom, is submitted herewith.                                               

         The total purchase price to be paid to the undersigned shall be reduced
by the amount of $150, which amount shall be paid as a transfer fee to the      
Depositary and deducted from the total purchase price payment to be made to the 
undersigned in accordance with the Offer to Purchase.                           

      The undersigned hereby directs the Depositary to issue the check for
the purchase price of the Units purchased, less the transfer fee in the amount  
of $150 to be paid to the Depositary, and return any Units not tendered or not  
purchased, in the name(s) of the undersigned to the undersigned at the address  
shown below the undersigned's signature(s).                                     

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THIS AGREEMENT IS IRREVOCABLE AND MAY NOT BE WITHDRAWN OR RESCINDED.

 SIGN HERE

. . . . . . . . . . . . . . . . . . . . . . . . . . . 
Signature of Owner or Trustee, as applicable  

. . . . . . . . . . . . . . . . . . . . . . . . . . . 
    Signature of Co-Owner or Co-Trustee, as applicable

Dated:. . . . . . . . . . . . . . . . . . . . ., 1999 

         (Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to  
become registered holder(s) by certificates and documents transmitted herewith. 
If signature is by a trustee, executor, administrator, guardian,                
attorney-in-fact, agent or officer of a corporation or other person acting in a 
fiduciary or representative capacity, please set forth full title)              

Name(s):. . . . . . . . . . . . . . . . . . . . . . . 
(Please Print)

. . . . . . . . . . . . . . . . . . . . . . . . . . . 

Capacity (full title):. . . . . . . . . . . . . . . . 

Address:. . . . . . . . . . . . . . . . . . . . . . . 

. . . . . . . . . . . . . . . . . . . . . . . . . . . 
(Include Zip Code)

Area Code and Telephone Number: . . . . . . . . . . . 

Federal Employer ID No. / Social Security No.:. . . . . .     

       Requests for assistance or additional copies of the Offer to Purchase
and this Letter of Transmittal may be obtained from the Purchaser at the address
or telephone number set forth below.                                            

Ms. Danea T. Riley
 Odd Lot Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, California 92614
BY TELEPHONE: (949) 660-1144, extension 10
BY FACSIMILE: (949) 660-0632

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------
                                       (DO NOT WRITE IN SPACES BELOW)                                              
-------------------------------------------------------------------------------------------------------------------

                                                                                                                   
Date Received______________                 Accepted By______________           Checked By______________           

-------------------------------------------------------------------------------------------------------------------

   Shares          Shares            Shares         Check      Amount            Shares        Certificate Block   
Surrendered       Tendered          Accepted         No.      of Check          Returned           No.      No.    
-----------       --------          --------         ---      --------          --------       -----------------   

                                                              Gr_________                                          
                                                              Net________                                          

-------------------------------------------------------------------------------------------------------------------

     Delivery Prepared By_____________      Checked By______________            Date________________               

-------------------------------------------------------------------------------------------------------------------

                   ODD LOT LIQUIDITY FUND, LLC

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EXHIBIT (A)(3)                                                                  

Form of Summary advertisement dated August 5, 1999                              
--------------------------------------------------                              

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THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO  
SELL UNITS. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE DATED AUGUST 5,   
1999 AND THE RELATED LETTER OF TRANSMITTAL AND IS NOT BEING MADE TO, NOR WILL   
TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF UNITS IN ANY JURISDICTION  
IN WHICH THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN          
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.                                  

Notice of Offer to Purchase for Cash
 Up to (but not more than) 25% of the Issued and Outstanding
 Units of Limited Partnership Interest
 (including all associated rights)
of each of

 FIDELITY LEASING INCOME FUND IV, L. P.,
at $15 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST;

 FIDELITY LEASING INCOME FUND VI, L. P.,
at $35 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST;

FIDELITY LEASING INCOME FUND VII, L. P.,
at $45 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST; and

 FIDELITY LEASING INCOME FUND VIII, L. P.,
 at $65 NET PER UNIT OF LIMITED PARTNERSHIP INTEREST

by

ODD LOT LIQUIDITY FUND, LLC,
a California limited liability company

ODD LOT LIQUIDITY FUND, LLC, A CALIFORNIA LIMITED LIABILITY CORPORATION (THE    
"PURCHASER"), IS OFFERING TO PURCHASE UP TO (BUT NOT MORE THAN) TWENTY-FIVE     
PERCENT (25%) OF THE ISSUED AND OUTSTANDING UNITS OF LIMITED PARTNERSHIP        
INTEREST (INCLUDING ALL ASSOCIATED RIGHTS WITH RESPECT THERETO, COLLECTIVELY THE
"UNITS") OF EACH OF THE LIMITED PARTNERSHIPS IDENTIFIED ABOVE TO WHICH THIS     
NOTICE OF OFFER TO PURCHASE RELATES (COLLECTIVELY REFERRED TO HEREIN AS THE     
"LIMITED PARTNERSHIPS") AT THE RESPECTIVE PRICES PER UNIT SET FORTH ABOVE, NET  
TO THE SELLER IN CASH, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN
THE OFFER TO PURCHASE DATED AUGUST 5, 1999 (THE "OFFER TO PURCHASE") AND IN THE 
RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE THE "OFFER").          

