UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB



[  X  ]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
     THE  SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  quarterly  period  ended  September  30,  2002

     OR

[   ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
     THE  SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  transition  period  from             to            .


     Commission  File  Number  0-16886


     SEMELE  GROUP  INC.
     -------------------
     (Name  of  Small  Business  Issuer  in  its  charter)



                DELAWARE
36-3465422
(State  or  other  jurisdiction  of
(I.R.S.  Employer  Identification  No.)
 incorporation  or  organization)


200  NYALA  FARMS,  WESTPORT,  CONNECTICUT        06880
(Address  of  principal  executive  offices)      (Zip  Code)


Issuer's  telephone  number,  including  area  code  :  (203)  341-0555


Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.  YES  X.  NO.
                                                                       ---


Shares  of  common  stock  outstanding  as  of  November  14,  2002:  2,078,718


Transitional  Small  Business  Disclosure  Format:  YES.  NO  X.
                                                            ---










<PAGE>





                                SEMELE GROUP INC.

                                   FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>



                                                                                 Page
                                                                                 ----

PART I.  FINANCIAL INFORMATION:
<S>                                                                              <C>
Item 1.  Financial Statements

  Consolidated Balance Sheets at September 30, 2002 and December 31, 2001           3

  Consolidated Statements of Operations for the Three and Nine Months
   Ended September 30, 2002 and 2001                                                4

  Consolidated Statement of Stockholders' Capital (Deficit) for the Nine Months
    Ended  September 30, 2002                                                       5

  Consolidated Statements of Cash Flows for the Nine Months
    Ended September 30, 2002 and 2001                                               6

  Notes to the Consolidated Financial Statements                                    7


Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                  22

Item 4. Controls and Procedures                                                    34


PART II.  OTHER INFORMATION:

Items 1 - 6                                                                        35

Signatures                                                                         37

</TABLE>




<PAGE>
------

ITEM  1.  FINANCIAL  STATEMENTS
          ---------------------
                                SEMELE GROUP INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>


                                                                           September 30,
                                                                               2002         December 31,
                                                                             (Unaudited)       2001
                                                                          ---------------  --------------
<S>                                                                       <C>              <C>
ASSETS
Cash and cash equivalents                                                 $   12,982,254   $  19,953,899
Restricted cash                                                                  454,614         452,370
Rents and other receivables                                                      750,563       1,183,127
Due from affiliates                                                            4,464,716       4,624,498
Equipment held for lease, net of accumulated depreciation
  of $64,378,391 and $62,491,363 at September 30, 2002 and
  December 31, 2001, respectively                                             42,562,505      53,385,432
Assets held for sale                                                           4,830,380              --
Real estate held for development and sale                                     12,997,329      11,279,856
Land                                                                           1,929,000       1,929,000
Buildings, net of accumulated depreciation of $2,150,870 and $1,884,896
  at September 30, 2002 and December 31, 2001, respectively                    9,782,127      10,048,101
Interest in affiliated companies                                              23,045,627      24,321,861
Interest in non-affiliated companies                                          14,764,266      16,471,490
Other assets                                                                   4,076,354       3,648,170
Goodwill, net of accumulated amortization of $764,762 at
   September 30, 2002 and December 31, 2001                                    8,368,826       4,590,299
                                                                          ---------------  --------------
      Total assets                                                        $  141,008,561   $ 151,888,103

LIABILITIES
Accounts payable and accrued expenses                                     $    9,299,211   $   8,811,499
Other liabilities                                                              3,190,600       3,738,042
Indebtedness                                                                  48,736,925      52,918,296
Indebtedness and other obligations to affiliates                              40,705,413      39,408,049
Deferred income taxes                                                         12,748,823       9,751,000
                                                                          ---------------  --------------
     Total liabilities                                                       114,680,972     114,626,886

Minority interests                                                            45,280,351      55,408,679

Commitments and contingencies

STOCKHOLDERS' CAPITAL (DEFICIT)
Common stock, $0.10 par value; 5,000,000 shares authorized;
  2,916,647 shares issued at September 30, 2002 and December 31, 2001            291,665         291,665
Additional paid in capital                                                   144,680,487     144,680,487
Accumulated deficit                                                         (149,691,908)   (148,886,608)
Deferred compensation, 164,279 shares at September 30, 2002
  and December 31, 2001                                                         (816,767)       (816,767)
Treasury stock at cost, 837,929 shares at September 30, 2002
   and December 31, 2001                                                     (13,416,239)    (13,416,239)
     Total stockholders' deficit                                             (18,952,762)    (18,147,462)
                                                                          ---------------  --------------

     Total liabilities, minority interests and stockholders' deficit      $  141,008,561   $ 151,888,103
                                                                          ---------------  --------------
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.




<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                For the Three Months Ended    For the Nine Months Ended
                                                        September 30,               September 30,
                                                      2002          2001          2002          2001
                                                  ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>
REVENUES

Lease revenue                                    $ 3,014,274   $ 3,669,404   $ 9,325,161   $11,385,910
Management fee income from affiliates                965,618     2,497,000     3,486,417     5,852,000
Interest income                                       65,249       180,688       265,780       757,599
Interest income from affiliates                       54,358        65,434       196,756       196,304
Loss on sale of equipment                           (288,661)         (852)     (288,661)           --
Gain on sales of equipment                           307,909            --       485,797       630,438
Equity income in affiliated companies                141,357       222,469        22,037       868,559
Equity loss in non-affiliated
  companies                                       (2,079,934)   (1,646,241)   (1,060,985)     (434,371)
Other revenue                                         99,268       256,934       489,330     1,226,382
                                                  ----------    ----------    ----------    ----------
  Total revenues                                   2,279,438     5,244,836    12,921,632    20,482,821
                                                  ----------    ----------    ----------    ----------
EXPENSES

Depreciation and amortization expense              2,165,668     2,556,242     6,647,216     7,980,683
Provision for impaired assets                             --     2,525,962     1,934,592     2,525,962
Interest on indebtedness                           1,035,295       916,482     3,392,033     3,529,857
Interest on indebtedness and other obligations-
  affiliates                                         342,545       421,148     1,395,162     1,291,625
General and administrative expenses                2,433,236     1,251,418     5,288,220     3,333,743
Fees and expenses to affiliates                      522,564       952,443     1,204,733     3,559,129
                                                  ----------    ----------    ----------    ----------
  Total expenses                                   6,499,308     8,623,695    19,861,956    22,220,999


Loss before income taxes and
  minority interest                               (4,219,870)   (3,378,859)   (6,940,324)   (1,738,178)

Provision for income taxes                           406,824       882,000       935,913     1,304,000
Elimination of consolidated subsidiaries'
  minority interests                               4,474,303       675,702     7,070,937       362,495

Net loss                                         $  (152,391)  $(3,585,157)  $  (805,300)  $(2,679,683)


Basic loss per share:
  Net loss                                       $     (0.07)  $     (1.72)  $     (0.39)  $     (1.29)
  Basic weighted average number of
    common shares outstanding                      2,078,718     2,078,718     2,078,718     2,078,718
                                                 ============  ============  ============  ============

Fully diluted loss per share:
  Net loss                                       $     (0.07)  $     (1.72)  $     (0.39)  $     (1.29)
  Diluted weighted average number of
    common shares outstanding                      2,078,718     2,078,718     2,078,718     2,078,718
                                                 ============  ============  ============  ============
</TABLE>
..




    The accompanying notes are an integral part of these consolidated financial
                                   statements.

<PAGE>
                                SEMELE GROUP INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' CAPITAL (DEFICIT)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                 Common      Additional      Accumulated       Deferred       Treasury
                                 Stock    Paid in Capital      Deficit       Compensation       Stock          Total
<S>                             <C>       <C>               <C>             <C>             <C>            <C>
 Balance at December 31, 2001   $291,665  $    144,680,487  $(148,886,608)  $    (816,767)  $(13,416,239)  $(18,147,462)

   Net loss                           --                --       (805,300)             --             --       (805,300)

 Balance at September 30, 2002  $291,665  $    144,680,487  $(149,691,908)  $    (816,767)  $(13,416,239)  $(18,952,762)
</TABLE>

























    The accompanying notes are an integral part of these consolidated financial
                                   statements.


<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                              2002          2001
                                                                          -----------  -------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                                       <C>           <C>
  Net loss                                                                $  (805,300)  $ (2,679,683)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
    Depreciation and amortization expense                                   6,647,216      7,980,683
    Provision for impaired assets                                           1,934,592      2,525,962
    Amortization of goodwill related to PLM investment programs                    --      1,845,000
    Compensation expense related to variable stock options                         --        315,000
    Loss on disposition of assets, net                                             --        104,000
    Equity income from PLM investment programs                                     --     (1,304,000)
    Loss on sale of equipment                                                 288,661             --
    Gain on sale of equipment                                                (485,797)      (630,438)
    Equity income in affiliated companies                                     (22,037)      (868,559)
    Equity income in non-affiliated companies                               1,060,985        434,371
    Elimination of consolidated subsidiaries' minority interests           (7,070,937)      (362,495)
  Changes in assets and liabilities:
    Rents and other receivables                                               432,564      1,480,819
    Other assets                                                             (617,553)     1,340,730
    Due from affiliates                                                       159,782      1,201,251
    Accounts payable and accrued expenses                                      38,948    (11,429,339)
                                                                          -----------  -------------
      Net cash provided by (used in) operating activities                   1,561,124        (46,698)

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

  Proceeds from equipment sales                                             2,897,682      1,175,269
  Proceeds from assets held for sale                                               --     10,250,000
  Purchase of equipment held for sale                                      (4,830,380)       (71,000)
  Restricted cash                                                                  --      2,154,570
  Cash distributions from interest in affiliated companies                  1,724,383      1,432,000
  Cash distributions from interest in non-affiliated companies                639,911             --
  Purchase of PLM, net of cash acquired                                    (4,362,885)   (17,385,000)
  Costs capitalized to real estate held for development or sale            (1,717,473)    (1,411,161)
                                                                          -----------  -------------
      Net cash used in investing activities                                (5,648,762)    (3,855,322)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

  Redemption of stock options                                                      --       (919,000)
  Proceeds from indebtedness                                                1,036,167      1,884,140
  Principal payments on indebtedness                                       (5,217,538)    (7,674,208)
  Indebtedness and other obligations to affiliates                          1,297,364      1,989,272
                                                                          -----------  -------------
      Net cash used in financing activities                                (2,884,007)    (4,719,796)


  Net decrease in cash and cash equivalents                                (6,971,645)    (8,621,816)
  Cash and cash equivalents at beginning of period                         19,953,899     27,830,365
  Cash and cash equivalents at end of period                              $12,982,254   $ 19,208,549
                                                                          ------------  -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest (net of capitalized interest
    of $570,000 and $674,000 for the nine months ended September 30,
    2002 and 2001, respectively)                                          $ 3,733,552   $  4,182,766
                                                                          -----------  -------------
  Cash paid during the period for taxes                                   $   657,567   $  6,245,000
                                                                          -----------  -------------
<PAGE>



</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.



                                SEMELE GROUP INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)


NOTE  1  -  BASIS  OF  PRESENTATION

The  consolidated  financial  statements  presented  herein  are  prepared  in
conformity  with  generally  accepted accounting principles and the instructions
for  preparing  Form  10-QSB under Rule 310 of  Regulation S-B of the Securities
and  Exchange  Commission  and  are  unaudited.  Rule 310 provides that footnote
disclosures  that  would  substantially  duplicate  those  contained in the most
recent  annual  report  to  shareholders  may  be omitted from interim financial
statements.  The  accompanying  consolidated  financial  statements  have  been
prepared  on  that  basis and, therefore, should be read in conjunction with the
consolidated  financial  statements  and  footnotes presented in the 2001 Annual
Report.  Except  as disclosed herein, there have been no material changes to the
information  presented  in  the  footnotes  to  the  2001  Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present  fairly Semele Group
Inc.'s  ("Semele" or the "Company") consolidated financial position at September
30, 2002 and December 31, 2001, consolidated results of operations for the three
and  nine  month  periods  ended  September  30,  2002  and  2001,  consolidated
statements of stockholders' capital for the nine months ended September 30, 2002
and consolidated statements of cashflows for the nine months ended September 30,
2002  and  2001  have  been  made  and  are  reflected.

For  accounting  purposes, the Company considers affiliates to be persons and/or
entities  that  directly,  or  indirectly  through  one  or more intermediaries,
control  or  are  controlled by, or are under the common control of or with, the
Company.  All  other  entities  are  considered  to  be  non-affiliates.

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires management to make estimates
and  assumptions  that  affect  the  reported  amounts  of  assets, liabilities,
revenues  and  expenses,  and  related  disclosures  contained  in the financial
statements.  Actual  results  could  differ  from those estimates and changes in
such  estimates  could  affect  amounts  reported in future periods and could be
material.

Cash  and  Cash  Equivalents  and  Restricted  Cash
---------------------------------------------------

The  Company considers highly liquid investments that are readily convertible to
known  amounts  of cash with original maturities of three months or less as cash
equivalents.  The  carrying  amount of cash equivalents approximates fair market
value due to the short-term nature of the investments.  The availability of cash
held by the four AFG Investment Trusts (the "AFG Trusts" or the "Trusts"), MILPI
Holdings,  LLC,  EFG Kirkwood LLC and the AFG International Limited Partnerships
to  Semele  is  subject to terms and conditions over the use and disbursement of
cash  and  other  matters  contained  in respective agreements that govern those
entities.   The  Company  has  voting control over most matters concerning these
entities,  including  the  declaration,  authorization,  and  amount  of  cash
distributions.  The  composition  of the Company's consolidated cash position is
as  follows:
<TABLE>
<CAPTION>


                                                 SEPTEMBER 30,   DECEMBER 31,
                                                     2002..          2001.
                                                 --------------  -------------
<S>                                              <C>             <C>
Semele Group Inc. and wholly-owned subsidiaries  $    1,864,698  $     479,224
EFG Kirkwood                                            640,575             --
AFG Investment Trust A                                  535,342        587,819
AFG Investment Trust B                                  897,784        899,569
AFG Investment Trust C                                  857,210      1,716,588
AFG Investment Trust D                                  198,932      1,887,691
AFG International Limited Partnerships                  565,496        346,008
MILPI Holdings, LLC                                   7,422,217     14,037,000
                                                 --------------  -------------

  Total                                          $   12,982,254  $  19,953,899
                                                 ==============  =============
</TABLE>


Restricted  cash of $454,614 at September 30, 2002 consists of bank accounts and
short-term investments that are primarily subject to withdrawal restrictions per
legally  binding  agreements.

Goodwill
--------

Goodwill  is  calculated  as the excess of the aggregate purchase price over the
fair  market  value  of  identifiable  net  assets  acquired  in accordance with
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations"  ("SFAS  No.  141").  In accordance with SFAS No. 141, the Company
allocates  the  total  purchase  price  to  the  assets acquired and liabilities
assumed  based  on the respective fair market values at the date of acquisition.

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 142,
"Goodwill  and  Other  Intangible  Assets"  ("SFAS. No. 142").  As a result, the
discontinuance of goodwill and other intangible asset amortization was effective
upon  adoption  of  SFAS  142.  SFAS  No.  142  also includes provisions for the
reclassification  of  certain  existing  recognized  intangibles  as  goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles,
reclassification of certain intangibles out of previously reported goodwill, and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS  No.  142  requires  the  Company to complete a
transitional  goodwill  impairment  test within six months from January 1, 2002,
the  date  of  adoption.  The Company completed the goodwill impairment analysis
during  the  quarter  ended June 30, 2002.  There was no impact on the Company's
financial  statements  as  a  result  of  this  analysis.

The  Company  recorded  goodwill of approximately $3,779,000 in conjunction with
the  acquisition  of  the  remaining  17% of the outstanding common stock of PLM
International,  Inc.  ("PLM")  in  February  2002  (See  Note 3).  This goodwill
included  approximately  $446,000  of total costs estimated for severance of PLM
employees  and  relocation  costs in accordance with management's formal plan to
involuntarily  terminate employees, which plan was developed in conjunction with
the  acquisition.

Impairment  OF  Long-Lived  Assets
----------------------------------

In  accordance  with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS No. 144"), the Company evaluates long-lived assets for
impairment  whenever events or circumstances indicate that the carrying bases of
such  assets  may not be recoverable.  Losses for impairment are recognized when
the undiscounted cash flows estimated to be realized from a long-lived asset are
determined  to  be less than the carrying basis of the asset.  The determination
of  net realizable value for a given investment requires several considerations,
including  but  not  limited  to,  income  expected to be earned from the asset,
estimated  sales  proceeds,  and  holding costs excluding interest (See Note 4).

Reclassification
----------------

Certain amounts shown in the 2001 financial statements have been reclassified to
confirm with 2002 presentation.  These reclassifications did not have any effect
on  total  assets,  total  liabilities,  stockholders'  equity  or  net  income.

NOTE  3  -  ACQUISITIONS

PLM  International,  Inc.
-------------------------

On  December  22,  2000,  an  affiliate  of the Company, MILPI Acquisition Corp.
("MAC"),  entered  into  an  agreement  and plan of merger to acquire PLM, a San
Francisco  based  equipment  leasing  and asset management company.  The plan of
merger  involved a tender offer by MAC to purchase all of the outstanding common
stock  of  PLM  for  cash  as  described  below.

