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

                                  FORM 10-QSB/A



[  X  ]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
     THE  SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  quarterly  period  ended  March  31,  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  May  15,  2002:  2,078,718


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










<PAGE>





                                SEMELE GROUP INC.

                                  FORM 10-QSB/A

                                      INDEX

<TABLE>
<CAPTION>



                                                                                   Page
                                                                                   ----

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

  Consolidated balance sheets at March 31, 2002 and December 31, 2001                 3

  Consolidated statements of operations for the three months
  ended March 31, 2002 and 2001                                                       4

  Consolidated statement of stockholders' capital (deficit) for the three months
   ended  March 31, 2002                                                              5

  Consolidated statements of cash flows for the three months
  ended March 31, 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                                    21


PART II.  OTHER INFORMATION:

Items 1 - 6                                                                          31

Signatures                                                                           32
</TABLE>




<PAGE>
------

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

PART  I  -  FINANCIAL  INFORMATION
----------------------------------
ITEM  1.  FINANCIAL  STATEMENTS
          ---------------------
                                SEMELE GROUP INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                            March 31,
                                                                               2002        December 31,
                                                                           (Restated)         2001
                                                                          --------------  --------------
<S>                                                                       <C>             <C>
ASSETS
Cash and cash equivalents                                                 $  15,437,368   $  19,953,899
Restricted cash                                                                 453,547         452,370
Rents and other receivables                                                   1,518,555       1,183,127
Due from affiliates                                                           4,815,435       4,624,498
Equipment held for lease, net of accumulated depreciation
  of $64,023,262 and $62,491,363 at March 31, 2002 and
  December 31, 2001, respectively                                            50,942,473      53,385,432
Real estate held for development and sale                                    11,745,858      11,279,856
Land                                                                          1,929,000       1,929,000
Buildings, net of accumulated depreciation of $1,973,554 and $1,884,896
  at March 31, 2002 and December 31, 2001, respectively                       9,959,443      10,048,101
Interest in affiliated companies                                             24,176,161      24,321,861
Interest in non-affiliated companies                                         19,260,956      16,471,490
Other assets                                                                  4,086,668       3,648,170
Goodwill, net of accumulated amortization of $764,762 at
   March 31, 2002 and December 31, 2001                                       7,894,349       4,590,299
                                                                          --------------  --------------
      Total assets                                                        $ 152,219,813   $ 151,888,103
                                                                          --------------  --------------

LIABILITIES
Accounts payable and accrued expenses                                     $   9,236,508   $   8,811,499
Deferred rental income                                                          565,423         583,535
Other liabilities                                                             3,154,507       3,154,507
Indebtedness                                                                 51,435,800      52,918,296
Indebtedness and other obligations to affiliates                             39,736,152      39,408,049
Deferred income taxes                                                        11,750,096       9,751,000
                                                                          --------------  --------------
     Total liabilities                                                      115,878,486     114,626,886

Minority interests                                                           53,607,999      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 March 31, 2002 and December 31, 2001               291,665         291,665
Additional paid in capital                                                  144,680,487     144,680,487
Accumulated deficit                                                        (148,005,818)   (148,886,608)
Deferred compensation, 164,279 shares at March 31, 2002
  and December 31, 2001                                                        (816,767)       (816,767)
Treasury stock at cost, 837,929 shares at March 31, 2002
   and December 31, 2001                                                    (13,416,239)    (13,416,239)
     Total stockholders' deficit                                            (17,266,672)    (18,147,462)
                                                                          --------------  --------------

     Total liabilities, minority interests and stockholders' deficit      $ 152,219,813   $ 151,888,103
                                                                          --------------  --------------
</TABLE>



<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                  2002
                                                               (Restated)      2001
                                                               ----------  ----------
REVENUES
<S>                                                            <C>         <C>
Lease revenue                                                  $3,284,027  $3,692,949
Management fee income- affiliates                               1,265,800   1,218,334
Interest and investment income                                    132,317     286,412
Interest income - affiliates                                       51,266      65,435
Gain on sale of equipment, net                                     83,757     599,012
Equity income in affiliated companies                              31,399     157,474
Equity income in non-affiliated companies                       2,789,465   3,546,599
Other income                                                      295,644     272,423
                                                               ----------  ----------
  Total revenues                                                7,933,675   9,838,638


EXPENSES

Depreciation and amortization expense                           2,320,360   2,666,419
Interest on indebtedness                                        1,251,822   1,308,364
Interest on indebtedness and other obligations- affiliates        472,477     437,572
General and administrative expenses                             1,232,504   1,956,521
Fees and expenses- affiliates                                     349,476   1,386,596
                                                               ----------  ----------
  Total expenses                                                5,626,639   7,755,472


Income before income taxes and minority interests               2,307,036   2,083,166