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW 
YORK CITY TIME, ON FRIDAY, SEPTEMBER 3, 1999, UNLESS THE OFFER IS EXTENDED.     

The Net Purchase Price per Unit set forth above does not reflect a transfer fee 
in the amount of $150 payable to the Depositary, which amount will be deducted  
from the total purchase price payment to be made to each holder of Units        
tendering Units prior to the Expiration Time in accordance with the Offer to    
Purchase.                                                                       

The purpose of the Offer is to acquire for cash up to (but not more than)       
twenty-five percent (25%) of the Units of each of the Limited Partnerships for  
investment purposes only. The Purchaser does not presently intend to gain       
majority control of any of the Limited Partnerships or to control any general   
partner or the business of any of the Limited Partnerships.                     

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED 
BY THE EXPIRATION TIME (AS DEFINED IN THE OFFER TO PURCHASE) AND NOT WITHDRAWN A
NUMBER OF UNITS WHICH REPRESENTS, WITH RESPECT TO EACH LIMITED PARTNERSHIP, AT  
LEAST ONE PERCENT (1%) OF THE TOTAL NUMBER OF ISSUED AND OUTSTANDING UNITS OF   
SUCH LIMITED PARTNERSHIP (THE "MINIMUM CONDITION").                             

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If, with respect to any of the Limited Partnerships, a number of Units are      
deposited that exceeds twenty-five percent (25%) of the issued and outstanding  
Units of such Limited Partnership, the Units so deposited shall be taken up and 
paid for on a PRO RATA basis as nearly as may be done, disregarding fractions,  
according to the number of Units deposited by each holder tendering Units during
the period of time for which the Offer is open (the "Proration Period"). If any 
tendered Units are not purchased pursuant to the Offer for any reason, or if    
Units are submitted for more than twenty-five percent (25%) of the total number 
of issued and outstanding Units of any Limited Partnership, such Units will be  
returned without expense to the tendered Unit holder, as promptly as practicable
following the expiration or termination of the Offer.                           

The Offer is subject to certain conditions set forth in the Offer to Purchase.  
If any such condition is not satisfied, the Purchaser may (i) terminate the     
Offer and return all tendered Units to tendering Unit holders, (ii) extend the  
Offer and, subject to withdrawal rights as set forth below, retain all such     
Units until the expiration of the Offer as so extended or (iii) waive such      
condition and, subject to any requirement to extend the time during which the   
Offer is open, purchase all Units validly tendered prior to the Expiration Time 
and not withdrawn.                                                              

The Purchaser reserves the right, at any time or from time to time, to extend   
the period of time during which the Offer is open by giving oral or written     
notice of such extension to the Depositary. Any such extension will be followed 
as promptly as practicable by public announcement thereof.                      

For purposes of this Offer, the Purchaser shall be deemed to have accepted for  
payment tendered Units when, as and it the Purchaser gives oral or written      
notice to the Depositary of its acceptance of the tenders of such Units. Payment
for Units accepted for payment pursuant to the Offer will be made only after    
timely receipt by the Depositary of a properly completed and duly executed      
Letter of Transmittal (or facsimile thereof) and any other required documents.  

Tenders of Units made pursuant to the Offer may be withdrawn at any time prior  
to the Expiration Time. Thereafter, such tenders are irrevocable, except that   
they may be withdrawn after September 3, 1999, unless theretofore accepted for  
payment as provided in the Offer to Purchase. To be effective, a written,       
telegraphic or facsimile transmission notice of withdrawal must be timely       
received by the Depositary at its address set forth in the Offer to Purchase and
must specify the name of the person who tendered the Units to be withdrawn and  
the number of Units to be withdrawn. A signed notice of withdrawal must be      
submitted prior to the release of such Units. In addition, such notice must     
specify the name of the registered holder (if different from that of the        
tendering person).                                                              

The information required to be disclosed by paragraph (e)(1) of Rule 14d-6 of   
the General Rules and Regulations under the Securities Exchange Act of 1934 is  
contained in the Offer to Purchase and is incorporated herein by reference.     

THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION   
WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.     

Requests for copies of the Offer to Purchase and the related Letter of          
Transmittal and other tender offer materials may be directed to the Purchaser as
set forth below, and copies will be furnished promptly at the Purchaser's       
expense.                                                                        

 Attn.: Ms. Danea T. Riley
 Odd Lot Liquidity Fund, LLC
2699 White Road, Suite 255
Irvine, California 92614
 BY TELEPHONE: (949) 660-1144, extension 10 (Call Collect)
BY FACSIMILE: (949) 660-0632

August 5, 1999                                                                  

 7

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		4/20/01
		9/3/99		7		30
Filed on:		8/5/99		4		30			SC 14D1,  SC 14D1/A
		12/31/98		9		19			10-K
		12/31/97		14		16			10-K
		12/31/96		14		16			10-K
		12/31/95		14		16			10-K
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