MAC  is  a  wholly  owned  subsidiary of MILPI Holdings, LLC ("MILPI Holdings"),
which  was  formed  by  the AFG Trusts on December 22, 2000.  The AFG Trusts are
consolidated affiliates of the Company engaged in the equipment leasing and real
estate  businesses.  The  AFG  Trusts  collectively  paid  $1,200,000  for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock of MAC for an aggregate purchase price of $1,200,000 at December 31, 2000.
MAC  then  entered into a definitive agreement with PLM to acquire up to 100% of
the  outstanding common stock of PLM, for an approximate purchase price of up to
$27,000,000.  In  connection  with  the  acquisition,  on December 29, 2000, MAC
commenced  a  tender  offer  to purchase any and all of PLM's outstanding common
stock.  Pursuant  to  the  cash  tender offer, MAC acquired approximately 83% of
PLM's  common stock in February 2001 for a total purchase price of approximately
$21,800,000.  The  assets  of  PLM  included  cash  and  cash  equivalents  of
approximately $4,400,000.  The acquisition resulted in goodwill of approximately
$5,400,000.

On  February  6,  2002,  MAC  completed  its  acquisition  of  PLM  through  the
acquisition  of  the  remaining  17%  of the outstanding PLM common stock and by
effecting a merger of MAC into PLM, with PLM as the surviving entity. The merger
was  completed  when MAC obtained approval of the merger from PLM's shareholders
pursuant  to  a  special  shareholders'  meeting.  The  remaining  interest  was
purchased  for  approximately  $4,363,000,  resulting  in additional goodwill of
approximately  $3,779,000.  Concurrent  with  the  completion of the merger, PLM
ceased  to  be  publicly  traded.

The  following pro forma consolidated results of operations for the period ended
September  30,  2001  assumes  the  February 2002 PLM acquisition occurred as of
January 1, 2001.  Because the remaining PLM interest was acquired in February of
2002  and consequently PLM operating results were included from February 6, 2002
through  September  30,  2002, pro forma information for 2002 was not considered
necessary.
<TABLE>
<CAPTION>
                                    FOR THE THREE MONTHS     FOR THE NINE MONTHS
                                              ENDED                 ENDED
                                      SEPTEMBER 30, 2001    SEPTEMBER 30, 2001
<S>                                  <C>                   <C>
Total revenues                       $         5,352,191   $        20,804,886
Net loss from continuing operations           (3,271,504)           (1,416,113)
Net loss                                      (3,477,802)           (2,357,618)

Per share information:
Net loss from continuing operations  $            ( 1.57)  $             (0.68)
Net loss                             $             (1.67)  $             (1.13)
</TABLE>



These  amounts  include PLM's actual results for the nine months ended September
30,  2001  adjusted  for  various  purchase  accounting  adjustments,  including
elimination  of  minority  interest.  The  amounts  are  based  upon  certain
assumptions  and  estimates, and do not reflect any benefit from economies which
might  be  achieved  from  combined  operations.  The  pro  forma results do not
necessarily  represent  results which would have occurred if the acquisition had
taken  place  on the basis assumed above, nor are they indicative of the results
of  future  combined  operations.

The  Company  adopted SFAS No. 142 on January 1, 2002.  The amortization expense
and net income for the nine months ended 2002 and 2001 are summarized as follow:

<TABLE>
<CAPTION>

                                                       FOR THE NINE MONTHS    FOR THE NINE MONTHS
                                                       SEPTEMBER 30, 2002     SEPTEMBER 30, 2001
                                                      ---------------------  ---------------------
<S>                                                   <C>                    <C>
Reported net loss                                     $           (805,300)  $         (2,679,683)
Add back: goodwill amortization- MILPI Holdings, LLC                    --                556,191
                                                      ---------------------  ---------------------
Adjusted net loss                                     $           (805,300)  $         (2,123,492)
                                                      ---------------------  ---------------------

Basic and fully diluted earnings per share:
  Reported net loss                                   $              (0.39)  $              (1.29)
  Goodwill amortization                                                 --                   0.27
                                                      ---------------------  ---------------------
  Adjusted net loss                                   $              (0.39)  $              (1.02)
                                                      ---------------------  ---------------------
</TABLE>


The  changes  in  the  carrying  amount  of  goodwill  for the nine months ended
September  30,  2002  are  as  follows:
<TABLE>
<CAPTION>


<S>                                      <C>
Balance as of January 1, 2002            $4,590,299
Add:  Goodwill acquired during the year   3,778,527
                                        -----------
Balance at September 30, 2002            $8,368,826
</TABLE>


NOTE  4  -  EQUIPMENT  HELD  FOR  LEASE

The following is a summary of all equipment in which the Company has an interest
at  September  30,  2002.  Substantially  all  of  the equipment is leased under
triple  net  lease  agreements  meaning  that  the  lessees  are responsible for
maintaining,  insuring  and operating the equipment in accordance with the terms
of  the  respective  lease  agreements.  Remaining  lease term (months), as used
below,  represents  the  number of months remaining under contracted lease terms
and  is  presented as a range when more than one lease agreement is contained in
the  stated  equipment  category.  A Remaining Lease Term equal to zero reflects
equipment  either  held for sale or re-lease or being leased on a month-to-month
basis.
<TABLE>
<CAPTION>


..                                             Remaining
..                                            Lease Term     Equipment
 Equipment Type                               (Months)        Cost
------------------------------------------  -------------  -----------
<S>                                         <C>            <C>

Aircraft                                            3-36   $79,628,529
Manufacturing                                       0-11     8,898,851
Locomotives                                            0     8,312,342
Materials handling                                  0-13     5,364,562
Computers and peripherals                           0-08     3,000,433
Construction and mining                              0-3     1,296,088
Miscellaneous                                       0-10       440,091
                                                           -----------
Total equipment cost                                       106,940,896
Accumulated depreciation                                   (64,378,391)
                                                          -------------
Equipment, net of accumulated depreciation                $ 42,562,505
                                                          =============
</TABLE>


The  equipment  is  owned  by  the Company's consolidated affiliates as follows:
<TABLE>
<CAPTION>

<S>                        <C>
   AFG Investment Trust A  $  2,243,719
   AFG Investment Trust B     2,968,601
   AFG Investment Trust C    45,753,998
   AFG Investment Trust D    55,936,843
 MILPI Holdings, LLC             37,735
                           ------------
     Total                 $106,940,896
                           ============
</TABLE>


The  preceding  summary  of  equipment  includes  leveraged  equipment having an
original  cost  of approximately $80,903,000 and a net book value of $39,226,000
at September 30, 2002.  Indebtedness associated with the equipment is summarized
in Note 11.  Indebtedness on leveraged equipment will be amortized by the rental
streams  derived  from  the  corresponding  lease  contracts,  and  balloon debt
obligations  that  will  not  be  amortized  by  scheduled lease payments.  Such
obligations may result in future refinancings to extend the repayment periods or
the  sale  of  the  associated  assets  to  retire  the  indebtedness.

In  April 2002, AFG Investment Trust D ("Trust D") executed an agreement with an
existing  lessee,  Emery  Worldwide ("Emery"), to early terminate the lease of a
McDonnell  Douglas  DC-8-73  aircraft  that had been scheduled to expire in July
2002.  Subsequent to the termination of the lease, the aircraft was re-leased to
Cygnus  Air,  S.A. ("Cygnus") for term of thirty months beginning July 2002.  In
conjunction  with  the  new  lease,  Trust  D  amended  its  debt  agreement
collateralized  by  the  aircraft and assigned the lease payments to the lender.
Trust  D  received  additional  debt proceeds of approximately $316,000. Trust D
used  these debt proceeds and a portion of other receipts to perform repairs and
maintenance  on  the  aircraft  totaling  $773,000 which was expensed during the
three  months  ended  September  30,  2002.

Future  minimum  rental  payments  due  in  connection  with  all  equipment are
scheduled  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>
For the year ending Sept. 30, 2003  $ 9,841,195
                              2004    2,543,249
                              2005      728,576
                                      ---------

Total                               $13,113,020
                                    ===========
</TABLE>


At  September  30,  2002, the cost and net book value of equipment off-lease was
approximately $13,952,000. and $2,095,000 respectively.  The Managing Trustee of
the  Trusts  is  actively  seeking  the sale or re-lease of all equipment not on
lease.  In addition, the equipment summary above includes equipment being leased
on  a  month-to-month  basis.

The Company accounts for impairment of long-lived assets in accordance with SFAS
No.  144, "Accounting for the Impairment or Disposal of Long Lived Assets" which
was  issued  in  August  2001.  SFAS  No. 144 requires that long lived assets be
reviewed  for  impairment  whenever  events or changes in circumstances indicate
that  the  net book value of the assets may not be recoverable from undiscounted
future  cash  flows. The Trusts recorded a write-down of equipment, representing
impairment to the carrying value of the Trust's interests in a McDonnell Douglas
MD-87  aircraft. The resulting charge of $1,935,000 was based on a comparison of
estimated  fair  value  and  carrying  value of the AFG Trusts' interests in the
aircraft.  The  estimate  of  the  fair  value  was  based on a current offer to
purchase  the  aircraft  and  the  assessment by the management of the Trusts of
prevailing  market  conditions  for  similar aircraft.  Aircraft condition, age,
passenger  capacity,  distance  capability,  fuel  efficiency, and other factors
influence  market  demand  and  market  values  for passenger jet aircraft.  The
events  of  September  11,  2001,  along  with  the  change  in general economic
conditions  in  the United States, have continued to adversely affect the market
demand  for  both  new  and  used commercial aircraft and weakened the financial
position  of  several  airlines.

NOTE  5-  REAL  ESTATE  HELD  FOR  DEVELOPMENT  AND  SALE

The  Company  owns  274  acres  of  undeveloped land north of Malibu, California
called  Rancho  Malibu.  Approximately  40  acres  of  the property is zoned for
development  of  a  46-unit  residential community.  The remainder is divided as
follows:  (i) 167 acres are dedicated to a public agency, (ii) 47 acres are deed
restricted  within  privately-owned  lots,  and  (iii) 20 acres are preserved as
private  open  space.  During  the  nine  months  ended  September 30, 2002, the
Company capitalized $1,717,000 of costs, including $570,000 for interest related
to  this  asset.  During  the  nine months ended September 30, 2001, the Company
capitalized $1,411,000 of costs, including $674,000 for interest related to this
asset.

At  September  30,  2001,  the  Company  recorded an impairment of $2,526,000 in
connection  with  the  Malibu  property  that reduced the carrying value of this
asset  to  $10,274,000.  The  amount  of  the  write-down  is  equivalent to the
difference  between  estimated  future discounted cash flows of the property and
its  unadjusted  carrying  value.  Estimated  future  cash  flows  were based on
management's current development plans and assessment of the current real estate
market.  Actual  values  could  differ  from  management's  estimates.

NOTE  6  -  ASSETS  HELD  FOR  SALE

In  May  2002  ,  MILPI  and  its  affiliates entered into an  agreement for the
purchase or lease of 1,050 pressure tank cars over the next three years, with at
least  350  pressure tank cars to be purchased or leased per year. MILPI and its
affiliates  have  the  ability to select any type or model of pressure tank car.
The  purchase  price and the applicable 10 year lease rates per type of pressure
tank  car  are defined in the agreement. For pressure tank cars that are leased,
MILPI  and  its affiliates have the option to purchase the pressure tank cars at
fair  market  value at lease maturity. Per the terms of the agreement, MILPI and
its  affiliates  agree  to purchase at least 30% of the total number of pressure
tank  cars  with the greatest per unit cost, the total purchase commitment would
be  approximately  $79,000,000.  As  of  September  30, 2002, MILPI Holdings had
purchased  $4,830,000  which  is  available for sale to its affiliated programs.

NOTE  7  -  LAND  AND  BUILDINGS

The  Company has ownership interests in two commercial buildings that are leased
to  a  major  university.  The  buildings  are  used  in  connection  with  the
university's  international  education  programs  and include both classroom and
dormitory  space.
As  of  September 30,2002 and December 31, 2001, land and buildings consisted of
the  following:
<TABLE>
<CAPTION>

<S>                                       <C>              <C>
Buildings                                 September 30,    December 31,
                                                2002            2001
----------------------------------------  ---------------  --------------
Washington, D.C.                          $    4,954,739   $   4,954,740
Sydney, Australia                              6,978,258       6,978,257
                                          ---------------  --------------
  Total cost                                  11,932,997      11,932,997
                Accumulated depreciation      (2,150,870)     (1,884,896)
                                          ---------------  --------------

  Buildings, net                          $    9,782,127   $  10,048,101
                                          ===============  ==============


Land                                      September 30,    December 31,
                                              2002            2001
----------------------------------------  ---------------  --------------
Washington, D.C.                          $    1,729,000   $   1,729,000
Sydney, Australia                                200,000         200,000
                                          ---------------  --------------

  Land, total                             $    1,929,000   $   1,929,000
                                          ===============  ==============
</TABLE>






Indebtedness  associated  with  the land and buildings is summarized in Note 11.
Future  minimum rental payments in connection with the leases for both buildings
are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>        <C>
For the year ending September 30,       2003  $  877,504
..                                       2004     786,504
..                                       2005     786,504
..                                       2006     879,123
..                                       2007     942,396
            Thereafter.                        2,572,097
                                               ---------
Total                                         $6,844,128
                                              ==========
</TABLE>



NOTE  8  -  INTERESTS  IN  AFFILIATED  COMPANIES

The Company has equity interests in the following affiliates as of September 30,
2002  and  December  31,  2001:
<TABLE>
<CAPTION>

<S>                                                 <C>             <C>
                                                    SEPTEMBER 30,   DECEMBER 31,
                                                         2002           2001
                                                    --------------  -------------

Equity Interests in AFG International Partnerships  $    2,582,159  $   3,373,933
Equity Interest in Equipment Growth Funds               20,463,468     20,947,928
                                                    --------------  -------------

Total                                               $   23,045,627  $  24,321,861
                                                    ==============  =============
</TABLE>


Equity  Interests  in  Partnerships
-----------------------------------

In  1998,  the  Company  acquired  Ariston  Corporation ("Ariston") which had an
ownership interest in 11 limited partnerships engaged primarily in the equipment
leasing  business.  In  addition  to  the  partnership interests, Ariston has an
interest  in  each  of  the  AFG  Trusts  which  is eliminated in consolidation.
Ariston's  percentage  ownership  for  each interest varies from less than 1% to
16%.  The  partnerships  are  controlled  by  Equis  Financial  Group  Limited
Partnership,  ("EFG"),  an affiliated entity controlled by Gary D. Engle.  Total
equity income and loss recognized was $271,000 and $191,000, respectively during
the  three and nine months ended September 30, 2002 as compared to equity income
of  approximately  $222,000  and  $869,000  recognized during the three and nine
months ended September 30, 2001.  During 2002, the Partnerships adopted a formal
plan  of liquidation and paid an initial distribution to its investors.  For the
three  and  nine  months  ended September 30, 2002, Ariston received $600,000 in
distributions  from  the  Partnerships.  No  distributions  were paid during the
three  and  nine  months  ended  September  30,  2001.

Equity  Interests  in  Equipment  Growth  Funds
-----------------------------------------------

As  compensation for organizing various partnership investment programs, PLM was
granted  an interest (between 1% and 15%) in the earnings and cash distributions
of  the  individual  programs,  in which PLM Financial Services, Inc. ("FSI"), a
wholly-owned  subsidiary of PLM, is the General Partner or Manager.  PLM records
as  a  partnership  interest  its  equity  interest  in  the  earnings  of  the
partnerships,  after  adjusting  such  earnings to reflect the effect of special
allocations  of  the  program's  gross  income  allowed  under  the  respective
partnership  agreements.

FSI  is the manager of 10 investment programs ("EGF Programs"). Distributions of
the programs are allocated as follows: 99% to the limited partners and 1% to the
General  Partner  in  PLM Equipment Growth Fund ("EGF") I and PLM Passive Income
Investors  1988-II; 95% to the limited partners and 5% to the General Partner in
EGF's  II,  III,  IV,  V,  VI,  and PLM Equipment Growth & Income Fund VII ("EGF
VII");  and  85%  to  the  members  and 15% to the manager in Professional Lease
Management  Income  Fund  I,  LLC  ("Fund  1").  PLM's  interest  in  the  cash
distributions  of  Fund I will increase to 25% after the investors have received
distributions  equal  to  their invested capital. Net income is allocated to the
General  Partner  subject  to certain allocation provisions.  FSI is entitled to
reimbursement  from  the  equipment  growth  funds  for  providing  certain
administrative  services.  During  the three and nine months ended September 30,
2002,  the  Company recorded $130,000 and $213,000 of equity loss and income and
received  distributions  of  $211,000  and  $1,114,000  from  the  EGF Programs,
respectively.