Provision for income taxes                                        263,847      90,000
Elimination of consolidated subsidiaries' minority interests    1,162,399   1,501,715
                                                               ----------  ----------
Net income                                                     $  880,790  $  491,451
                                                               ----------  ----------
Net income per common share- basic and diluted:
  Net income                                                   $     0.42  $     0.24
  Basic and diluted weighted average number of
  common shares outstanding                                     2,078,718   2,078,718
</TABLE>













<PAGE>
                                SEMELE GROUP INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' CAPITAL (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 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 income (Restated)                     --                --        880,790              --             --        880,790

 Balance at March 31, 2002 (Restated)  $291,665  $    144,680,487  $(148,005,818)  $    (816,767)  $(13,416,239)  $(17,266,672)
</TABLE>










<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                              2002
                                                                           (Restated)        2001
                                                                          ------------  -------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                                       <C>           <C>
  Net income                                                              $   880,790   $    491,451
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization expense                                   2,320,360      2,666,419
    Gain on sale of equipment, net                                            (83,757)      (599,012)
    Equity income in affiliated companies                                     (31,399)      (157,474)
    Equity income in non-affiliated companies                              (2,789,465)    (3,546,599)
    Elimination of consolidated subsidiaries' minority interests            1,162,399      2,187,406
  Changes in assets and liabilities:
    Decrease (increase) in:
    Rents and other receivables                                              (335,428)       695,931
    Other assets                                                             (436,811)     1,101,964
    Due from affiliates                                                      (190,937)       577,558
    Increase (decrease) in:
    Accounts payable and accrued expenses                                      84,994       (118,217)
    Deferred rental income                                                    (18,112)       (33,763)
                                                                          ------------  -------------
      Net cash provided by operating activities                               562,634      3,265,664

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

  Proceeds from equipment sales                                               300,904        721,922
  Cash distributions from PLM investment programs                             603,211              -
  Purchase of PLM, net of cash acquired                                    (4,362,885)   (17,385,000)
  Costs capitalized to real estate held for development or sale              (466,002)      (568,508)
                                                                          ------------  -------------
      Net cash used in investing activities                                (3,924,772)   (17,231,586)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

  Principal payments on indebtedness                                       (1,482,496)    (2,496,088)
  Indebtedness and other obligations to affiliates                            328,103        802,305
                                                                          ------------  -------------
      Net cash used in financing activities                                (1,154,393)    (1,693,783)
                                                                          ------------  -------------

  Net decrease in cash and cash equivalents                                (4,516,531)   (15,659,705)
  Cash and cash equivalents at beginning of period                         19,953,899     27,830,365
  Cash and cash equivalents at end of period                              $15,437,368   $ 12,170,660
                                                                          ------------  -------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest (net of capitalized interest
  of $181,492 and $216,399 for the three months ended
  March 31, 2002 and 2001, respectively)                                  $ 1,271,793   $  1,228,148
  Cash paid during the period for taxes                                   $   210,774   $          -
                                                                          ============  =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
  See Note 3 to the consolidated financial statements
</TABLE>



<PAGE>

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




<PAGE>
NOTE  1  -  BASIS  OF  PRESENTATION

After  Semele Group, Inc. (the "Company" or "Semele") filed its quarterly report
on  Form  10-Q  for  the  quarter  ended  March  31, 2002 with the United States
Securities  and  Exchange  Commission  ("SEC"),  the Company determined that the
amount  recorded  as  interest  expense  in  its  financial  statements required
revision,  as  discussed below.  The Trust determined that the amount previously
recorded  as  interest  expense  was  understated by $509,821.  Accordingly, the
Trust recorded an additional amount of interest expense, resulting in a decrease
in  net income of $99,203 for the quarter ended March 31, 2002 or $.05 per share
with  the  remaining  impact  of  expense  included in minority interests.  As a
result,  the  accompanying  financial statements for the quarter ended March 31,
2002  have  been  restated  from  the  amounts  previously  reported.

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 10-01 of Regulation S-X of the Securities
and  Exchange  Commission  and are unaudited.  Rule 10-01 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
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 the Company's
consolidated  financial position at March 31, 2002 and December 31, 2001 and its
consolidated  results  of  operations  for each of the three month periods ended
March 31, 2002 and 2001 have been made and are reflected.  Reference to "Semele"
or  the  "Company"  in  these  financial  statements means Semele Group Inc., it
subsidiaries  and  consolidated  affiliates.

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, 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  all short-term investments with an original maturity of
three months or less to be cash equivalents.  Generally, excess cash is invested
in  either  (i) reverse repurchase agreements with overnight maturities at large
institutional  banks  or  (ii)  domestic  money  market  funds  that  invest  in
high-quality  U.S.  dollar  denominated  securities,  including  U.S. government
securities.  The  composition  of  the  Company's  consolidated cash position at
March  31,  2002  and  December  31, 2001 is summarized in the table below.  The
availability of cash held by the four AFG Investment Trusts (the "AFG Trusts" or
the "Trusts"), MILPI Holdings, LLC and AFG International 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.
<TABLE>
<CAPTION>


                                                    2002         2001
                                                 -----------  -----------
<S>                                              <C>          <C>
Semele Group Inc. and wholly-owned subsidiaries  $ 1,842,198  $   479,224
AFG Investment Trust A                               742,708      587,819
AFG Investment Trust B                             1,196,135      899,569
AFG Investment Trust C                                 6,511    1,716,588
AFG Investment Trust D                               332,864    1,887,691
AFG International Limited Partnerships               389,496      346,008
MILPI Holdings, LLC                               10,927,456   14,037,000
                                                 -----------  -----------

  Total                                          $15,437,368  $19,953,899
                                                 ===========  ===========
</TABLE>


Restricted  cash  of  $453,547  at  March 31, 2002 consists of bank accounts and
short-term investments that are primarily subject to withdrawal restrictions per
legally  binding  agreements.

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 March 31, 2002 and December 31, 2001,
deferred  rental  income  was  $565,423  and  $583,535,  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  (See  Note 5).  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.

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  No.  141  ("SFAS"),  "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.

According  to Statement of Financial Accounting Standards 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 believes the
adoption  of  SFAS  No.  142  will  not  have a material impact on its financial
statements.

The  Company recorded goodwill of approximately $3.3 million in conjunction with
the  acquisition  of the remaining 17% of the outstanding common stock of 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.

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 in 2002, prior to the completion of the acquisition of 100% of the
common  stock  of  PLM,  the  remaining  minority interests primarily relates to
approximately  17%  of  the  outstanding  common  stock  of  PLM.

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 $1.2 million for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock  of  MAC  for  an aggregate purchase price of $1.2 million 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 million.  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
$21.8  million.  The  assets  of  PLM  included  cash  and  cash  equivalents of
approximately  $4.4  million.  The  acquisition  resulted  in  goodwill  of
approximately  $5.4  million.

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.  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
$4.4  million,  resulting  in additional goodwill of approximately $3.3 million.
Concurrent  with the completion of the merger, PLM ceased to be publicly traded.

The  staff  of  the  SEC informed the AFG Trusts who were offerors in the tender
offer,  that  it  believes  the  Trusts may be unregistered investment companies
within  the  meaning  of  the  Investment  Company  Act of 1940 (the "Act"). The
managing  trustee  of  the  Trusts  is  engaged  in  discussions  with the staff
regarding  this  matter.  The  AFG  Trusts  believe that they are not investment
companies;  however,  it  is  possible  that the Trusts may have unintentionally
engaged  in  an  activity or activities that may be construed to fall within the
scope  of  the  Act.  Although the Trusts, after consulting with counsel, do not
believe they are an unregistered investment company, 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 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.

The  following pro forma consolidated results of operations for the period ended
March  31, 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  March  31,  2002,  pro  forma  information  for 2002 was not considered
necessary.
<TABLE>
<CAPTION>


                                       FOR THE THREE MONTHS
                                               ENDED
                                          MARCH 31, 2001
<S>                                    <C>
Total revenues                         $           9,945,993
Net income from continuing operations  $           2,190,521
Net income                             $             598,806

Per share information:
Net income from continuing operations  $                1.05
Net income                             $                0.29
</TABLE>


These  amounts include PLM's actual results for the three months ended March 31,
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.

NOTE  4  -  EQUIPMENT  HELD  FOR  LEASE

The following is a summary of all equipment in which the Company has an interest
at  March  31,  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                                            3-39   $79,628,529
Locomotives                                         0-24    12,886,831
Materials handling                                  0-19     6,631,018
Manufacturing                                       0-17     9,095,342
Construction and mining                              0-9     3,152,996
Computers and peripherals                           0-14     3,000,433
Miscellaneous                                       0-16       570,586
                                                           -----------
Total equipment cost                                       114,965,735
Accumulated depreciation                                   (64,023,262)
                                                          -------------
Equipment, net of accumulated depreciation                $ 50,942,473
                                                          ============
</TABLE>


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

<S>                        <C>
   AFG Investment Trust A  $  2,367,855
   AFG Investment Trust B     3,079,339
   AFG Investment Trust C    51,098,075
   AFG Investment Trust D    58,350,955
 MILPI Holdings, LLC             69,511
                           ------------
     Total                 $114,965,735
                           ============
</TABLE>


The  preceding  summary  of  equipment  includes  leveraged  equipment having an
original  cost  of  $91,771,000 and a net book value of $48,128,000 at March 31,
2002.  Indebtedness  associated  with  the  equipment  is  summarized in Note 8.
Generally,  indebtedness  on leveraged equipment will be amortized by the rental
streams  derived  from  the  corresponding  lease  contracts,  although  certain
aircraft  have  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.