While  none  of  the  partners  or  members,  including  the General Partner and
Manager,  are  liable  for  program borrowings, and while the General Partner or
Manager  maintains  insurance  against  liability  for bodily injury, death, and
property  damage  for  which  an  investment  program may be liable, the General
Partner  or  Manager  may  be contingently liable for nondebt claims against the
program  that  exceed  asset  values.

Summarized  Financial Information for Equity Interests in Equipment Growth Funds
--------------------------------------------------------------------------------

The  Company  recorded  income  and  loss  from  its  equity interest in the EGF
Programs  based  upon its ownership of common stock in PLM during the respective
periods (see Note 3).  The summarized combined financial information for the EFG
Programs  for the three and nine months ending September 30, 2002 and 2001 is as
follows:
<TABLE>
<CAPTION>
                FOR THE THREE         FOR THE THREE         FOR THE NINE          FOR THE NINE
                MONTHS ENDED          MONTHS ENDED          MONTHS ENDED          MONTHS ENDED
                SEPTEMBER 30, 2002    SEPTEMBER 30, 2001    SEPTEMBER 30, 2002    SEPTEMBER 30, 2001
                --------------------  --------------------  --------------------  --------------------
<S>             <C>                   <C>                   <C>                   <C>
Total revenues  $        17,180,000   $        19,673,000   $        55,010,000   $        70,646,000
Total expenses          (18,374,000)          (18,161,000)          (50,247,000)          (52,023,000)
                --------------------  --------------------  --------------------  --------------------
Net income      $        (1,194,000)  $         1,512,000   $         4,763,000   $        18,623,000
                --------------------  --------------------  --------------------  --------------------


</TABLE>


NOTE  9  -  INTERESTS  IN  NON-AFFILIATED  COMPANIES

The Company has equity interests in the following non-affiliated companies as of
September  30,  2002  and  December  31,  2001:
<TABLE>
<CAPTION>


                                                            SEPTEMBER 30,   DECEMBER 31,
                                                                 2002           2001
                                                            --------------  -------------
<S>                                                         <C>             <C>

Interest in Mountain Resort Holdings, LLC                   $    6,648,535  $   7,327,997
Interest in EFG/Kettle Development LLC                           7,472,830      7,740,101
Interest in other                                                  618,558        626,387

Advances to and interest in Mountain Springs   Resort, LLC          24,343        777,005
                                                            --------------  -------------

Total                                                       $   14,764,266  $  16,471,490
                                                            ==============  =============
</TABLE>



Mountain  Resort Holdings, LLC and Mountain Springs Resort, LLC - Winter Resorts
--------------------------------------------------------------------------------

The  Company,  through  its  ownership of EFG Kirkwood LLC ("EFG Kirkwood"), has
equity  interests  in Mountain Resort Holdings, LLC and Mountain Springs Resort,
LLC.  The  Company's  ownership  interest  in  Mountain  Resort  Holdings,  LLC
("Mountain Resort") and Mountain Springs Resort, LLC ("Mountain Springs") had an
original  cost  of  approximately  $7,300,000  and  $3,400,000,  respectively,
including acquisition fees of $64,865 and $34,000, respectively, paid to EFG, an
affiliated  company,  by the AFG Trusts.  Mountain Resort is primarily a ski and
mountain recreation resort located in California.  Mountain Springs has majority
ownership  in DCS/Purgatory LLC ("Purgatory"), a ski resort located in Colorado.
The  Company's  ownership  interests in Mountain Resort and Mountain Springs are
accounted  for  using  the  equity  method.  The  Company  recorded  a  loss  of
approximately  $2,001,000  and  $794,000,  respectively,  for the three and nine
months  ended  September 30, 2002 compared to a loss and income of approximately
$1,620,000  and  $597,000,  respectively,  for  the  three and nine months ended
September  20,  2001, from its interest in Mountain Resort and Mountain Springs.
The  Company  also  received  a  preferred  stock  distribution of approximately
$640,000  from  Mountain  Resort  Holdings,  LLC  during  the  nine months ended
September  30,  2002.  During  the  nine  months  ended  September 30, 2002, EFG
Kirkwood recorded additional equity income of $106,700 related to the difference
between  the  purchase  price and the fair value of EFG Kirkwood's investment in
Mountain  Resort.

On  August  1, 2001, EFG Kirkwood entered into a guarantee agreement whereby EFG
Kirkwood  guarantees  the  payment  obligations under a revolving line of credit
between  Purgatory  and a third party lender.  The amount of the guarantee shall
consist of the outstanding balance of the line of credit which cannot exceed the
principal  balance  of  $3,500,000.  As  of September 30, 2002, Purgatory had an
outstanding  balance  of  approximately  $2,858,000  on  the  line  of  credit.

The  table  below  provides  comparative  summarized  financial  information for
Mountain Resort and the Purgatory ski resort for the three and nine months ended
September  30,  2002 and 2001.  Mountain Resort and Purgatory have an April 30th
fiscal  year  end.  The operating results shown below have been conformed to the
three  and  nine  months  ended  September  30,  2002  and  2001.
<TABLE>
<CAPTION>



                        For the Three    For the Three    For the Nine     For the Nine
                        Months Ended     Months Ended     Months Ended     Months Ended
                        September 30,    September 30,    September 30,    September 30,
                             2002             2001             2002             2001
                        ---------------  ---------------  ---------------  ---------------
<S>                     <C>              <C>              <C>              <C>
Mountain Resort
----------------------
     Total revenues     $    2,081,696   $    1,843,196   $   22,557,778   $   22,412,384
     Total expenses         (4,583,163)      (4,395,043)     (21,147,362)     (21,793,819)
                        ---------------  ---------------  ---------------  ---------------
     Net income (loss)  $   (2,501,467)  $   (2,551,847)  $    1,410,416   $      618,565
                        ---------------  ---------------  ---------------  ---------------
Mountain Springs
----------------------
     Total revenues     $    1,166,268   $      868,486   $   11,048,152   $   12,014,674
     Total expenses          3,271,373        2,966,166       12,555,719       11,542,289
                        ---------------  ---------------  ---------------  ---------------
     Net income (loss)  $   (2,105,105)  $   (2,097,680)  $   (1,507,567)  $      472,385
                        ---------------  ---------------  ---------------  ---------------
</TABLE>


















Interest  in  EFG/Kettle  Development  LLC-  Residential  Community
-------------------------------------------------------------------

On  June  1,  1999,  the  Company  and  two  of the AFG Trusts formed EFG/Kettle
Development LLC ("Kettle Valley"), a Delaware limited liability company.  Kettle
Valley  was  formed  for  the  purpose  of  acquiring a 49.9% indirect ownership
interest  in  a  real  estate  development project in Kelowna, British Columbia,
Canada.  The  real estate development, which is being developed by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  under  development.  Kettle  Valley owns a 49.9% interest in a company
which,  through  two wholly-owned subsidiaries, owns a 99.9% interest in KVD LP.
The  development  is zoned for 1,120 residential units in addition to commercial
space.  To  date,  123  residential  units  have  been constructed and sold .  A
subsidiary of the Company is the sole general partner of KVD LP. An unaffiliated
third  party has retained the remaining 50.1% indirect ownership interest in the
development.

The  Company  accounts  for  its  ownership  interest in Kettle Valley using the
equity  method  of accounting.  During the three and nine months ended September
30,  2002,  the  Company  recorded  equity  loss  of  approximately  $79,000 and
$267,000,  respectively.  During  the  three and nine months ended September 30,
2001,  the  Company  recorded  equity  losses  of  approximately  $27,000  and
$1,032,000,  respectively.

The  table  below  provides comparative summarized financial information for KVD
LP.  KVD  LP  has a January 31 fiscal year end and the Company has a December 31
fiscal  year  end.  The  operating  results  of  KVD  LP  shown  below have been
conformed  for  the  nine  months  ended  September  30,  2002  and  2001.
<TABLE>
<CAPTION>


                 Three Months     Three Months      Nine Months      Nine Months
                     Ended            Ended            Ended            Ended
                 September 30,    September 30,    September 30,    September 30,
                     2002             2001             2002             2001
                ---------------  ---------------  ---------------  ---------------
<S>             <C>              <C>              <C>              <C>
Total revenues  $    1,004,247   $      766,593   $    2,291,218   $    1,951,907
Total expenses      (1,162,948)     (   798,006)      (2,662,128)      (2,746,612)
                ---------------  ---------------  ---------------  ---------------
Net loss        $     (158,701)  $      (31,413)  $     (370,910)  $     (794,705)
                ===============  ===============  ===============  ===============
</TABLE>



For  the  nine  months ended September 30, 2002, in addition to its share of the
loss  of  KVD  LP,  the Company's net loss from Kettle Valley includes a loss of
$84,000  reflecting  the  Company's share of the operating results of one of the
company's  wholly-owned  subsidiaries.

NOTE  10  -  OTHER  ASSETS

At  September  30,  2002  and  December  31, 2001, other assets consisted of the
following:
<TABLE>
<CAPTION>

                                                 SEPTEMBER 30,   DECEMBER 31,
                                                      2002           2001
                                                 --------------  -------------
<S>                                              <C>             <C>

Cash surrender value of life insurance policies  $    2,638,246  $   2,343,000
Deposits                                                673,762        673,762
Deferred financing costs, net                           374,402        391,685
Other                                                   319,228        239,723
Prepaid insurance                                        70,716             --
                                                 --------------  -------------
  Total                                          $    4,076,354  $   3,648,170
                                                 --------------  -------------


</TABLE>


The  Company has capitalized certain costs incurred in connection with long-term
financings  and lease contracts.  These costs are amortized over the life of the
respective  agreement  on a straight-line basis.  Amortization expense resulting
from  deferred  financing  and  leasing  costs  was  approximately  $104,000 and
$196,000  for the three and nine months ended September 30, 2002.  In July 2002,
Trust  D  amended its debt collateralized by the aircraft and assigned the lease
payments  to  the  lender.  The  trust  capitalized $179,000 associated with the
amendment  during  the  three  months  ended  September  30,  2002.

PLM  has  life insurance policies on former employees which had a $2,638,000 and
$2,343,000  cash surrender value as of September 30, 2002 and December 31, 2001,
respectively.

NOTE  11  -  NOTES  PAYABLE  TO  THIRD  PARTIES

At  September  30, 2002, the Company had aggregate indebtedness to third parties
of  approximately  $48,737,000,  including  two  note  obligations  totaling
approximately $5,179,000 associated with the Company's two commercial buildings.
One  loan,  with  a balance of approximately $4,909,000, matures on June 1, 2010
and  carries  a  fixed  annual interest rate of 7.86% and the other loan, with a
balance  of $270,000, matures on December 31, 2002 and carries a variable annual
interest  rate  equal  to  prime plus 1.50% (5.675% at September 30, 2002).  The
remainder  of  the  Company's  indebtedness  to  third  parties  is non-recourse
installment  debt  pertaining to equipment held on operating leases.  Generally,
this  debt is secured by the equipment and will be amortized over the lease term
with  the  corresponding  lease  payments  and  the  residual  interest  of  the
corresponding  assets.   Interest rates on equipment debt obligations range from
7.93%  to  9.176%  at  September  30,  2002.

PLM  has  a  $10,000,000  warehouse facility, which is shared with PLM Equipment
Growth  Fund VI, PLM Equipment Growth & Income Fund VII, and Fund I, that allows
PLM  to  purchase  equipment  prior  to  its  designation to a specific program.
Borrowings under this facility by the other eligible borrowers reduce the amount
available  to  be  borrowed  by  PLM.  All  borrowings  under  this facility are
guaranteed  by PLM.  This facility provides for financing up to 100% of the cost
of  the asset.  Interest accrues at prime or LIBOR plus 200 basis points, at the
option of PLM. Borrowings under this facility may be outstanding up to 270 days.
In  July  2002,  PLM  reached  an  agreement with the lenders of the $10,000,000
warehouse  facility  to  extend  the  expiration  date  to  June  30, 2003.  All
borrowings must be repaid upon the expiration of this facility.  As of September
30,  2002,  PLM had no borrowings outstanding under this facility and there were
no  borrowings  outstanding  under this facility by any other eligible borrower.










The  annual  maturities  of  the  Company's  indebtedness  to  third  parties is
summarized  below:
<TABLE>
<CAPTION>


                                              BUILDINGS    EQUIPMENT      TOTAL
                                              ----------  -----------  -----------
<S>                                <C>        <C>         <C>          <C>
For the year ending September 30,       2003  $  608,265  $ 5,823,787  $ 6,432,052
..                                       2004     337,038   33,945,666   34,282,704
                                        2005     300,409    1,653,449    1,953,858
..                                       2006     258,331    2,135,294    2,393,625
                                        2007     205,657           --      205,657
Thereafter                                     3,469,029           --    3,469,029
                                                ---------  ----------  -----------

Total                                         $5,178,729  $43,558,196  $48,736,925
                                              ==========  ===========  ===========
</TABLE>



The  Company's  indebtedness  to  third  parties  is divided among the Company's
consolidated  affiliates  as  follows:
<TABLE>
<CAPTION>

<S>                                     <C>
AFG Investment Trust A                  $   336,772
AFG Investment Trust B                      336,772
AFG Investment Trust C                   19,263,086
AFG Investment Trust D                   23,621,566
Ariston                                   4,909,230
AFG International Limited Partnerships      269,499
                                        -----------

  Total                                 $48,736,925
                                        ===========

</TABLE>


In April 2002, Trust D executed an agreement with the existing lessee, Emery, to
early terminate the lease of a McDonnell Douglas DC-8-73 aircraft that  had been
scheduled  to  expire  in July 2002. Subsequent to the termination of the lease,
the  aircraft was re-leased to Cygnus for a term of thirty months beginning July
2002.  In  conjunction  with the new lease, the Trust amended its debt agreement
collateralized  by  the  aircraft  and assigned the Cygnus lease payments to the
lender.  The  trust received additional debt proceeds of approximately $316,000.
The  trust used these debt proceeds and a portion of certain other receipts from
Emery  to  perform repairs and maintenance on the aircraft.  In conjunction with
the  refinancing,  the  trust  was  required to pay approximately $485,000 for a
breakage fee on the amended debt and other lender-related legal costs, which was
expensed  by  the  trust  in  June  2002.

 In  April  2002,  the  Financial  Accounting  Standards  Board  ("FASB") issued
Statement  of  Financial  Accounting  Standards ("SFAS") No. 145, "Rescission of
FASB  Statements  No.  4,  44,  and  64, Amendment of FASB No. 13, and Technical
Corrections.  As  permitted  by the pronouncement, the Company has elected early
adoption  of  SFAS  No. 145 as of January 1, 2002, and, accordingly, the loss on
extinguishment  of long-term debt in January 2002 has been reported in operating
expenses  in  the  Company's  June  30,  2002  Statement  of  Operations.



NOTE  12  -  CONTINGENT  LIABILITIES

In  March  2001, the Internal Revenue Service ("IRS") notified PLM that it would
conduct  an  audit of certain Forms 1042, Annual Withholding Tax Return for U.S.
Source  Income  of  Foreign Persons.  The audit related to payments to unrelated
foreign  entities  made by two partnerships in which PLM formerly held interests
as the 100% direct and indirect owner.  One partnership's audit related to Forms
1042  for  the  years  1997,  1998 and 1999, while the other partnership's audit
related  to  Forms 1042 for the years 1998 and 1999.  In September 2002, the IRS
notified  PLM  that  they  have  completed  their examination of the related tax
returns  and  that  they  have  assessed  no  changes  to  the  reported  taxes.

The staff of the SEC has informed the managing trustee of the AFG Trusts that it
believes  the  AFG  Trusts  may  be unregistered investment companies within the
meaning  of  the  Investment  Company  Act of 1940 (the "Act"). The AFG managing
trustee is engaged in discussions with the staff regarding this matter.  The AFG
Trusts, after consulting with counsel, do not believe that they are unregistered
investment  companies.  However,  it  is  possible  that the AFG Trusts may have
unintentionally  engaged  in  an activity or activities that may be construed to
fall  within  the  scope  of the Act.  Although the AFG Trusts, after consulting
with  counsel, do not believe they are unregistered investment companies, two of
the  Trusts agreed to liquidate their assets in order to resolve the matter with
the staff.  Accordingly, as of December 6, 2001, the managing trustee of the AFG
Trusts  resolved  to  cause AFG Investment Trust A and AFG Investment Trust B to
dispose  of  their  assets prior to December 31, 2003.  Upon consummation of the
sale  of  their  assets, these Trusts will be dissolved and the proceeds thereof
will  be  applied  and  distributed  in accordance with the terms of their Trust
Agreements.  If  necessary,  AFG  Investment  Trust C and AFG Investment Trust D
intend  to  avoid  being  deemed  investment companies by means that may include
disposing  or  acquiring certain assets that they might not otherwise dispose or
acquire.

NOTE  13  -  RELATED  PARTY  TRANSACTIONS

Administrative  Services
------------------------

A  number  of Semele Group Inc.'s administrative functions are performed by EFG,
pursuant  to  the  terms  of  a  services  agreement  dated May 7, 1997.  EFG is
controlled by Gary D. Engle, the Company's Chairman and Chief Executive Officer.
Administrative  expenses consist primarily of professional and clerical salaries
and  certain rental expenses for which EFG is reimbursed at actual cost.  Semele
Group  Inc.  incurred  total administrative costs of $52,000 and $118,000 during
the  three and nine months ended September 30, 2002, respectively as compared to
total  administrative  costs  of  $43,000 and $118,000 during the three and nine
months  ended  September  30  2001,  respectively.