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

<S>                                 <C>
For the year ending March 31, 2003  $ 9,681,967
                              2004    5,473,450
                              2005      552,864
                              2006       92,144
                                      ---------

Total                               $15,800,425
                                    ===========
</TABLE>


At  March  31,  2002,  the  cost of fully depreciated equipment held for sale or
re-lease  was  approximately  $11.2  million.  The  Managing Trustee is actively
seeking  the  sale  or re-lease of all equipment not on lease.  In addition, the
summary  above  includes  equipment  being  leased  on  a  month-to-month basis.

NOTE  5  -  INTERESTS  IN  AFFILIATED  COMPANIES

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

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

Equity Interests in Partnerships           $ 3,424,597  $ 3,373,933
Equity Interest in Equipment Growth Funds   20,751,564   20,947,928
                                           -----------  -----------

Total                                      $24,176,161  $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 investments, Ariston has an
investment  in  each  of  the  AFG  Trusts which is eliminated in consolidation.
Ariston's  percentage  ownership for each investment varies from less than 1% to
16%.  The  partnerships  are  controlled  by  Equis  Financial  Group  Limited
Partnership,  ("EFG"),  an  affiliated  entity  controlled  by Mr. Engle.  Total
equity  loss  recognized was approximately $24,000 during the three months ended
March 31, 2002 as compared to equity income of approximately $157,000 recognized
during  the  three  months  ended  March  31,  2001.

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

As  compensation for organizing various partnership investment programs, PLM was
granted  an  interest (between 1% and 5%) in the earnings and cash distributions
of  the  individual programs, in which FSI, a wholly-owned subsidiary of PLM, is
the  General Partner.  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 11 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 Equipment Growth &
Income  Fund  I  ("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 also receives a management fee on a per
railcar basis at a fixed rate each month, plus an incentive management fee equal
to  15%  of  "Net  Earnings"  over  $750 per car per quarter from Covered Hopper
Program  1979-1.  FSI  is  entitled  to  reimbursement from the equipment growth
funds  for  providing  certain administrative services.  During the three months
ended March 31, 2002, the Company recorded $55,734 of equity income and received
distributions  of  $603,211  from  the  EGF  Programs.

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  Partnerships and
--------------------------------------------------------------------------------
Equipment  Growth  Funds
------------------------

The  Company  recorded income 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 Company's equity
interests in Partnerships and EGF Programs for the three months ending March 31,
2002  and  2001  is  as  follows:
<TABLE>
<CAPTION>

<S>             <C>            <C>
                        2002           2001
                -------------  -------------
Total Revenues  $ 20,595,000   $ 31,011,000
Total Expenses   (15,555,000)   (21,145,000)
                -------------  -------------
Net Income      $  5,040,000   $  9,866,000
                -------------  -------------


</TABLE>


NOTE  6  -  INTERESTS  IN  NON-AFFILIATED  COMPANIES

The Company, through its ownership of EFG Kirkwood, LLC, has equity interests in
the  following  non-affiliated  companies  as of March 31, 2002 and December 31,
2001:
<TABLE>
<CAPTION>

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

Interest in Mountain Resort Holdings LLC                   $ 8,672,297  $ 7,327,997

Advances to and interest in Mountain Springs   Resort LLC    2,424,272      777,005
Interest in EFG/Kettle Development LLC                       7,538,000    7,740,101
Interest in other                                              626,387      626,387
                                                           -----------  -----------

Total                                                      $19,260,956  $16,471,490
                                                           ===========  ===========
</TABLE>



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

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  $7.3  million and $3.4 million, respectively, including
acquisition  fees  of  $64,865 and $34,000, respectively, paid to EFG 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 income of approximately $3.0 million and
$3.7  million  from its interest in Mountain Resort and Mountain Springs for the
three  months  ended  March  31,  2002  and  2001,  respectively.

On  August 1, 2001, EFG Kirkwood, LLC entered into a guarantee agreement whereby
EFG  Kirkwood,  LLC 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 $3.5 million.  As of March 31, 2002, Purgatory
had  no  outstanding  balance  on  the  line  of  credit.

The  table  below  provides  comparative  summarized  financial  information for
Mountain  Resort  and  the Purgatory ski resort for the three months ended March
31,  2002  and  2001.  Mountain  Resort and Purgatory have an April 30th and May
31st fiscal year end, respectively.  The operating results shown below have been
conformed  to  the  three  months  ended  March  31,  2002  and  2001.

<TABLE>
<CAPTION>

<S>                   <C>                 <C>
                                  2002                     2001.
                      ------------------  -----------------------
Mountain Resort
--------------------
     Total revenues   $      16,405,337   $           16,160,809
     Total expenses         (11,205,448)             (11,283,226)
     Income taxes                (5,804)                     --
                      ==================  =======================
     Net income       $       5,194,085   $            4,877,583
                      ==================  =======================

Purgatory Ski Resort
--------------------
     Total revenues   $       9,403,054   $           10,386,704
     Total expenses          (6,108,520)              (5,977,723)
                      ------------------  -----------------------
     Net income       $       3,294,534   $            4,408,981
                      ==================  =======================
</TABLE>



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

On  March  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.  The development is zoned for 1,120 residential units
in  addition  to  commercial  space.  To  date,  108 residential units have been
constructed  and  sold  and  11  additional  units  are  under  construction.  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 months ended March 31, 2002 and
2001, the Company recorded equity losses of approximately $202,000 and $118,000,
respectively,  related  to  its  equity  interest.

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  three  months  ended  March  31,  2002  and  2001.


<TABLE>
<CAPTION>

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

Total revenues  $      248,138   $      619,529
Total expenses        (384,827)        (855,205)
                ---------------  ---------------
Net loss        $     (136,689)  $     (235,676)
                ===============  ===============
</TABLE>




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 three months ended March
31, 2002, in addition to its share of the loss of KVD LP, the Company's net loss
from Kettle Valley includes a loss of $133,967 reflecting the Company's share of
the  operating  results  of  one  of  the  company's  wholly-owned subsidiaries.

NOTE  7  -  OTHER  ASSETS

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

<S>                                            <C>         <C>
                                                     2002        2001
                                               ----------  ----------
Deferred financing costs, net                  $1,030,182  $1,065,447
Cash surrender value of life insurance policy   2,402,282   2,343,000
Prepaid insurance                                 179,794          --
Other                                             474,410     239,723
                                               ----------  ----------
  Total                                        $4,086,668  $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 $35,000 for the
three  months  ended  March  31,  2002.

PLM  has  life  insurance policies on certain current and former employees which
had  a  $2.4  million and $2.3 million cash surrender value as of March 31, 2002
and  December  31,  2001,  respectively.

NOTE  8  -  NOTES  PAYABLE  TO  THIRD  PARTIES

At  March  31,  2002, the Company had aggregate indebtedness to third parties of
approximately  $51.4  million,  including  two  note  obligations  totaling
approximately  $5.5  million  associated  with  the  Company's  two  commercial
buildings.   One  loan, with a balance of approximately $5.1 million, matures on
June  1,  2010  and  carries a fixed annual interest rate of 7.86% and the other
loan,  with  a  balance  of $375,617, matures on December 31, 2002 and carries a
variable  annual  interest  rate  equal  to prime plus 1.50% (6.25% at March 31,
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 fully amortized
over the terms of the lease agreements corresponding to each asset.  However, in
certain  instances  involving  aircraft,  retirement  of the debt obligations is
partially dependent upon the residual value of the equipment.  Interest rates on
equipment  debt  obligations  range from 6.76% to 9.176% at March 31, 2002.  The
carrying  amount  of  the  Company's notes payable to third parties approximates
fair  value  at  March  31,  2002.

In  April  2001,  PLM  entered into a $15.0 million 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.  This facility was amended in December 2001 to lower
the  amount  available  to be borrowed to $10.0 million.  The expiration of this
facility, which was scheduled to expire in April 2002, has been extended to July
2002.  All  borrowings  must be repaid upon the expiration of this facility. PLM
believes  it  will  be  able  to extend the facility with similar terms upon the
facility's  extended  expiration.  As  of  March 31, 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>

<S>                            <C>        <C>         <C>          <C>
                                          BUILDINGS   EQUIPMENT    TOTAL
                                          ----------  -----------  -----------

For the year ending March 31,       2003  $  738,590  $10,181,861  $10,920,451
                                    2004     423,815   35,005,580   35,429,395
                                    2005     458,352      669,405    1,127,757
                                    2006     495,707      100,744      596,451
                                    2007     664,151           --      664,151
            Thereafter                     2,697,595           --    2,697,595
                                          ----------  -----------  -----------

Total                                     $5,478,210  $45,957,590  $51,435,800
                                          ==========  ===========  ===========
</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                 $   392,536
AFG Investment Trust B                     392,536
AFG Investment Trust C                  21,662,542
AFG Investment Trust D                  23,509,976
Old North Capital Limited Partnership    5,102,592
AFG International Limited Partnership      375,618
                                       -----------

  Total                                $51,435,800
                                       ===========
</TABLE>



NOTE  9  -  RELATED  PARTY  TRANSACTIONS

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

A  number  of  the  Company'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.  The
Company  incurred  total  administrative costs of $56,000 and $37,767 during the
three  months  ended  March  31,  2002  and  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  equipment  reinvestment acquisition services, EFG is paid an
acquisition  fee  equal  to 1% of base purchase price.  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  three  months  ended  March  31,  2002  and  2001:

<TABLE>
<CAPTION>

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

Equipment management fees        $136,272  $  136,486
Administrative charges            213,204     132,339
Reimbursable operating expenses
 due to third parties                  --   1,117,771
                                 --------  ----------

Total                            $349,476  $1,386,596
                                 ========  ==========
</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  21,  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.