EFG  also  provides asset management and other services to the AFG Trusts and is
compensated  for  those  services  based  upon  the  nature  of  the  underlying
transactions.  For management services, EFG is paid a management fee equal to 5%
of  lease  revenues earned from operating leases and 2% of lease revenues earned
from  full-payout  leases.  Operating  expenses  incurred by the Company and its
subsidiaries  that  were  paid to EFG during the nine months ended September 30,
2002  and  2001:

<TABLE>
<CAPTION>

<S>                                     <C>             <C>
                                        Nine Months     Nine Months
                                        Ended           Ended
                                        September 30,   September 30,
                                             2002            2001
                                        --------------  --------------

Administrative charges                  $      701,484  $      397,017
Equipment management fees                      385,740         354,216
Reimbursable operating expenses due to
  third parties                                117,509       2,807,896
                                        --------------  --------------

Total                                   $    1,204,733  $    3,559,129
                                        ==============  ==============
</TABLE>



The  AFG  Trusts  are  limited-life  entities  having  the  following  scheduled
dissolution  dates:

AFG  Investment  Trust  A  -  December  31,  2003  (*)
AFG  Investment  Trust  B  -  December  31,  2003  (*)
AFG  Investment  Trust  C  -  December  31,  2004
AFG  Investment  Trust  D  -  December  31,  2006

(*)  In  December  2001,  each  of the Trusts filed a Current Report on Form 8-K
with  the  SEC,  stating that the managing trustee of the Trusts had resolved to
cause  the  Trust  to  dispose  of  its assets prior to December 31, 2003.  Upon
consummation  of  the  sale  of its assets, the Trusts will be dissolved and the
proceeds thereof will be applied and distributed in accordance with the terms of
the  Trusts'  operating  agreements.  Reasonable reserves may be withheld to pay
for  the  liabilities  of  the  Trusts.

Acquisition  of  Equis  II  Corporation  and  Related  Financing
----------------------------------------------------------------

During  the fourth quarter of 1999, the Company issued $19,586,000 of promissory
notes to acquire an 85% equity interest in Equis II Corporation, a Massachusetts
corporation  having  a  controlling interest in the AFG Trusts.  The Trusts were
organized  between  1992  and  1995 by the predecessor of EFG.  During the first
quarter  of  2000, the Company obtained shareholder approval for the issuance of
510,000  shares of common stock to purchase the remaining 15% equity interest of
Equis  II.  On April 20, 2000, the Company issued 510,000 shares of common stock
to  purchase the remaining 15% equity interest in Equis II.  The market value of
the  shares  issued was approximately $2,400,000 ($4.625 per common share) based
upon  the  closing  price  of  the  Company's  common  stock  on April 20, 2000.

Prior  to  the Company's acquisition of Equis II Corporation ("Equis II"), Equis
II  was  owned  by  Mr. Engle, certain trusts established for the benefit of Mr.
Engle's  children,  and  by  James  A.  Coyne,  the  Company's  President, Chief
Operating  Officer.  In  addition, Mr. Coyne is an officer of Semele Group, Inc.
The  Company,  through its ownership of Equis II, owns Class B interests in each
of  the  AFG  Trusts: AFG Investment Trust A (822,863 interests), AFG Investment
Trust  B  (997,373 interests), AFG Investment Trust C (3,019,220 interests), and
AFG  Investment  Trust  D  (3,140,683  interests).  Through its ownership of the
Class  B  interests, Equis II controls approximately 62% of the voting interests
in  each  of  the trusts.  However, on certain voting matters, principally those
involving  transactions  with related parties, Equis II is obligated to vote its
Class  B  interests  consistent with the majority of unaffiliated investors.  In
addition  to  the  Class  B  interests,  Equis II owns AFG ASIT Corporation, the
managing  trustee  of the AFG Trusts.  AFG ASIT Corporation has a 1% interest in
the  AFG  Trusts  and, as managing trustee, has significant influence over their
operations.

The  $19,586,000  of  promissory notes issued by the Company to acquire Equis II
Corporation  is  divided  into  two  groups  of  notes.  The  first group totals
$14,600,000  and  matures  on  October 31, 2005.  These notes bear interest at a
face rate of 7% annually, but provide for quarterly interest payments based upon
a  pay-rate of 3%.  The remaining portion, or 4%, is deferred until the maturity
date.  The  Company  paid principal and interest of approximately $1,590,000 and
$99,600,  respectively, by issuing 326,462 shares of common stock on November 3,
2000,  as  permitted  by authorization of the Company's shareholders obtained on
November  2,  2000.  The next installment on the notes was scheduled for January
2002.  In  December 2001, the notes were amended.  As of September 30, 2002, the
annual  maturities  of  the  notes  are  scheduled  to  be  paid  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>
For the year ending Sept 30, 2003  $10,002,000
                             2004           --
                             2005           --
                             2006    3,000,000
                                     ---------
     Total                         $13,002,000
                                   ===========
</TABLE>


The  second  group of promissory notes issued by the Company to acquire Equis II
total $4,986,000 and have payment terms identical to certain debt obligations of
Mr.  Engle and Mr. Coyne to the Company by virtue of the acquisition of Equis II
and Ariston Corporation.  At the time of the Company's initial 85% investment in
Equis  II,  Mr.  Engle  and  Mr.  Coyne  had  debt  obligations  to (i) Equis II
Corporation  totaling approximately $1,900,000 and (ii) a subsidiary of Ariston,
ONC totaling approximately $3,100,000.  As a result of the Equis II transaction,
the Company became the beneficiary on notes due from Mr. Engle and Mr. Coyne and
the  obligor  on new notes, having identical terms and for equal amounts, due to
Mr.  Engle,  or  family  trusts/corporation  controlled by Mr. Engle, and to Mr.
Coyne.  On January 26, 2000, Mr. Engle and Mr. Coyne made principal and interest
payments  of  approximately  $2,100,000  to  ONC  in  partial repayment of their
respective  obligations.  On  the  same  date,  the  Company  made principal and
interest  payments  to  Mr. Engle (and certain family trusts/corporation) and to
Mr.  Coyne  totaling  approximately  $2,100,000  in  partial  repayment  of  the
Company's obligations to them.  The Company intends to make future payments with
respect  to  these  notes using the proceeds from payments made by Mr. Engle and
Mr.  Coyne to Equis II and ONC.  The terms of the notes provide that the Company
will  be  relieved  of its obligations to make payments during the period of any
default  by  either Mr. Engle or Mr. Coyne in remitting payments with respect to
their  obligations  to  Equis  II  or  ONC.

In  connection with the Equis II transaction, Mr. Engle and Mr. Coyne forfeited,
and  the Company canceled, the stock options awarded to each of them to purchase
40,000  shares of common stock at an exercise price of $9.25 per share that were
granted on December 30, 1997.  In addition, Mr. Engle retained voting control of
the  Class  B  interests  and the common stock of AFG ASIT Corporation through a
voting  trust  agreement,  until  the  earlier of the Company's repayment of the
$19,586,000  of  promissory  notes  issued  to  acquire  Equis II or Mr. Engle's
express  written  agreement  to  terminate  the  voting  trust.

As  a  result of the termination of the voting trust in November 2000 and due to
the control position of Mr. Engle over the Company and Equis II Corporation, the
Company  obtained  full  ownership  and  control  of Equis II and control of the
Trusts.  As  such,  the  acquisition  of  Equis II has been  accounted for  as a
combination  of  businesses  under  common  control,  similar  to  a  pooling of
interests.  Accordingly,  the  Company's consolidated financial statements as of
September 30, 2002 and December 31, 2001 and for the nine months ended September
30,  2002  and  2001  include  the consolidated financial statements of Equis II
Corporation.

Special  Beneficiary  Interests
-------------------------------

In  November 1999, the Company purchased from EFG, an affiliated entity, certain
equity  interests  in  the  AFG  Trusts,  referred  to  as  Special  Beneficiary
Interests.  The  Special  Beneficiary  Interests consists of an 8.25% non-voting
interest  in  each  of  the  trusts.  The  Company  purchased  the interests for
approximately $9,700,000 under the terms of a non-recourse note, payable over 10
years  and  bearing  interest  at  7%  per  year.  Amortization of principal and
payment  of  interest are required only to the extent of cash distributions paid
to  the  Company  as  owner  of the Special Beneficiary Interests.  To date, the
Company  has  received  cash  distributions of approximately $3,200,000 from the
Special  Beneficiary  Interests  and has paid EFG, an affiliate, an equal amount
consisting  of  principal  and  accrued  interest.  At  September  30,  2002 and
December  31,  2001,  the non-recourse note payable had an outstanding principal
balance  of  approximately  $6,630,000.  The  Special Beneficiary Interests have
been  eliminated  in  consolidation.

Due  From  Affiliates
---------------------

Amounts  due  from  affiliates are summarized below as of September 30, 2002 and
December  31,  2001:
<TABLE>
<CAPTION>

<S>                                                 <C>             <C>
                                                    SEPTEMBER 30,   DECEMBER 31,
                                                       2002           2001
                                                    --------------  -------------

Loan obligations due from Mr. Engle and Mr. Coyne   $    2,937,205  $   2,937,205
Interest receivable on loan obligations due from
  Mr. Engle and Mr. Coyne                                  715,523        518,766
Management fees receivable from PLM Equipment
  Growth Funds                                             586,984        951,000
Rents receivable from EFG escrow  (1)                      225,004        217,527
                                                    --------------  -------------
Total                                               $    4,464,716  $   4,624,498
                                                    ==============  =============
</TABLE>


(1)  All  rents  and  proceeds  from the sale of equipment by the AFG Trusts are
paid  directly to either EFG or to a lender.  EFG temporarily deposits collected
funds  in  a separate interest-bearing escrow account and remits such amounts to
the  Company  or  its affiliates on a monthly basis.  These amounts were paid in
October  2002.

Indebtedness  and  Other  Obligations  to  Affiliates
-----------------------------------------------------

A  summary  of  the  Company's  indebtedness and other obligations to affiliates
appears  below  as  of  September  30,  2002  and  December  31,  2001:
<TABLE>
<CAPTION>

<S>                                               <C>             <C>
                                                  SEPTEMBER 30,   DECEMBER 31,
                                                      2002           2001
                                                  --------------  -------------

Principal balance of indebtedness to affiliates   $   34,949,392  $  34,949,392
Accrued interest due to affiliates                     5,455,025      3,789,586
Other  (1)                                               300,996        669,071
                                                  --------------  -------------

Total                                             $   40,705,413  $  39,408,049
                                                  ==============  =============
</TABLE>


(1)  Consists  primarily  of  amounts due to EFG for administrative services and
operating  expenses.

Principal  Balance  of  Indebtedness  to  Affiliates
----------------------------------------------------

The  principal  balance of the Company's indebtedness to affiliates at September
30,  2002  and  December  31,  2001  consists  of  the obligations listed below.
<TABLE>
<CAPTION>

<S>                                                                <C>               <C>               <C>
..                                                                                    DUE WITHIN
..                                                                                    ONE YEAR OR
..                                                                  BALANCE AT        ON DEMAND AS OF   BALANCE AT
..                                                                  SEPTEMBER 30,     SEPTEMBER 30,     DECEMBER  31,
..                                                                       2002              2002             2001.
                                                                   ----------------  ----------------  ----------------
Notes payable to Mr. Engle, or family trusts/corporation
  controlled by  Mr. Engle, resulting from the purchase of Equis
  II  Corporation, 7% annual interest; maturing in 2005.  (1) (3)  $      8,624,660  $      6,634,660  $      8,624,660
Note payable to Mr. Coyne resulting from purchase of Equis II
  Corporation; 7% annual interest; maturing in 2005.  (1) (3)             4,377,340         3,367,340         4,377,340
                                                                   ----------------  ----------------  ----------------

Sub-total                                                          $     13,002,000  $     10,002,000  $     13,002,000
                                                                   ----------------  ----------------  ----------------
Notes payable to Mr. Engle, or family trusts/corporation
  controlled by Mr. Engle, resulting from the purchase of Equis
  II Corporation; 11.5% annual interest; due on demand. (1) (2)    $        687,349  $        687,349  $        687,349
Note payable to Mr. Coyne resulting from purchase of  Equis II
  Corporation; 11.5% annual interest;  due on demand.  (1) (2)              348,856           348,856           348,856
                                                                   ----------------  ----------------  ----------------

Sub-total                                                          $      1,036,205  $      1,036,205  $      1,036,205
                                                                   ----------------  ----------------  ----------------
Notes payable to Mr. Engle, or family trusts/corporation
  controlled by Mr. Engle, resulting from purchase of
  Equis II Corporation, 7.5% annual interest; maturing on
  Aug. 8, 2007.  (1) (2)                                           $      1,260,997  $             --  $      1,260,997
Note payable to Mr. Coyne resulting from purchase of
  Equis II Corporation; 7.5% annual interest; maturing on
  Aug. 8, 2007.  (1) (2)                                                    640,003                --           640,003
                                                                   ----------------  ----------------  ----------------

Sub-total                                                          $      1,901,000  $             --  $      1,901,000
                                                                   ----------------  ----------------  ----------------
Note payable to EFG for purchase of Ariston Corporation; 7%
  annual interest; maturing on Aug. 31, 2003. (5)                  $      8,418,496  $      8,418,496  $      8,418,496
Non-recourse note payable to EFG for purchase of Special
  Beneficiary Interests; 7% annual interest; maturing on
  Nov. 18, 2009.                                                   $      6,634,544  $             --  $      6,634,544
Notes payable to affiliates for 1997 asset purchase; 10% annual
  interest; maturing on Apr. 1, 2003.  (4)                         $      3,957,147  $      3,957,147  $      3,957,147
                                                                   ----------------  ----------------  ----------------

Total                                                              $     34,949,392  $     23,413,848  $     34,949,392
                                                                   ================  ================  ================
</TABLE>



(1)     The  promissory  notes  issued  to  the former Equis II stockholders are
general  obligations  of  the Company secured by a pledge to the former Equis II
stockholders  of  the  shares  of  Equis  II  owned  by  the  Company.
(2)     These  amounts  are  equal in aggregate to debt obligations of Mr. Engle
and  Mr.  Coyne  to  Equis  II  Corporation and ONC included in amounts due from
affiliates  on  the  accompanying  consolidated  balance  sheets.
(3)     The  notes  to  Mr. Engle (and related family trusts/corporation) become
immediately  due  and  payable  if  Mr.  Engle  ceases to be the Chief Executive
Officer  and  a  Director of the Company, except if he resigns voluntarily or is
terminated  for cause.  Similarly, the notes to Mr. Coyne become immediately due
and  payable  if  Mr.  Coyne  ceases  to  be the President and a Director of the
Company,  except  if  he  resigns  voluntarily  or  is  terminated  for  cause.
(4)     In  1997,  the  Company  borrowed  $4,419,000  from  certain  affiliates
controlled  by  Mr.  Engle,  including  $462,000  from AFG Investment Trust A, a
subsidiary.  During the three and nine months ended September 30, 2002 and 2001,
the  Company  incurred  total  interest  expense  of  approximately $100,000 and
$296,000, in connection with this indebtedness. The obligation to AFG Investment
Trust  A  of $462,000 and related annual interest expense has been eliminated in
consolidation.
(5)     In  1998,  the  Company  issued  a purchase-money note of $10,450,000 to
acquire  Ariston  Corporation  for  a  total  purchase price of $12,450,000. The
purchase-money  note  bears  interest at an annualized rate of  7%, but requires
principal  amortization  and  payment  of  interest  only  to the extent of cash
distributions  paid  to  the Company in connection with the partnership interest
owned  by  Ariston.

Common  Stock  Owned  by  Affiliates
------------------------------------

In  connection  with a transaction in 1997, the Company issued 198,700 shares of
common  stock  to  certain  affiliates controlled by Mr. Engle, including 20,969
shares that are owned indirectly by AFG Investment Trust A.  The shares so owned
by  AFG  Investment  Trust  A  have  been  eliminated  in  consolidation.

NOTE  14  -  SUBSEQUENT  EVENTS

In  October  2002,  an  existing member and an unrelated third party contributed
approximately  $2,500,000  to Mountain Springs (See note 9).  As a result of the
capital  contribution,  EFG  Kirkwood's  membership interest in Mountain Springs
decreased  from 50% to 33%.  Proceeds from the capital contribution were used to
exercise  an  existing  option to purchase 51% of Durango Mountain Land Company,
LLC,  a  real  estate  development company owning land in adjacent to Purgatory.

In  October  2002,  the Company amended its lease associated with the commercial
land  and  building  located  in  Sydney, Australia (See note 7).  The amendment
extended  the lease term through January 15, 2005 and adjusted the monthly lease
payment  to  $20,000,  payable  quarterly.