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

During  the  fourth  quarter  of  1999,  the  Company  issued $19.586 million 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 $2.4 million ($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 and Chief
Operating  Officer.  Equis  II  commenced  operations  on  July  17,  1997.  The
Company,  through  its  ownership of Equis II, owns Class B interests in each of
the  AFG Trust: 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  million of promissory notes issued by the Company to acquire Equis
II  Corporation  is  divided  into  two groups of notes.  The first group totals
$14.6  million  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 $1.59 million
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 March 31, 2002, the
annual  maturities  of  the  notes  are  scheduled  to  be  paid  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>
For the year ending March 31, 2003  $ 4,000,000
                              2004    6,002,000
                              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  million  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 $1.9 million and (ii) a
subsidiary  of Ariston, ONC totaling approximately $3.1 million.  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 $2.1 million 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 $2.1 million 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  million  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
March  31,  2002  and December 31, 2001 and for the three months ended March 31,
2002  and  2001  include  the  consolidated  financial  statements  of  Equis II
Corporation.

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

In  November  1999,  the  Company  purchased  from  an  affiliate certain equity
interests  in the AFG Trusts, referred to as Special Beneficiary Interests.  The
Special Beneficiary Interests were purchased from EFG, an affiliate, and consist
of  an  8.25%  non-voting interest in each of the trusts.  The Company purchased
the  interests  for approximately $9.7 million 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 $3.2
million  from  the Special Beneficiary Interests and has paid EFG, an affiliate,
an equal amount consisting of principal and accrued interest.  At March 31, 2002
and  December  31,  2001,  the  non-recourse  note  payable  had  an outstanding
principal  balance  of  approximately  $6.63  million.  The  Special Beneficiary
Interests  have  been  eliminated  in  consolidation.

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

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

<S>                                                          <C>         <C>
                                                                   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                                       577,034     518,766
Rents receivable from EFG escrow  (1)                           262,481     217,527

Management fees receivable from PLM Equipment Growth Funds      983,467     951,000
Due from Kettle Valley                                           55,248          --
                                                             ----------  ----------

Total                                                        $4,815,435  $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.

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

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

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

Principal balance of indebtedness to affiliates   $34,949,392  $34,949,392
Accrued interest due to affiliates                  4,335,445    3,789,586
Other  (1)                                            451,315      669,071
                                                  -----------  -----------

Total                                             $39,736,152  $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 March 31,
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
..                                                                 MARCH 31,         MARCH 31,         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  $      2,653,334  $      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         1,346,666         4,377,340
                                                                  ----------------  ----------------  ----------------

Sub-total                                                         $     13,002,000  $      4,000,000  $     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.                       $      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
                                                                  ----------------  ----------------  ----------------

Total                                                             $     34,949,392  $      5,036,205  $     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  $4,419,500  from  certain  affiliates
controlled  by  Mr.  Engle,  including  $462,354  from AFG Investment Trust A, a
subsidiary.  During  each of the three months ended March 31, 2002 and 2001, the
Company  incurred total interest expense of approximately $109,000 in connection
with  this  indebtedness.  The  obligation to AFG Investment Trust A of $462,354
and  related  annual  interest  expense  has  been  eliminated in consolidation.

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  10  -  SEGMENT  REPORTING

At  March  31,  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 6).  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.  Substantially all revenues are domiciled within
the  US.

Segment  information  for  the  three  months  ended  March 31, 2002 and 2001 is
summarized  below:
<TABLE>
<CAPTION>

<S>                                       <C>         <C>
                                                2002
                                           (RESTATED)     2001
                                          ----------   ----------

Operating Revenues: (1)
  Equipment Leasing                       $4,818,703  $ 5,841,196
  Real Estate                                294,108      293,369
                                          ----------   ----------
     Total                                 5,112,811    6,134,565

Equity Interests:
  Equipment leasing income                    31,399      157,474
  Real estate income                       2,789,465    3,546,599
                                          ----------   ----------
     Total                                 2,820,864    3,704,073

Total Revenues                            $7,933,675  $ 9,838,638
                                          ----------   ----------

Operating Expenses and Management Fees:
  Equipment leasing                        1,514,151    3,327,345
  Real estate                                 67,829       15,772
                                          ----------   ----------
     Total                                 1,581,980    3,343,117

Interest Expense:
  Equipment leasing                        1,623,407    1,637,830
  Real estate                                100,892      108,106
                                          ----------   ----------
     Total                                 1,724,299    1,745,936

Depreciation and Amortization:
  Equipment leasing                        2,225,812    2,571,871
  Real estate                                 94,548       94,548
                                          ----------   ----------
     Total                                 2,320,360    2,666,419

Total Expenses                            $5,626,639  $ 7,755,472
                                          ----------   ----------

Provision for income taxes                   263,847       90,000
Elimination of minority interests          1,162,399    1,501,715
                                          ----------   ----------
Net Income                                $  880,790  $   491,451
                                          ----------   ----------

Capital Expenditures
  Equipment Leasing                       $4,362,885  $17,385,000
  Real Estate                                466,002      568,508
                                          ----------   ----------
     Total                                $4,828,887  $17,953,508
</TABLE>


(1)     Includes  management fee revenue earned from affiliates of approximately
$1.3  million  and  $1.2  million  for the three months ended March 31, 2002 and
2001.  (See  Note  5  for  discussion  of  management  fees).

Total  assets  for  each operating segment as of March 31, 2002 and December 31,
2001  is  summarized  below:
<TABLE>
<CAPTION>


                         2002          2001
                     ------------  ------------
<S>                  <C>           <C>
  Equipment Leasing  $108,279,604  $106,150,058
  Real Estate          43,940,209    45,738,045
                     ------------  ------------
     Total           $152,219,813  $151,888,103

</TABLE>



<PAGE>


<PAGE>

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

After  Semele Group, Inc. (the "Company" or "Semele") filed its quarterly report
on  Form  10-Q  for  the  quarter  ended  March  31, 2002 with the United States
Securities  and  Exchange  Commission  ("SEC"),  the Company determined that the
amount  recorded  as  interest  expense  in  its  financial  statements required
revision,  as  discussed below.  The Trust determined that the amount previously
recorded  as  interest  expense  was  understated by $509,821.  Accordingly, the
Trust recorded an additional amount of interest expense, resulting in a decrease
in  net income of $99,203 for the quarter ended March 31, 2002 or $.05 per share
with  the  remaining  impact  of  expense  included  in minority interest.  As a
result,  the  accompanying  financial statements for the quarter ended March 31,
2002  have  been  restated  from  the  amounts  previously  reported.

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.

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 million at March  31, 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.

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 with, the Company.
All  other  entities  are  considered  to  be  non-affiliates.

RECENT  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
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  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 $1.2 million for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock  of  MAC  for  an aggregate purchase price of $1.2 million 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 million.  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
$21.8  million.  The  assets  of  PLM  included  cash  and  cash  equivalents of
approximately  $4.4  million.  The  acquisition  resulted  in  goodwill  of
approximately  $5.4  million.

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.  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
$4.4  million,  resulting  in additional goodwill of approximately $3.3 million.
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.  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 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  EFG's  ability  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  No.  141  ("SFAS"),  "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.

According to SFAS 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 believes the adoption of SFAS No. 142 will
not  have  a  material  impact  on  its  financial  statements.

The  Company recorded goodwill of approximately $3.3 million in conjunction with
the  acquisition  of  the  remaining 17% of the remaining 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.  No write-downs
were  recorded  during  the  three  months  ending  March  31,  2002  and  2001.

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 in 2002, prior to the completion of the acquisition of 100% of the
common  stock  of  PLM,  the  remaining  minority interests primarily relates 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 March 31, 2002 and December 31, 2001,
deferred  rental  income  was  equal  to  $565,423  and  $583,535, respectively.

PLM  Financial  Services,  Inc.  ("FSI"),  a  wholly  owned  subsidiary  of  PLM
International,  Inc. ("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.

RESULTS  OF  OPERATIONS

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

LEASE  REVENUE.  During  the  three  months  ended  March 31, 2002 and 2001, the
Company recognized lease revenue of approximately $3.0 million and $3.4 million,
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 lease term expirations and the sale of
equipment.  Future  lease  term expirations and equipment sales will result in a
reduction  in  the  lease  revenue  recognized.

MANAGEMENT  FEE  INCOME  -  AFFILIATES.  Management fees were approximately $1.3
million  and  $1.2  million  for the three months ended March 31, 2002 and 2001.
Management  fees  consist  primarily  of  fees  earned  by  PLM generated by the
equipment  under  management  of several affiliated investment programs, the EFG
Programs.  Management  fees  are  expected  to  decrease as the older investment
programs  liquidate  their  equipment  portfolios.

GAIN  ON  SALE  OF EQUIPMENT.  During the three months ended March 31, 2002, the
Company  sold  equipment  to  existing  lessees  and third parties.  These sales
resulted in a net gain, for financial statement purposes, of $83,757 compared to
a  net  gain of $599,012 on equipment having a net book value of $122,910 during
the  same  period  in  2001.

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.