Future  minimum rental payments in connection with the leases for both buildings
are  due  as  follows  adjusted  for  the  October  amendment:
<TABLE>
<CAPTION>

<S>                                <C>        <C>
For the year ending September 30,       2003  $1,193,004
..                                       2004   1,026,504
..                                       2005     846,504
..                                       2006     879,123
..                                       2007     942,396
            Thereafter.                        2,572,097
                                              ----------
Total                                         $7,459,628
                                              ==========
</TABLE>


In  November  2002,  a  portion  of  the  Company's  $4,419,000  debt to certain
affiliates  controlled  by  Mr. Engle was purchased by another affiliated entity
also controlled by Gary Engle (See note 13).  There were no changes to the terms
of  the  notes.

NOTE  15  -  SEGMENT  REPORTING

At  September  30,  2002,  the  Company  was  actively  engaged  in two industry
segments:  i)  real  estate  ownership,  development  and  management  and  ii)
equipment  leasing  and  management.  The  real  estate  segment  includes  the
ownership,  management  and  development  of commercial properties and land.  In
addition, the Company owns equity interests in non-affiliated companies that are
engaged  in  real  estate  leasing  or development activities, as well as winter
resorts  (See Note 9).  The equipment leasing and management segment consists of
an ownership interest in several limited partnerships, companies and trusts that
are  engaged primarily in the business of equipment leasing and management.  The
Company's  largest  equity  interest  consists of Class B Beneficiary Interests,
representing  approximately 62% of the voting interest, in the AFG Trusts, which
were  established  by  an  affiliate  between 1992 and 1995.  The AFG Trusts are
limited  life  entities  that  have  scheduled  dissolution  dates  ranging from
December  31,  2003  to  December  31,  2006.  Revenues  from  equipment leasing
segments  consist  of  lease  revenues from a portfolio of assets and management
fees  associated  with  managing  several  affiliated  investment  programs.

Segment  information  for the three and nine months ended September 30, 2002 and
2001  is  summarized  below:
<TABLE>
<CAPTION>



                              FOR THE THREE     FOR THE THREE      FOR THE NINE      FOR THE NINE
                               MONTHS ENDED      MONTHS ENDED      MONTHS ENDED      MONTHS ENDED
                              SEPT. 30, 2002    SEPT. 30, 2001    SEPT. 30, 2002    SEPT. 30, 2001
                             ----------------  ----------------  ----------------  ----------------
<S>                          <C>               <C>               <C>               <C>
Operating Revenues: (1)
---------------------------
  Equipment leasing          $     3,929,471   $     6,379,580   $    13,068,910   $    19,172,744
  Real estate                        288,544           289,028           891,670           875,889
                             ----------------  ----------------  ----------------  ----------------
   Total                           4,218,015         6,668,608        13,960,580        20,048,633

Equity Interests
Income (Loss)
  Equipment leasing                  141,357           222,469            22,037           868,559
  Real estate                     (2,079,934)       (1,646,241)       (1,060,985)         (434,371)
                             ----------------  ----------------  ----------------  ----------------
Total                             (1,938,577)       (1,423,772)       (1,038,948)          434,188

Total Revenues               $     2,279,438   $     5,244,836   $    12,921,632   $    20,482,821

Operating Expenses and
 Management Fees:
  Equipment leasing                2,904,340         2,187,270         6,296,879         6,842,042
  Real estate                         51,460            16,591           196,074            50,830
                             ----------------  ----------------  ----------------  ----------------
   Total                           2,955,800         2,203,861         6,492,953         6,892,872

Interest Expense:
---------------------------
  Equipment leasing                1,280,773         1,233,060         4,490,237         4,502,451
  Real estate                         97,067           104,570           296,958           319,031
                             ----------------  ----------------  ----------------  ----------------
   Total                           1,377,840         1,337,630         4,787,195         4,821,482

Depreciation, Write-down
of Equipment and
Amortization: (2)
---------------------------
  Equipment leasing                2,071,120         2,461,694         8,298,164         7,697,039
  Real estate                         94,548         2,620,510           283,644         2,809,606
                             ----------------  ----------------  ----------------  ----------------
   Total                           2,165,668         5,082,204         8,581,808        10,506,645

Total Expenses               $     6,499,308   $     8,623,695   $    19,861,956   $    22,220,999

Provision for income taxes           406,824           882,000           935,913         1,304,000
Elimination of minority
  interests                        4,474,303           675,702         7,070,937           362,495
                             ----------------  ----------------  ----------------  ----------------
Net loss                     $      (152,391)  $    (3,585,157)  $      (805,300)  $    (2,679,683)

Capital Expenditures
  Equipment leasing          $     4,830,380   $        16,000   $     9,193,265   $    17,456,000
  Real estate                        402,839           548,945         1,717,473         1,411,161
                             ----------------  ----------------  ----------------  ----------------
   Total                     $     5,233,219   $       564,945   $    10,910,738   $    18,867,161
                             ----------------  ----------------  ----------------  ----------------
</TABLE>


(1)     Includes  management fee revenue earned from affiliates of approximately
$966,000  and $3,486,000 for the three and nine months ended September 30, 2002,
respectively,  as  compared  to  approximately $2,497,000 and $5,852,000 for the
three  and  nine  months ended September 30, 2001, respectively. (See Note 8 for
discussion  of  management  fees).
(2)     Includes  write-down  of  equipment and real estate held for development
and  sale  of  $1,935,000  for  the  nine  months  ended  September 30, 2002 and
$2,526,000  for  the  three  and  nine  months  ended  September  30,  2001.

 Total  assets from each operating segment as of September 30, 2002 and December
21,  2001  is  summarized  below:
<TABLE>
<CAPTION>


                       2002          2001
                   ------------  ------------
<S>                <C>           <C>

Equipment leasing  $100,370,492  $106,150,058
Real estate          40,638,069    45,738,045
                   ------------  ------------
Total              $141,008,561  $151,888,103

</TABLE>





<PAGE>
------

ITEM  2.  MANAGEMENT'S DISCUSSION OF ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

Certain  statements  in  this  quarterly  report  that  are  not historical fact
constitute  "forward-looking  statements"  within  the  meaning  of  the Private
Securities Litigation Reform Act of 1995.  Without limiting the foregoing, words
such  as  "anticipates,"  "expects," "intends," "plans," and similar expressions
are  intended  to  identify  forward-looking  statements.  These  statements are
subject  to  a number of risks and uncertainties including the Company's ability
to successfully implement a growth-oriented business plan.  Actual results could
differ  materially  from those described in any forward-looking statements.  The
cautionary  statements  made in the form 10-Q should be read in conjunction with
all  related  forward-looking  statements  as  they  appear  in  the  Form 10-Q.

GENERAL

Semele  Group  Inc.  ("Semele"  or  the  "Company")  is  a  Delaware corporation
organized  on April 1987 as Banyan Strategic Land Fund II to invest primarily in
short-term,  junior,  pre-development,  and  construction  mortgage  loans.
Subsequently,  the  Company  became  owner of various real estate assets through
foreclosure  proceedings  in  connection with its mortgages.  For the years 1993
though 1995, the Company elected to be treated as a real estate investment trust
("REIT")  for  income  tax  purposes.  Effective  January  1,  1996, the Company
revoked  its  REIT status and became a taxable "C" corporation.  Since then, the
Company  has  evaluated alternatives ways to maximize shareholder value and take
advantage  of  investment opportunities where its significant loss carryforwards
for  federal  income  tax  purposes (approximately $105,000,000 at September 30,
2002)  could make it a value-added buyer.  In recent years, the Company has made
certain  investments  with  affiliated  parties  where  its  income  tax  loss
carryforwards could be utilized and which permitted the Company to diversify its
asset  mix  beyond  its principal real estate asset, consisting of approximately
270  acres  of  land  located  in  Southern  California  known as Rancho Malibu.
Currently,  the  Company is engaged in various real estate activities, including
the  residential  property development of Rancho Malibu.  The Company also holds
investments in other companies operating in niche financial markets, principally
involving  real  estate  and  equipment  leasing.  Semele  is a highly leveraged
company  and an investment in Semele common stock involves a high degree of risk
to  the  investor.

The  staff  of the SEC informed the managing trustee of the trusts controlled by
Semele  that it believes the AFG Trusts may be unregistered investment companies
within  the  meaning  of the Investment Company Act of 1940 (the "Act"). The AFG
managing trustee is engaged in discussions with the staff regarding this matter.
The  AFG  Trusts,  after consulting with legal counsel, do not believe that they
are  unregistered  investment  companies.  However,  it is possible that the AFG
Trusts may have unintentionally engaged in an activity or activities that may be
construed  to  fall within the scope of the Act.  Although the AFG Trusts do not
believe  they are unregistered investment companies, two of the Trusts agreed to
liquidate their assets in order to resolve the matter with the staff of the SEC.
Accordingly, as of December 6, 2001, the managing trustee of the Trusts resolved
to  cause  the  AFG  Investment Trust A and AFG Investment Trust B to dispose of
their assets prior to December 31, 2003.  Upon consummation of the sale of their
assets,  these Trusts will be dissolved and the proceeds thereof will be applied
and  distributed  in  accordance  with  the terms of their Trust Agreements.  If
necessary,  AFG  Investment  Trust  C and AFG Investment Trust D intend to avoid
being  deemed  investment  companies  by  means  that  may  include disposing or
acquiring  certain  assets  that  they  might  not otherwise dispose or acquire.

For  accounting  purposes, the Company considers affiliates to be persons and/or
entities  that  directly,  or  indirectly  through  one  or more intermediaries,
control  or  are  controlled  by,  or  are  under common control of or with, the
Company.  All  other  entities  are  considered  to  be  non-affiliates.

RECENT  ACQUISITION

PLM  International,  Inc.
-------------------------

On  December  22,  2000,  an  affiliate  of the Company, MILPI Acquisition Corp.
("MAC"),  entered  into  an  agreement  and  plan  of  merger  to  acquire  PLM
International,  Inc., ("PLM"), a San Francisco based equipment leasing and asset
management  company.  The  plan  of  merger  involved  a  tender offer by MAC to
purchase all of the outstanding common stock of PLM for cash as described below.

MAC  was  a  wholly  owned subsidiary of MILPI Holdings, LLC ("MILPI Holdings"),
which  was  formed  by  the AFG Trusts on December 22, 2000.  The AFG Trusts are
consolidated affiliates of the Company engaged in the equipment leasing and real
estate  businesses.  The  AFG  Trusts  collectively  paid  $1,200,000  for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock of MAC for an aggregate purchase price of $1,200,000 at December 31, 2000.
MAC  then  entered into a definitive agreement with PLM to acquire up to 100% of
the  outstanding common stock of PLM, for an approximate purchase price of up to
$27,000,000.  In  connection  with  the  acquisition,  on December 29, 2000, MAC
commenced  a  tender  offer  to  purchase all of PLM's outstanding common stock.
Pursuant  to  the  cash  tender  offer,  MAC acquired approximately 83% of PLM's
common  stock  in  February  2001  for  a  total purchase price of approximately
$21,800,000.  The  assets  of  PLM  included  cash  and  cash  equivalents  of
approximately $4,400,000.  The acquisition resulted in goodwill of approximately
$5,400,000.

On  February  6,  2002,  MAC  completed  its  acquisition  of  PLM  through  the
acquisition  of  the  remaining  17%  of the outstanding PLM common stock and by
effecting  a  merger  of  MAC  into  PLM, with PLM as the surviving entity.  The
merger  was  completed  when  MAC  obtained  approval  of  the merger from PLM's
shareholders  pursuant  to  a  special  shareholders'  meeting.  The  remaining
interest  was  purchased  for  $4,363,000,  resulting  in additional goodwill of
$3,779,000.  Concurrent  with  the  completion  of  the merger, PLM ceased to be
publicly  traded.

CRITICAL  ACCOUNTING  POLICIES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States requires the Company to make estimates
and assumptions that affect the amounts reported in the financial statements. On
a  regular  basis, the Company reviews these estimates and assumptions including
those  related  to  revenue recognition, asset lives and depreciation, goodwill,
impairment  of  long-lived  assets  and  contingencies  and  litigation.  These
estimates  are based on the Company's historical experience and on various other
assumptions  believed  to be reasonable under the circumstances.  Actual results
may  differ from these estimates under different assumptions or conditions.  The
Company  believes,  however,  that  the  estimates,  including  those  for  the
above-listed  items,  are  reasonable.

The  Company  believes the following critical accounting policies, among others,
are  subject  to  significant judgments and estimates used in the preparation of
these  financial  statements:

Buildings  and  Equipment  for  Lease
-------------------------------------

Buildings  and equipment are stated at cost.  Depreciation is computed using the
straight-line  method  over the estimated useful lives of the underlying assets,
generally 40 years for buildings.  Expenditures that extend the life of an asset
and  that  are  significant  in  amount are capitalized and depreciated over the
remaining  useful  life  of  the  asset.

The Company's depreciation policy for equipment is intended to allocate the cost
of  equipment  over  the  period during which it produces economic benefit.  The
principal period of economic benefit is considered to correspond to each asset's
primary  lease  term,  which  term  generally  represents the period of greatest
revenue  potential  for  each asset. Accordingly, to the extent that an asset is
held  on  primary lease term, the Company depreciates the difference between (i)
the  cost  of  the asset and (ii) the estimated residual value of the asset on a
straight-line  basis  over  such  term.  For  purposes of this policy, estimated
residual  values  represent  estimates  of  equipment  values at the date of the
primary  lease  expiration.  To  the  extent  that  an  asset is held beyond its
primary  lease  term, the Company continues to depreciate the remaining net book
value  of the asset on a straight-line basis over the asset's remaining economic
life.  The  ultimate  realization of residual value for any type of equipment is
dependent  upon  many  factors,  including  the ability of Equis Financial Group
Limited  Partnership  ("EFG")  to  sell and re-lease equipment.  Changing market
conditions,  industry  trends, technological advances, and many other events can
converge to enhance or detract from asset values at any given time. EFG attempts
to  monitor  these  changes  in  order  to  identify  opportunities which may be
advantageous  to the Company and which will maximize total cash returns for each
asset.

Goodwill
--------

Goodwill  is  calculated  as the excess of the aggregate purchase price over the
fair  market  value  of  identifiable  net  assets  acquired  in accordance with
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations"  ("SFAS  No.  141").  In accordance with SFAS No. 141, the Company
allocates  the  total  purchase  price  to  the  assets acquired and liabilities
assumed  based  on the respective fair market values at the date of acquisition.

In  accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS.
No.  142"),  the  discontinuance  of  goodwill  and  other  intangible  asset
amortization  was  effective  as of January 1, 2002.  SFAS No. 142 also includes
provisions  for  the reclassification of certain existing recognized intangibles
as  goodwill,  reassessment  of  the  useful  lives  of  existing  recognized
intangibles,  reclassification of certain intangibles out of previously reported
goodwill,  and  the  identification of reporting units for purposes of assessing
potential  future impairments of goodwill.  SFAS No. 142 requires the Company to
complete  a transitional goodwill impairment test within six months from January
1,  2002,  the  date of adoption.  The Company completed the goodwill impairment
analysis  during  the  quarter  ended June 30, 2002.  There was no impact on the
Company's  financial  statements  as  a  result  of  this  analysis.

The  Company recorded goodwill of $3,779,000 in conjunction with the acquisition
of  the  remaining  17% of the outstanding common stock of PLM in February 2002.
This  goodwill  included  approximately  $446,000  of  total costs estimated for
severance  of PLM employees and relocation costs in accordance with management's
formal  plan  to  involuntarily terminate employees, which plan was developed in
conjunction  with  the  acquisition.

Impairment  of  Long-Lived  Assets
----------------------------------

In  accordance  with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived  Assets" ("SFAS No. 144") the Company evaluates long-lived assets for
impairment  whenever events or circumstances indicate that the carrying bases of
such  assets  may not be recoverable.  Losses for impairment are recognized when
the undiscounted cash flows estimated to be realized from a long-lived asset are
determined  to  be less than the carrying basis of the asset.  The determination
of  net realizable value for a given investment requires several considerations,
including  but  not  limited  to,  income  expected to be earned from the asset,
estimated  sales  proceeds,  and  holding  costs  excluding  interest.

Minority  Interests
-------------------

Certain equity interests in the Company's consolidated subsidiaries are owned by
third  parties  or  by  affiliates  of  the Company that are not included in the
consolidated  financial statements.  Such interests are referred to as "minority
interests" on the accompanying consolidated financial statements.  The Company's
minority interests consist primarily of the Class A Beneficiaries' investment in
the  AFG  Trusts.  The  AFG  Trusts'  income  is  allocated  quarterly first, to
eliminate  any  Participant's negative capital account balance and second, 1% to
the  AFG  Trusts'  managing  trustee  (a  wholly-owned subsidiary), 8.25% to the
Special  Beneficiary  (directly owned by the Company) and 90.75% collectively to
the  Class  A  and  Class  B Beneficiaries (the Company owns the majority of the
Class  B  interests  while  the  majority  of the Class A interests are owned by
non-affiliated  beneficiaries).  The latter is allocated proportionately between
Class  A  and  Class  B Beneficiaries based upon the ratio of cash distributions
declared  and  allocated  to  the  Class  A and Class B Beneficiaries during the
period.  Net  losses  are  allocated  quarterly first, to eliminate any positive
capital  account  balance  of  the  AFG  Trusts'  managing  trustee, the Special
Beneficiary  and  the  Class  B Beneficiaries; second, to eliminate any positive
capital  account  balance of the Class A Beneficiaries; and third, any remainder
to  the  AFG  Trusts'  managing  trustee.

In 2001 and through February 2002, prior to the completion of the acquisition of
100%  of  the  common  stock  of PLM, the remaining minority interests primarily
related  to  approximately  17%  of  the  outstanding  common  stock  of  PLM.

Revenue  Recognition
--------------------

The  Company  earns rental income from a diversified portfolio of equipment held
for  lease  and  from  two  special-purpose commercial buildings.  Rents are due
monthly,  quarterly or semi-annually and no significant amounts are earned based
on  factors  other than the passage of time.  Substantially all of the Company's
leases  are triple net, non-cancelable leases and are accounted for as operating
leases  in accordance with SFAS No. 13, "Accounting for Leases."  Rents received
prior  to  their due dates are deferred.  At September 30, 2002 and December 31,
2001,  deferred  rental  income  was  approximately  $32,000  and  $584,000
respectively.

PLM  Financial  Services,  Inc. ("FSI"), a wholly owned subsidiary of PLM, earns
revenues  in  connection with the management of limited partnerships and private
placement programs.  Equipment acquisition and lease negotiation fees are earned
through  the  purchase  and  initial  lease  of equipment, and are recognized as
revenue  when  FSI  completes  all  of  the  services required to earn the fees,
typically  when binding commitment agreements are signed.  Management fee income
is  earned  by  FSI  for  managing  the  equipment  portfolios and administering
investor  programs  as  provided for in various agreements, and is recognized as
revenue  over  time  as  it  is  earned.

Contingencies  and  litigation
------------------------------

The  Company  is  subject  to  legal  proceedings involving ordinary and routine
claims  related  to its business.  Estimates for losses from litigation are made
after  consultation  with  outside  counsel.  If  estimates  of potential losses
increase  or  the  related  facts  and  circumstances  change in the future, the
Company  may be required to adjust amounts recorded in its financial statements.


RESULTS  OF  OPERATIONS

EQUIPMENT  LEASING  OPERATIONS
------------------------------

The  events  of  September  11,  2001,  along  with a change in general economic
conditions  in  the United States, have continued to adversely affect the market
demand  for  both  new  and  used commercial aircraft and weakened the financial
position  of  most  airlines.  No direct damage occurred to any of the Company's
assets  as  a  result  of  these  events.   These  events  have  resulted  in  a
significant  over-supply of commercial aircraft and this over-supply will likely
continue  for  sometime.  These  events  have  had a negative impact on the fair
market  value  of  the  Trusts'  aircraft.  The  Company  does  not expect these
aircraft  to  return  to  their pre-September 11, 2001 value.  In the event of a
lease  default  by  an  aircraft  lessee,  the Company could experience material
losses.  At  September  30 2002, the AFG Trusts have collected substantially all
rents owed to them from aircraft lessees. PLM, which has an indirect interest in
a  number  of aircraft, has experienced significant delinquencies in the receipt
of  rents  from  aircraft  lessee  and  two  commuter aircraft leases were early
terminated due to bankruptcy of the lessees.  In addition, the credit quality of
many  other  aircraft  lessees  has  deteriorated.  The  Company  is  monitoring
developments  in  the  airline  industry and will continue to evaluate potential
implications  to  the  Company's  financial  position  and  future  liquidity.

LEASE  REVENUE.  During  the  nine months ended September 30, 2002 and 2001, the
Company  recognized  lease  revenue of approximately $8,443,000 and $10,510,000,
respectively.    Lease  revenue  represents  rental  revenue recognized from the
leasing of the equipment owned by the AFG Trusts.  The decrease in lease revenue
from 2001 to 2002 resulted primarily from a $298,000 early lease termination fee
received  during the nine months ended September 30, 2001 (a similar fee was not
earned  in  2002),  a  decrease  of  approximately  $238,000  related  to  lease
terminations  and  approximately  $1,541,000 decrease in lease revenues from the
sale  of  equipment.

MANAGEMENT  FEE  INCOME  FROM  AFFILIATES.  Management  fees were $3,486,000 and
$5,852,000  for  the  nine months ended September 30, 2002 and 2001.  Management
fees  consist  primarily  of fees earned by PLM generated by the equipment under
management  of  several  affiliated  investment programs, the EGF Programs.  The
decrease  in  management  fees  from  2001  to 2002 is due to the disposition of
equipment  managed  by  MILPI  Holdings.

NET  GAIN  (LOSS)  ON SALE OF EQUIPMENT.  During the nine months ended September
30,  2002,  the  Company  sold  equipment  to existing lessees and third parties
resulting  in  a  net  gain  of $197,000 on equipment having a net book value of
$2,701,000.  Equipment  sales  during  the  nine months ended September 30, 2001
resulted  in  a  net  gain  of  $630,00  on equipment having a net book value of
$545,000.

EQUITY  INCOME  IN  AFFILIATED COMPANIES.  Equity income in affiliated companies
consists  of  PLM's  investment in its affiliated equipment leasing programs and
Ariston's  ownership  interest  in  the  11 limited partnerships.  Equity income
recognized  from  PLM's  leasing programs was $213,000 for the nine months ended
September  30,  2002.  As  compensation  for  organizing these programs, PLM was
granted  an interest (between 1% and 15%) in the earnings and cash distributions
of  the individual investment programs, in which PLM Financial Services, Inc., a
wholly-owned  subsidiary of PLM, is the general partner or Manager.  PLM records
as  a  partnership  interest  its  equity  interest  in  the  earnings  of  the
partnerships,  after  adjusting  such  earnings to reflect the effect of special
allocation  of  the  program's  gross  income  allowed  under  the  respective
partnership  agreements.  Equity  loss  recognized  from  Ariston's  ownership
interest  in  the 11 limited partnerships was approximately $191,000 as compared
to  equity  income of approximately $869,000 for the nine months ended September
30,  2002 and 2001, respectively.  The decrease in equity income is attributable
to  increased operating expenses and decreased revenues attributable to the sale
of  equipment  in  the  investment  programs.

The  Accounting  Standards  Executive  Committee  of  the  American Institute of
Certified  Public  Accountants  has  issued  an  exposure  draft  of  a proposed
statement  of  position  ("SOP")  entitled  "Accounting  for  Certain  Costs and
Activities  Related  to  Property,  Plant and Equipment".  The EGF Programs have
historically  accrued  legally  mandated  maintenance  such  as  marine  vessel
dry-docking  and  aircraft  engine  maintenance  over  the  periods prior to the
required  maintenance date.  If the SOP is adopted as proposed, the EGF Programs
would  reverse  all  previously  accrued maintenance reserves.  If this proposed
change  were  in  effect at September 30, 2002, the EGF Programs would have been
required  to  reverse  maintenance  reserves  of  approximately  $10,000,000.
Accordingly,  MILPI  would  record  equity income associated with the adjustment
based  on  its  equity ownership in each of the EGF Programs, ranging from 1% to
15%.  Maintenance  reserves  will change in 2002 as maintenance is performed and
past  maintenance  reserves  are  depleted and additional reserves are recorded.

DEPRECIATION  AND  AMORTIZATION.  Depreciation  and  amortization  expense  was
$6,363,000 and $7,697,000 for the nine months ended September 30, 2002 and 2001,
respectively.  The  decrease  in depreciation expense is the result of equipment
sales  during  fiscal  2001  and  the  nine  months  ended  September  30, 2002.

WRITE-DOWN  OF  EQUIPMENT.  The  Company  accounts  for impairment of long-lived
assets  in  accordance  with  SFAS  No.  144,  "Accounting for the Impairment or
Disposal  of  Long  Lived  Assets" which was issued in August 2001. SFAS No. 144
requires  that  long  lived assets be reviewed for impairment whenever events or
changes  in circumstances indicate that the net book value of the assets may not
be  recoverable  from  undiscounted  future cash flows.  During the three months
ended  June 30, 2002, the Trusts recorded a write-down of equipment representing
an  impairment  to  the  carrying  value of the Trusts' interests in a McDonnell
Douglas  MD-87  aircraft.  The  resulting  charge  of  $1,935,000 was based on a
comparison  of  estimated fair value and carrying value of the Trusts' interests
in the aircraft.  The estimate of the fair value was based on a current offer to
purchase  the  aircraft  and  the  assessment of the management of the Trusts of
prevailing  market  conditions  for  similar aircraft.  Aircraft condition, age,
passenger  capacity,  distance  capability,  fuel  efficiency, and other factors
influence  market  demand  and  market  values  for  passenger  jet  aircraft.

INTEREST  EXPENSE.  Interest  expense was $4,490,000 and $4,502,000 for the nine
months  ended  September  30,  2002  and  2001  respectively.  Interest  expense
associated with equipment leasing consists of interest associated with corporate
debt,  equipment  leasing  debt  and  indebtedness  to  affiliates.

OPERATING  EXPENSES AND MANAGEMENT FEES.  Operating expenses and management fees
decreased  by  $545,000  from $6,842,000 to $6,297,000 for the nine months ended
September  30, 2001 and 2002, respectively.  The decreased in operating expenses
is  attributable to a $2,367,000 decrease in general and administrative expenses
at  MILPI  Holdings for the nine months ended September 30, 2002 compared to the
same  period  in  2001.  MILPI  Holdings's  $2,367,000  decrease  in general and
administrative  expenses is primarily due to the relocation and consolidation of
the  corporate  service  functions  of  MILPI  during May 2001.  The decrease in
general  and administrative costs at MILPI Holdings was offset by an increase in
repairs  and  maintenance  of  $773,000  associated with Trust D's re-lease of a
McDonnell  Douglas  DC-8-73  and  $485,000 of noncapitalizable costs incurred in
conjunction  with  the  amendment  on  the  debt  agreement  for  the respective
aircraft.  Other operating expenses consist primarily of administrative charges,
professional  service  costs, such as audit and legal fees, as well as printing,
distribution  and  remarketing  expenses.

Fees  and  other costs paid to affiliates during the nine months ended September
30,  2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>


                                                         2002        2001
                                                      ----------  ----------
<S>                                                   <C>         <C>
Administrative charges                                $  701,484  $  397,017
Equipment management fees                                385,740     354,216
Reimbursable operating expenses due to third parties     117,509   2,807,896
                                                      ----------  ----------

Total                                                 $1,204,733  $3,559,129
                                                      ==========  ==========
</TABLE>


ELIMINATION  OF MINORITY INTERESTS.  Elimination of minority interests increased
by  $6,708,000  for  the  nine  months ended September 30, 2002 compared to same
period  in  2001.  The increase in minority interest expense is primarily due to
the  allocation  of losses in the AFG Trusts to the Class A Beneficiaries during
the  nine  months ended September 30, 2002.   The Company directly or indirectly
owns the managing trustee, the Special Beneficiary and the majority of the Class
B interest in the AFG Trusts which eliminates in consolidation.  The AFG Trusts'
income  is  allocated  quarterly  first, to eliminate any Participant's negative
capital  account  balance  and  second, 1% to the Managing Trustee, 8.25% to the
Special  Beneficiary  and  90.75%  collectively  to  the  Class  A  and  Class B
Beneficiaries.  The  latter  is  allocated  proportionately  between Class A and
Class  B  Beneficiaries  based upon the ratio of cash distributions declared and
allocated  to  the  Class  A  and  Class B Beneficiaries during the period.  Net
losses  are allocated quarterly first, to eliminate any positive capital account
balance  of  the  Managing  Trustee,  the  Special  Beneficiary  and the Class B
Beneficiaries;  second, to eliminate any positive capital account balance of the
Class  A  Beneficiaries;  and  third, any remainder to the Managing Trustee. The
remaining minority interests consist of various other consolidated subsidiaries.

REAL  ESTATE  OPERATIONS
------------------------

LEASE  REVENUE.  During  the  nine months ended September 30, 2002 and 2001, the
Company  recognized  lease  revenue  of  $892,000  and $876,000 from real estate
operations.  Lease  revenues  from  real  estate  operations are earned from the
Company's  ownership  interest  in two commercial properties, consisting of land
and  buildings,  which are leased to a major university.  The buildings are used
in connection with the university's international education programs and include
both classroom and dormitory space.  One building is located in Washington, D.C.
and  the  other is located in Sydney, Australia.  The increase in lease revenues
is  attributable  to  an  increase  in  lease  payments  per the long-term lease
contract.

EQUITY  INCOME  IN NON-AFFILIATED COMPANIES.  The Company has an indirect equity
ownership  interest  in  three  real  estate  companies:

Kirkwood  Mountain  Resort  Holdings  LLC  ("Mountain  Resort")
Mountain  Springs  Resort  LLC  ("Mountain  Springs")
EFG/Kettle  Valley  Development  LLC  ("Kettle  Valley")

Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest  in  DSC/Purgatory  LLC ("Purgatory") in Durango,
Colorado.  Kettle Valley is a real estate development company located in British
Columbia,  Canada.

For  the  nine  months  ended  September 30, 2002 and 2001, the Company recorded
equity  loss  and  income  of  $794,000  and  $597,000,  respectively  from  its
ownership  interest  in  Mountain Resort and Mountain Springs.  The Company also
recorded  equity  losses  of $267,000 and $1,032,000 from its equity interest in
Kettle  Valley  for  the  nine  months  ended  September  30,  2002  and  2001,
respectively.  See below for a discussion of the operating results of these real
estate  companies.

Kirkwood  Mountain  Resort  Operating  Results
----------------------------------------------

Kirkwood  Mountain Resort is primarily a ski and mountain recreation resort with
more  than  2,000 acres of terrain, located approximately 32 miles south of Lake
Tahoe.  The  resort  receives  approximately 70% of its revenues from winter ski
operations,  primarily  ski, lodging, retail and food and beverage services with
the  remainder  of  the  revenues  generated  from  summer  outdoor  activities,
including  mountain  biking,  hiking  and  other  activities.  Other  operations
include  a real estate development division, which has developed and is managing
a  40-unit  condominium residential and commercial building, an electric and gas
utility  company,  which  operates  as  a regulated utility company and provides
electric and gas services to the Kirkwood community, and a real estate brokerage
company.

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  revenues  of  approximately  $2,082,000  and  $22,558,000,
respectively,  compared  to revenues of approximately $1,843,000 and $22,412,000
for  the same periods in 2001.  The increase in total revenues from 2001 to 2002
for  the  three and nine month periods ended September 30, 2002 compared to 2001
of  approximately  $239,000  and  $146,000,  respectively,  is  the result of an
increase in ski-related revenues offset by a decrease in residential-related and
other  operations  revenues.  Ski-related  revenues  increased  approximately
$2,509,000  in  the  nine  months  ended September 30, 2002 compared to the same
period  of  2001.  The  increase  in ski-related revenues resulted from improved
weather  conditions  during  the  winter  season,  which  attracted more skiers.
Residential-related  and  other  operations  revenues  decreased  approximately
$2,364,000  for the nine months ended 2002 as compared to 2001.  The decrease in
residential-related  and other operations revenues was primarily attributable to
a  reduction  in  the  number of condominium sales during 2002 compared to 2001.

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  expenses  of  approximately  $4,583,000  and  $21,147,000
respectively,  compared to expenses of approximately $4,395,000 and $21,794,000,
respectively  for  the  same periods of 2001.  The decrease in total expenses of
$647,000  for  the  nine  months  ended  September 30, 2002 compared to the same
periods  in  2001  is  the result of a decrease in residential-related and other
non-operating  expenses  largely  offset by an increase in ski-related expenses.
Ski-related  expenses  increased  approximately  $1,751,000  as  a result of the
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased  approximately  $2,398,000 primarily as a
result  of  a  decrease in cost of sales from condominium units sold in the nine
months  ended September 30, 2002 as compared to the same period in 2001, as also
discussed  above.

Mountain  Springs  Operating  Results
-------------------------------------

Mountain Springs, through a wholly owned subsidiary, owns a controlling interest
in  DSC/Purgatory LLC ("Purgatory") in Durango, Colorado. Purgatory is a ski and
mountain recreation resort covering 2,500 acres, situated on 40 miles of terrain
with  75  ski  trails  located  near  Durango,  Colorado. Purgatory receives the
majority  of  its  revenues  from winter ski operations, primarily ski, lodging,
retail  and food and beverage services, with the remainder of revenues generated
from  summer  outdoor  activities,  such  as alpine sliding and mountain biking.

During  the  three  and nine months ended September 30, 2002, Purgatory recorded
total  revenues  of  approximately  $1,166,000  and  $11,048,000,  respectively,
compared  to  revenues  of  approximately  $868,000 and $12,015,000 for the same
periods  of  2001.  Revenues  increased  by  $298,000 for the three months ended
September  30, 2002 compared to the same period in 2001 due to additional summer
programs  offered  at  the  resort.  Revenue  decreased by $967,000 for the nine
months  ended  September  30, 2002 as compared to the same period in 2001 due to
unfavorable  weather  conditions during the winter season, which attracted fewer
skiers.

Total  expenses  were approximately $3,271,000 and $12,556,000 for the three and
nine  months  ended  September  30,  2002, respectively, compared to expenses of
approximately  $2,966,000  and  $11,542,000  for  the same periods in 2001.  The
increase  in  total  expenses  for the three and nine months ended September 30,
2002  compared  to  the  same  periods  in  2001  of  approximately $305,000 and
$1,014,000  is  primarily  the  result  of  costs  incurred related to increased
airline  subsidies.

EFG/Kettle  Valley  Operating  Results
--------------------------------------

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  that  is  zoned  for 1,120 residential units in addition to commercial
space.  To  date,  123  residential  units  have  been  constructed  and  sold.

During  the  three  and  nine  months  ended September 30, 2002, KVD LP recorded
revenues  of  approximately $1,004,000 and $2,291,000, respectively, compared to
$767,000  and  $1,952,000,  respectively,  for  the  same  periods in 2001.  The
increase  in  revenues  is the result of an increase in the number of lot sales.

KVD LP incurred total expenses of approximately $1,163,000 and $2,662,000 during
the  three  and  nine months ended September 30, 2002, respectively, compared to
expenses  of  approximately  $798,000 and $2,747,000, respectively, for the same
periods  in  2001.  The  decrease in expenses in the nine months ended September
30,  2002  is  the  result of an increase in real estate cost of sales resulting
from  an  increase  in the number of lot sales, as discussed above, offset by an
impairment  in the land carrying value of approximately $500,000 recorded in the
nine  months  ended September 30, 2001.  There was no impairment recorded in the
three  and  nine  months  ended  September  30,  2002.

Kettle Valley owns a 49.9% interest in a company which, through two wholly-owned
subsidiaries,  owns  a  99.9%  interest  in  KVD  LP.  For the nine months ended
September  30, 2002, in addition to its share of the loss of KVD LP, the Trust's
net  loss  from  Kettle Valley includes a loss of $84,000 reflecting the Trust's
share  of  the  operating  results  of  one  of  the  Company's  wholly-owned
subsidiaries.

DEPRECIATION  EXPENSE.  Depreciation  expense  was  $284,000 for the nine months
ended  September  30,  2002  and  2001.  Depreciation  expense  results  from
depreciation  of  the  two  commercial  buildings owned by the Company which are
discussed  above.  The  Company  also  owns  270  acres of undeveloped land near
Malibu,  California,  called  Rancho  Malibu.  There was no depreciation expense
related  to this property as it remains under development at September 30, 2002.

WRITE-DOWN  OF  IMPAIRED ASSETS.  During 2001, the Company recorded a write-down
of  $2,526,000  associated with the Malibu property.  It is the Company's policy
to  reduce  the carrying value of real estate held for development and sale when
events  or  circumstances  indicate  that  future  undiscounted  cashflows  are
estimated  to  be insufficient to recover the carrying value of the real estate.
The  amount  of  the  write-down  is  equivalent  to  the difference between the
estimated  fair  value  of  the property confirmed less the cost to sell and its
unadjusted  carrying  value.

OPERATING  EXPENSES.  Operating  expenses were $196,000 and $51,000 for the nine
months  ended  September  30,  2002  and 2001, respectively.  Operating expenses
consist  primarily  general  and  administrative expenses, which include salary,
management  fees  and  office  related  expenses  resulting  from  the Company's
ownership  of  two  commercial  leasing  buildings located in Washington, DC and
Sydney,  Australia.  The  increase  in operating expenses is attributable to tax
expenses recorded associated with international tax payments due on the property
leased  in  Sydney,  Australia.

INTEREST EXPENSE.  Interest expense was $297,000 and $319,000, respectively, for
the  nine months ended September 30, 2002 and 2001.  Interest expense relates to
the  interest  on  indebtedness acquired to finance the original construction of
the  Company's  two commercial buildings.  The decrease in interest expense from
2001  to  2002  is attributable to principal payments made during the year which
decreased  the  total  outstanding  balance  of  the  notes  payable.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  owns  a  controlling  interest  in several different corporations,
partnerships  and  trusts  including:  the  AFG Trusts, MILPI Holdings, LLC, EFG
Kirkwood  and  the  AFG International Limited Partnerships.  The availability to
Semele  of  cash  held  by  the  AFG  Trusts,  MILPI  Holdings,  LLC and the AFG
International  Limited  Partnerships is subject to terms and conditions over the
use  and  disbursement  of  cash  and  other matters contained in the respective
agreements  that  govern  those  entities.   Moreover,  the  Company  has voting
control  over most matters concerning these entities, including the declaration,
authorization,  and  amount  of  cash  distributions.

EQUIPMENT  LEASING  OPERATIONS
------------------------------

Each  of  the AFG Trusts is a Delaware business trust whose form of organization
and  management is similar to that of a limited partnership.  The AFG Trusts are
limited-life  entities  and  have  the  following  scheduled  dissolution dates:

AFG  Investment  Trust  A-  December  31,  2003  (*)
AFG  Investment  Trust  B-  December  31,  2003  (*)
AFG  Investment  Trust  C-  December  31,  2004
AFG  Investment  Trust  D-  December  31,  2006

(*)  In  December  2001, Trust A and Trust B filed Form 8-Ks with the Securities
Exchange Commission ("SEC"), stating that the managing trustee of the Trusts had
resolved to cause the Trust to dispose of its assets prior to December 31, 2003.
Upon  consummation  of  the sale of its assets, the Trusts will be dissolved and
the  proceeds  thereof  will  be  applied and distributed in accordance with the
terms  of the Trusts' operating agreements.  Reasonable reserves may be withheld
for  pay  for  the  liabilities  of  the  Trusts.

ARISTON  CORPORATION:  In  1998,  the  Company  acquired  Ariston  which  has an
ownership  interest  in  11  partnerships,  (the  "Partnerships") engaged in the
equipment  leasing  business.  Ariston's  percentage  interest for each interest
varies from less than 1% to 16%.  During 2002, the Partnerships adopted a formal
plan  of  liquidation  and paid an initial distribution to their investors.  For
the three and nine months ended September 30, 2002, Ariston received $600,000 in
distributions  from the Partnerships.  Money received from the Partnerships will
be  distributed  to Semele which is required to use it to amortize the principal
and  interest  balance  of  the  $10,450,000  note  payable  to  EFG.

AFG  TRUSTS:  The  AFG  Trusts' principal operating activities have been derived
from  asset  rental transactions.  Accordingly, the AFG Trusts' principal source
of  cash  from operations is provided by the collection of periodic rents. These
cash  inflows  are  used  to  satisfy  debt  service obligations associated with
leveraged  leases,  and  to  pay  management  fees and operating costs.  The AFG
Trusts' operating activities generated net cash inflows of $724,000 for the nine
months  ended  September  30, 2002.  Future renewal, re-lease and equipment sale
activities will continue to cause a decline in the AFG Trusts' lease revenue and
corresponding  sources  of  operating  cash.  Expenses  associated  with  rental
activities,  such  as  management  fees,  will  also  decline  as the AFG Trusts
remarket  their  equipment.

At  lease  inception,  the  AFG  Trusts'  equipment  was  leased  by a number of
creditworthy,  investment-grade  companies and, to date, the AFG Trusts have not
experienced  any  material  collection  problems  and  have  not  considered  it
necessary  to  provide  an  allowance  for doubtful accounts.  Notwithstanding a
positive  collection  history,  there is no assurance that all future contracted
rents  will  be  collected or that the credit quality of the AFG Trusts' lessees
will  be  maintained.  The credit quality of an individual lease may deteriorate
after  the  lease is entered into. Collection risk could increase in the future,
particularly  as  the  AFG  Trusts  remarket  their equipment and enter re-lease
agreements  with  different  lessees.  The  AFG  Trusts'  managing  trustee will
continue  to  evaluate  and  monitor  the  AFG  Trusts' experience in collecting
accounts  receivable  to  determine  whether  a  future  allowance  for doubtful
accounts  may  become  appropriate.

During  the  nine  months  ended September 30, 2002, the AFG Trusts realized net
cash  proceeds  from  equipment  sales  of  $2,772,000.

At  September  30,  2002, the AFG Trusts were due aggregate future minimum lease
payments  of  $13,113,000  from contractual lease agreements, a portion of which
will  be used to amortize the principal balance of notes payable of $43,559,000.
Additional  cash  inflows  will  be realized from future remarketing activities,
such  as  lease  renewals  and  equipment  sales, the timing and extent of which
cannot  be  predicted  with certainty.  This is because the timing and extent of
equipment  sales is often dependent upon the needs and interests of the existing
lessees.  Some  lessees  may choose to renew their lease contracts, while others
may elect to return the equipment.  In the latter instances, the equipment could
be  re-leased to another lessee or sold to a third party.  Accordingly, the cash
flows  of  the  AFG  Trusts  will become less predictable as the Trusts remarket
their  equipment.

In the future, the nature of the AFG Trusts' operations and principal cash flows
will continue to shift from rental receipts to equipment sale proceeds.  As this
occurs,  the  AFG  Trusts'  cash  flows resulting from equipment investments may
become more volatile in that certain of the AFG Trusts' equipment leases will be
renewed  and  certain  of its assets will be sold. In some cases, the AFG Trusts
may  be required to expend funds to refurbish or otherwise improve the equipment
being  remarketed  in  order  to make it more desirable to a potential lessee or
purchaser.  The  AFG  Trusts' advisor, EFG, and the AFG Trusts' managing trustee
will  attempt  to  monitor  and  manage  these  events  in order to maximize the
residual  value  of  the  Trust's  equipment and will consider these factors, in
addition  to  the  collection  of contractual rents, the retirement of scheduled
indebtedness,  and  the  AFG  Trusts'  future  working  capital requirements, in
establishing  the  amount  and  timing  of  future  cash  distributions.

Future  inflows  of cash from equipment disposals will vary in timing and amount
and  will be influenced by many factors including, but not limited to, frequency
and timing of lease expirations, the type of equipment being sold, its condition
and  age,  and  future  market  conditions.

The AFG Trusts obtained long-term financing in connection with certain equipment
leases.  The  origination  of such indebtedness and the subsequent repayments of
principal  are  reported  as  components of financing activities in accompanying
Consolidated Statements of Cash Flows.  Generally, each note payable is recourse
only  to  the  specific  equipment  financed  and to the minimum rental payments
contracted  to  be  received  during  the debt amortization period, which period
generally  coincides with the lease term.  The amount of cash used to repay debt
obligations  may  fluctuate  in the future due to the financing of assets, which
may  be  acquired.  The  AFG  Trusts  have  balloon  payment debt obligations of
$32,000,000 as of September 30, 2002 which is due at the expiration of the lease
terms  related to an aircraft leased to Scandanavian Airlines System ("SAS"), in
December  2003  and  an aircraft leased to Cygnus Air, S.A. ("Cygnus"), in 2006.
In  April  2002,  AFG  Investment Trust D executed an agreement with an existing
lessee,  Emery  Worldwide ("Emery"), to early terminate the lease of a McDonnell
Douglas  DC-8-73  aircraft  that  had  been  scheduled  to  expire in July 2002.
Subsequent  to  the  termination  of  the  lease,  the aircraft was re-leased to
Cygnus.  The trust amended its debt agreement collateralized by the aircraft and
assigned  the  lease payments to the lender.  The trust received additional debt
proceeds  of  $316,000 which were used to perform repairs and maintenance on the
aircraft.

In  December  2000,  the  AFG  Trusts formed MILPI Holdings, which formed MAC, a
wholly-owned  subsidiary.  The  Trusts  collectively  paid  $1,200,000 for their
membership interest in MILPI Holdings and MILPI Holdings purchased the shares of
MAC  for  an  aggregate  purchase price of $1,200,000 at December 31, 2000.  MAC
entered  into  a  definitive  agreement  with  PLM,  a publicly traded equipment
leasing and asset management company, for the purpose of acquiring up to 100% of
the  outstanding common stock of PLM, for an approximate purchase price of up to
$27,000,000.  In  connection  with  the  acquisition,  on December 29, 2000, MAC
commenced  a  tender  offer  to purchase any and all of PLM's outstanding common
stock.

Pursuant  to  the  cash  tender  offer,  MAC acquired approximately 83% of PLM's
outstanding  common  stock  in  February  2001  for  a  total  purchase price of
approximately $21,800,000.  The assets of PLM included cash and cash equivalents
of approximately $4,400,000.  On February 6, 2002, MAC completed its acquisition
of  PLM  through  the  acquisition  of  the remaining 17% of the outstanding PLM
common  stock  and  by  effecting  a  merger  of  MAC  into PLM, with PLM as the
surviving  entity.  The  merger  was completed when MAC obtained approval of the
merger from PLM's shareholders pursuant to a special shareholder's meeting.  The
remaining  17%  of  the  outstanding  PLM  common  stock  was  purchased  for
approximately  $4,400,000.  Concurrent  with  the  completion of the merger, PLM
ceased  to  be  publicly  traded.  The  $4,400,000  of  funds were obtained from
existing  resources and internally generated funds of AFG Investment Trust C and
AFG Investment Trust D ("Trusts C and D") and by means of two 364 day, unsecured
loans  from  PLM  to  Trusts  C and D aggregating $1,300,000.  The loans have an
interest  rate  of  LIBOR  plus  200  basis  points.

Mr. Engle controls the timing and authorization of cash distributions to be paid
from  all  of  the  affiliates  upon which amortization of the Company's related
party debt obligations is predominantly dependent.  Moreover, as a result of the
issuance  of  common  stock  in connection with the Equis II acquisition, voting
control  of  the Company is vested in Mr. Engle and Mr. Coyne.  At September 30,
2002,  Mr.  Engle owns or controls 35.4% and Mr. Coyne owns or controls 17.6% of
the  Company's  outstanding  common  stock.

MILPI  HOLDINGS, LLC:  As described above, at September 30, 2002, MILPI Holdings
owns  100% of the outstanding common stock of PLM.  PLM's cash requirements have
historically  been  satisfied through cash flow from operations, borrowings, and
the sale of equipment and business segments.  The level of liquidity in 2002 and
beyond  will  depend,  in part, on the management of existing sponsored programs
and  the  effectiveness  of cost control programs.  Management believes PLM will
have  sufficient  liquidity  and  capital  resources  for  the  future.

During  the  nine months ended September 30, 2002, the cash and cash equivalents
of  MILPI  Holdings  decreased  by  $6,615,000.  The  decrease during the period
resulted from $9,275,000 used in MILPI Holdings' investment activities offset by
$2,600,000  of net cash provided by operating and financing activities.  The net
cash  used  in  investment  activities  primarily  reflects  MILPI  Holdings'
acquisition  of  the remaining 17% of the common stock of PLM for $4,363,000 and
the  related  loans  made  by  PLM to Trusts C and D for $1,345,000 as discussed
above.  In  addition, investment activities also included the purchase of assets
held  for  sale  during the three months ended September 30, 2002 for $4,830,000
and  distributions  of  $1,274,000  from its managed programs.  Cash provided by
operating  and  financing  activities  consisted  of  capital  contributions  of
$4,363,000  from  Trusts  C and D, which were utilized to acquire the additional
PLM  common  stock  offset  by  a dividend of $2,667,000 paid to the AFG Trusts.

PLM  has  a  $10,000,000  warehouse facility, which is shared with PLM Equipment
Growth  Fund VI, PLM Equipment Growth & Income Fund VII, and Fund I, that allows
PLM  to  purchase  equipment  prior  to  its  designation to a specific program.
Borrowings under this facility by the other eligible borrowers reduce the amount
available  to  be  borrowed  by  PLM.  All  borrowings  under  this facility are
guaranteed  by PLM.  This facility provides for financing up to 100% of the cost
of  the asset.  Interest accrues at prime or LIBOR plus 200 basis points, at the
option of PLM. Borrowings under this facility may be outstanding up to 270 days.
In  July  2002,  PLM  reached  an  agreement with the lenders of the $10,000,000
warehouse  facility  to  extend  the  expiration  date  to  June  30, 2003.  All
borrowings must be repaid upon the expiration of this facility.  As of September
30,  2002,  PLM had no borrowings outstanding under this facility and there were
no  borrowings  outstanding  under this facility by any other eligible borrower.

In  March  2001, the Internal Revenue Service ("IRS") notified PLM that it would
conduct  an  audit of certain Forms 1042, Annual Withholding Tax Return for U.S.
Source  Income  of  Foreign Persons.  The audit related to payments to unrelated
foreign  entities  made by two partnerships in which PLM formerly held interests
as the 100% direct and indirect owner.  One partnership's audit related to Forms
1042  for  the  years  1997,  1998 and 1999, while the other partnership's audit
related  to  Forms 1042 for the years 1998 and 1999.  In September 2002, the IRS
notified  PLM  that  they  have  completed  their examination of the related tax
returns  and  that  they  have  assessed  no  changes  to  the  reported  taxes.

During  2001,  the  lessee  of seven Stage II Boeing 737-200 commercial aircraft
owned  by  three of the EGF Programs notified the PLM of its intention to return
their  aircraft.  The lessee is located in Brazil, a country experiencing severe
economic  difficulty.  As  of  September 30, 2002, the lessee was thirteen lease
payments  in arrears to the Programs.  The Programs have a security deposit from
this  lessee  that  could  be  used  to pay a portion of the amount due.  During
October 2001, PLM sent a notification of default to the lessee.  The lease, with
an  expiration  date  of October 2002, has certain return condition requirements
for  the  aircraft.  The  program  recorded  an  allowance for bad debts for the
amount  due  less  the  security  deposit.  During  October 2002, PLM reached an
agreement  with  the lessee of this aircraft for the past due lease payments and
agreed  to  re-lease four of these aircraft to this lessee until March 2003 at a
lower  lease  rate.  In  order  to  give  the lessee an incentive to make timely
payments in accordance with the agreement, PLM gave the lessee a discount on the
total  amount  due.  If  the lessee fails to comply with the payment schedule in
the  agreement,  the discount provision will be waived and the full amount again
becomes  payable.  The lessee made an initial payment during October 2002, to be
followed  by  23  equal monthly installments beginning in November 2002.  Unpaid
outstanding  amounts  will  accrue  interest at a rate of 5%.  PLM will record a
management  fee  related  to  future  cash  receipts  when  received.

A  PLM  Partnership  owns  two  DHC-8-102 commuter aircraft that were on a lease
through  February 2003 to Allegheny Airlines, Inc., a wholly owned subsidiary of
US  Airways  Inc.,  both  of  which  declared bankruptcy on August 11, 2002.  At
September 30, 2002, Allegheny Airlines, Inc. was three lease payments in arrears
to  the Programs.  On October 9, 2002, PLM received notification that the leases
for  the two aircraft had been rejected and the aircraft would be returned.  The
aircraft  are  currently  in storage and are being remarketed for lease or sale.
Given  the  current  oversupply of aircraft, these aircraft may remain off-lease
for  the  foreseeable future.  The General Partner recorded an allowance for bad
debts  for  the  amount  due.

REAL  ESTATE  OPERATIONS
------------------------

RANCHO  MALIBU:  The  Company  indirectly  owns  approximately  274  acres  of
undeveloped  land  north  of  Malibu,  California  called  Rancho  Malibu.
Approximately  40  acres  of the property are zoned for development of a 46-unit
residential  community.  The  remainder is divided as follows: (i) 167 acres are
dedicated  to  a  public  agency,  (ii)  47  acres  are  deed  restricted within
privately-owned  lots,  and  (iii) 20 acres are preserved as private open space.
The Company capitalized approximately $1,717,000 of costs during the nine months
ended  September  30, 2002.  In June 2002, the Company has obtained all transfer
development  credits  and  has  begun  development of the property.  The Company
continues to seek joint venture partners to finance the remaining development of
the  property.  The  Company's  ability  to develop the property is dependent on
obtaining  additional  financing.

In  March 2002, Trusts C and D formed C & D IT LLC, a Delaware limited liability
company, as a 50%/50% owned and managed joint venture.  The joint venture made a
conditional  contribution  of  $2,000,000  to BMLF/BSLF II Rancho Malibu Limited
Partnership  ("Rancho  Malibu  Limited  Partnership") in exchange for 25% of the
interests  in  the  partnership  that  holds  title to Rancho Malibu.  The joint
venture  has  the  right  to  demand  the  return of its contribution if certain
conditions are not met including the sale of Semele's interests in Rancho Malibu
limited  partnership  to  a  subsidiary  of  PLM.  The  C  & D Joint Venture was
admitted  to  Rancho Malibu Limited Partnership as a co-managing general partner
pursuant  to  the  terms  of  an  amendment to Rancho Malibu Limited Partnership
Agreement.  The  other  partners in Rancho Malibu Limited Partnership are Semele
and  its  wholly-owned  subsidiary,  Rancho  Malibu Corp., the other co-managing
general  partner.  The  trusts  ownership  in  Rancho  Malibu  is  eliminated in
consolidation.

Rancho  Malibu  Limited  Partnership  holds title to the 274-acre parcel of land
near  Malibu,  California  and  is  developing  it  as  a  single-family  luxury
residential  subdivision.  The  conditional C & D Joint Venture Contribution was
made  to  assure  participation in the future development of the parcel.  It was
made  subject  to obtaining consent of the beneficiaries of each of the Trusts C
and  D.  The  C  &  D  Joint  Venture  contribution is also conditioned upon the
consummation  of  a transaction pursuant to which Semele and Rancho Malibu Corp.
will contribute all of the partnership interests that they hold in Rancho Malibu
Limited  Partnership along with 100% of the membership interests Semele holds in
RM  Financing  LLC  to RMLP, Inc., a newly formed subsidiary of PLM, in exchange
for  $5,500,000  in  cash, a $2,500,000 promissory note and 182 shares of common
stock  of  RMLP,  Inc., which is approximately a 21% interest in RMLP, Inc.  The
sole  asset  of RM Financing LLC is a Note dated December 31, 1990 (the "Note").
The  Note  was  held  by  Semele's  predecessor  when  it took a deed in lieu of
foreclosure  on the property from the original owner.  The unpaid balance of the
Note  is  $14,250,000  plus  accrued  interest  as  of  September  30,  2002.

The  C & D Joint Venture possesses the right to withdraw the C & D Joint Venture
Contribution from Rancho Malibu Limited Partnership if the transactions have not
taken  place  within  ninety  days  of  the  receipt  by  Rancho  Malibu Limited
Partnership  of  notice from the C & D Joint Venture that the requisite consents
of the beneficiaries of the Trust and Trust C have been received.  This right of
the  C  &  D Joint Venture is secured by a pledge of 50% of the capital stock of
Rancho  Malibu  Corp.  and  50%  of  the  interests  in  Rancho  Malibu  Limited
Partnership  held  by  Semele  and  Rancho  Malibu  Corp.

The  Company's  involvement in real estate development also introduces financial
risks,  including  the  potential  need  to joint venture and/or borrow funds to
develop the real estate projects.  While the Company's management presently does
not foresee any unusual risks in this regard, it is possible that factors beyond
the control of the Company, its affiliates and joint venture partners, such as a
tightening  credit  environment,  could  limit  or  reduce its ability to secure
adequate  credit  facilities  at a time when they might be needed in the future.

EFG  KIRKWOOD:  The  AFG  Trusts  and Semele collectively expended approximately
$10,700,000  to  acquire  their  respective  interests in EFG Kirkwood LLC ("EFG
Kirkwood"),  a  wholly-owned subsidiary which has an indirect ownership interest
in  two  winter resorts: Mountain Resort and Mountain Springs.  Mountain Resort,
through  four wholly-owned subsidiaries, owns and operates the Kirkwood Mountain
Resort,  a  ski  resort  located  in  northern California, a public utility that
services  the  local  community,  and  land  that  is  held  for residential and
commercial  development.  Mountain  Springs,  through a wholly-owned subsidiary,
owns  a  controlling  interest  in  Purgatory  Ski  Resort in Durango, Colorado.
During  the  nine  months  ended  September  30,  2002,  EFG Kirkwood received a
preferred  stock  distribution  of  $640,000  from Mountain Resort Holdings, LL.

The risks generally associated with real estate include, without limitation, the
existence of senior financing or other liens on the properties, general or local
economic  conditions,  property  values, the sale of properties, interest rates,
real  estate  taxes,  other  operating  expenses,  the  supply  and  demand  for
properties  involved,  zoning  and environmental laws and regulations, and other
governmental  rules.

The  ski  resorts  are  subject  to a number of risks, including weather-related
risks.  The  ski  resort  business  is  seasonal in nature and insufficient snow
during  the  winter  season  can  adversely  affect the profitability of a given
resort.   Many  operators  of  ski  resorts have greater financial resources and
experience  in  the  industry  than  either  the  Company  or  its  partners.

The  events  of  September 11, 2001, along with a change in the general economic
conditions  in the United States, have continued to adversely affect the tourism
market.  The  Company  is monitoring developments in the tourism market and will
continue  to evaluate potential implications to the Company's financial position
and  future  liquidity.

The  Company's  real estate activities involve several risks, including, but not
limited  to,  market  factors that could influence the demand for and pricing of
the Company's residential development projects.  Rancho Malibu is intended to be
a  high-end  residential  community.  Kettle  Valley is a large-scale community,
offering  single-family  homes  priced  from approximately $160,000 to $220,000.
This  project  is located in British Columbia, Canada and, therefore, subject to
economic  and  market  factors  not  necessarily  similar to those in the United
States.  Adverse  developments  in  general  economic  conditions  could  have a
negative  affect  on the marketability of either Rancho Malibu or Kettle Valley.

OTHER  OPERATIONS
-----------------

SEMELE  GROUP,  INC:  Semele  Group,  Inc.  has  approximately  $34,949,000  in
affiliated  debt  associated  with  the  acquisition  and  financing  of several
operations.  Approximately  $23,414,000 of the affiliated debt is due within one
year  as of  September 30, 2002.  The Company plans on extending the term of the
notes  each  year  as  the  principal  portion  of  the  notes  become  due.

The  Company  does  not anticipate any near term incremental free cash flow as a
result  of its acquisitions from related parties described above and the Company
is  currently  relying on the continued extension of maturity dates of the notes
payable  to  Gary  D.  Engle,  James  A.  Coyne  and  affiliated  companies.
Substantially  all  of the net cash flow generated by these acquisitions will be
used  to  repay  corresponding  purchase  price  indebtedness.

FORWARD  OUTLOOK

Several  factors  may  affect  the  Company's  operating  performance during the
remainder  of  2002  including:

changes  in  the  markets  for  the  Company's  leasing  equipment,
changes  in  the  regulatory  environment  in which that equipment operates, and
changes  in  the  real  estate  markets

The  events  of September 11, 2001, along with a recession in the United States,
have  continued  to  adversely  affect  the  market demand for both new and used
commercial  aircraft  and  weakened  the financial position of several airlines.
Management  of  the  Company  believes that there is a significant oversupply of
commercial  aircraft  available  and that this oversupply will continue for some
time.  The  events  have  had  a negative impact on the fair market value of the
equipment  owned  by  the  Trusts  and  the  partnerships  managed  by  PLM.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent upon many factors, including the condition and type of equipment being
sold  and  its  marketability  at the time of sale.  Changing market conditions,
industry  trends,  technological advances, and many other events can converge to
enhance  or detract from asset values at any given time.  Management attempts to
monitor  these  changes  in  order  to  identify  opportunities  which  may  be
advantageous  to the Company and which will maximize total cash returns for each
asset.

The  ultimate  economic  return  from  the  sale  of  the  Company's real estate
interests  is  dependent  upon  may  factors,  include,  without limitation, the
general  or  local economic conditions, property values, the sale of properties,
interest  rates,  real  estate  taxes,  other operating expenses, the supply and
demand  for  properties involved, zoning and environmental laws and regulations,
and  other  governmental  rules.

Management will continue to monitor and manage these events in order to maximize
the  residual value of the Company's equipment and the return from the Company's
real  estate  interests,  and  will  consider  these factors, in addition to the
collection  of  contractual rents, the retirement of scheduled indebtedness, and
the  Company's  future  working capital requirements, in establishing the amount
and  timing  of  future  cash  distributions.

The  amount  of  future  operating  expenses cannot be predicted with certainty;
however,  such expenses are usually higher during the acquisition or liquidation
of  assets.  Other  fluctuations  typically  occur in relation to the volume and
timing  of  remarketing  activities.

In  addition, Future lease term expirations and equipment sales will result in a
reduction  in  lease  revenue  recognized.  Management fees are also expected to
decrease  as the older investment programs liquidate their equipment portfolios.

It  cannot  be determined whether future sales of equipment will result in a net
gain  or  a net loss to the Company, as such transactions will be dependent upon
the condition and type of equipment being sold and its marketability at the time
of  sale.  In  addition,  the  amount  of  gain  or  loss reported for financial
statement  purposes  is  partly  a  function  of  the  amount  of  accumulated
depreciation  associated  with  the  equipment  being  sold.

The  ultimate  residual  value  for any type of equipment is dependent upon many
factors,  including  EFG's  ability  to  sell  and re-lease equipment.  Changing
market  conditions,  industry trends, technology advances, and many other events
can  converge  to  enhance  or detract from asset values at any given time.  EFG
attempts  to  monitor these changes in order to identify opportunities which may
be  advantageous  to  the Company and which will maximize total cash returns for
each  asset.

ITEM  4.  CONTROLS  AND  PROCEDURES
          -------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-QSB,  the  Company's  Principal Executive Officer and Chief Financial Officer
have  concluded  that  the  Company's  disclosure  controls  and  procedures are
effective  to  ensure  that  information required to be disclosed in the reports
that  the  Company files or submits under the Securities Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.  There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to  the date of their
evaluation.



<PAGE>

<PAGE>

PART  II  -  OTHER  INFORMATION
-------------------------------

Item  1.          Legal  Proceedings
          None

Item  2.          Changes  in  Securities  and  Use  of  Proceeds
          None

Item  3.          Defaults  upon  Senior  Securities
          None

Item  4.          Submission  of  Matters  to  a  Vote  of  Security  Holders


The  Company's  Special Meeting of stockholders was held on October 9, 2002.  At
the  Special  Meeting  the  following  proposals  were  approved:

1.     Election  of  Directors:
<TABLE>
<CAPTION>


                       Number of Shares
                             For         Against  Abstained
                       ----------------  -------  ---------
<S>                    <C>               <C>      <C>
Joseph W. Bartlett            1,320,040   28,164          0
Robert M. Ungerleider         1,320,090   28,114          0
</TABLE>


2.     Approval  of Ernst & Young LLP as Independent Auditors for the year ended
December  31,  2002:
<TABLE>
<CAPTION>


         Number of Shares
         ----------------
<S>      <C>
For             1,341,077
Against             5,180
Abstain             5,180
</TABLE>



Item  5.          Other  Information
          None

Item  6.          Exhibits:

(b)     A  list  of  exhibits  filed or incorporated by reference is as follows:


10.20     Operating  and  Joint Venture Agreement between AFG Investment Trust C
and  AFG  Investment  Trust  D  dated  March  1st,  2002.

10.21     Amendment  to  partnership  agreement  of  BMIF/BSLF  II Rancho Malibu
Limited  Partnership  dated  March  5th,  2002.

10.22     Warehousing  Credit  Agreement  among  PLM  International,  Inc.,  PLM
Equipment  Growth  Fund VI, PLM Equipment Growth & Income Fund VII, Professional
Lease  Management  Income  Fund I, LLC, and Imperial Bank and PFF Bank and Trust
dated  April  13,  2001  (filed  with  the Securities and Exchange Commission as
Exhibit  No. 10.1 to PLM Equipment Growth Fund V's Report on Form 10-Q dated May
8th,  2002  is  incorporated  herein  by  reference).

10.23     First amendment to the Warehousing Credit Agreement dated December 21,
2001  (filed  with the Securities and Exchange Commission as Exhibit No. 10.2 to
PLM  Equipment  Growth  Fund  V's  Report  on  Form  10-Q dated May 8th, 2002 is
incorporated  herein  by  reference).

10.24     Second amendment to the Warehousing Credit Agreement dated April 12th,
2001  (filed  with the Securities and Exchange Commission as Exhibit No. 10.3 to
PLM  Equipment  Growth  Fund  V's  Report  on  Form  10-Q dated May 8th, 2002 is
incorporated  herein  by  reference).

10.25             Third amendment to the Warehousing Credit Agreement dated July
11,  2002.


99.1     Certification  Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant
to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

99.2     Certification  Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant
to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

(b)     The  Company  filed  one  Form  8-K  dated  November  19,  2002 with the
Securities  and  Exchange  Commission  on  November  19,  2002.

<PAGE>

                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  there-unto  duly  authorized.


SEMELE  GROUP  INC.




By:     /s/  Gary  D.  Engle     Date:  November  26,  2002
     Gary  D.  Engle,  Chairman,  Chief  Executive
     Officer  and  Director


By:     /s/  James  A.  Coyne     Date:  November  26,  2002
     James  A.  Coyne,  President,  Chief  Operating
     Officer  and  Director


By:     /s/  Rick  Brock     Date:  November  26,  2002
     Rick  Brock,
     Chief  Financial  Officer  and  Treasurer



<PAGE>

CERTIFICATION:

I,  Gary  D.  Engle,  certify  that:

1.     I  have  reviewed  this  quarterly report on Form 10-QSB of Semele Group,
Inc.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is
being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

d)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

e)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


                    /s/  Gary  D.  Engle
                    --------------------
                    Gary  D.  Engle
                    Chairman,  Chief  Executive  Officer  and  Director
                                    November  26,  2002

<PAGE>

CERTIFICATION:

I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed  this  quarterly report on Form 10-QSB of Semele Group,
Inc.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

d)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

e)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

                    /s/  Richard  K  Brock
                    ----------------------
                    Richard  K  Brock
                    Chief  Financial  Officer  and  Director
                    November  26,  2002

<PAGE>


                                  EXHIBIT INDEX



99.1          Certificate  of Chief Executive Officer pursuant to Section 906 of
Sarbanes  -  Oxley  Act

99.2          Certificate  of Chief Financial Officer pursuant to Section 906 of
Sarbanes  -  Oxley  Act