EQUITY  INCOME  IN  AFFILIATED COMPANIES.  Equity income in affiliated companies
consists  primarily  of  PLM's  investment  in  11  affiliated equipment leasing
programs.  Equity  income  recognized  for the three months ended March 31, 2002
and 2001 was $31,399 and $157,474, respectively.  As compensation for organizing
these  programs, PLM was granted an interest (between 1% and 5%) 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.  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.

DEPRECIATION  AND  AMORTIZATION.  Depreciation  and  amortization  expense  was
approximately $2.2 million and $2.6 million for the three months ended March 31,
2002 and 2001, respectively.  The decrease in depreciation expense is the result
of  significant  equipment  sales  during  fiscal  2001.

For financial reporting purposes, 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  bases  over  the  asset's  estimated  remaining  useful  life.

INTEREST EXPENSE.  Interest expense was approximately $1.6 million for the three
months  ended  March  31,  2002  and  2001.    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  approximately $1.8 million from $3.3 million for the three months
ended  March 31, 2001 to $1.5 million for the three months ended March 31, 2002.
During  the  three  months  ended  March  31,  2001, operating expenses included
approximately  $160,000  for  ongoing  legal matters, approximately $209,000 for
remarketing  costs related to the re-lease of an aircraft leased to Scandinavian
Airlines  System,  and  also  included  $332,400 of costs reimbursed to EFG as a
result  of  the  successful  acquisition  of  the  PLM  common stock by MAC.  In
conjunction with the acquisition of the PLM common stock, EFG became entitled to
recover  certain  out  of pocket expenses which it had previously incurred.  The
remaining decrease is primarily attributable to a decrease in operating expenses
incurred  by  MILPI  Holdings.  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.  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.

Fees  and other costs paid to affiliates during the three months ended March 31,
2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>

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

Equipment management fees        $136,272  $  136,486
Administrative charges            213,204     132,339
Reimbursable operating expenses
 due to third parties                  --   1,117,771
                                 --------  ----------

Total                            $349,476  $1,386,596
                                 ========  ==========
</TABLE>



PROVISION  FOR  INCOME  TAXES.  The  provision  for  income taxes includes taxes
associated  with  MILPI  Holdings'  operating income.  MILPI Holdings' provision
reflects  expected  income taxes at the federal rate and state income tax rates,
net  of  benefit.  MILPI  Holdings' effective tax rate was approximately 32% for
the  three  months  ended  March  31,  2002  and  2001.

ELIMINATION  OF MINORITY INTERESTS.  Elimination of minority interests increased
by $339,316 for the three months ended March 31, 2002 compared to same period in
2001.  The  increase  is  primarily  due  to the allocation of income in the AFG
Trusts  to  the  Class A Beneficiaries.  The Company directly or indirectly owns
the  managing  trustee,  the Special Beneficiary and the majority of the Class B
interest  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 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  three  months  ended  March 31, 2002 and 2001, the
Company  recognized  lease  revenue  of $294,108 and 293,369, respectively, from
real  estate  operations.  Lease  revenue  from real estate operations is earned
from its 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 properties are leased under
long-term  contracts  which  expire  over  the  next  10  years.

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

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 three months ended March 31, 2002 and 2001, the Company recorded income
of approximately $3.0 million and $3.7 million, respectively, from its ownership
interest  in  Mountain  Resort  and Mountain Springs.  The Company also recorded
equity losses of approximately $202,000 and $118,000 from its equity interest in
Kettle  Valley for the three months ended March 31, 2002 and 2001, respectively.

Mountain  Resort
----------------

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  months  ended March 31, 2002, Mountain Resort recorded total
revenues  of approximately $16,405,000 compared to approximately $16,161,000 for
the  same  period  in 2001.  The increase in total revenues from 2001 to 2002 of
$244,000  is the result an increase in ski-related revenues offset by a decrease
in  residential-related  revenues.

Ski-related  revenues  increased  approximately  $2,304,000.  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
$2,059,000 for the three 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 months ended March 31, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $11,205,000 and $11,283,000, respectively.  The
decrease  in total expenses of approximately $78,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related  expenses.

Ski-related  expenses  increased  approximately  $1,659,000  as  a  result of an
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased approximately $1,737,000 as a result of a
decrease  in cost of sales from condominium units sold in the three months ended
March  31, 2002 as compared to the same period in 2001, as also discussed above.

Mountain  Springs
-----------------

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 months ended March 31, 2002, Purgatory recorded total revenues
of  approximately  $9,403,000 compared to approximately $10,387,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $984,000  is  the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were  approximately $6,109,000 for the three months ended March
31,  2002 compared to approximately $5,978,000 for the same period in 2001.  The
increase in total expenses for the three months ended March 31, 2002 compared to
the same period in 2001 of approximately $131,000 is a result of the decrease in
the  number  of  skiers,  discussed  above.

Kettle  Valley
--------------

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,  consists  of approximately 280 acres of land
that  is  zoned for 1,120 residential units in addition to commercial space.  To
date,  108  residential  units  have been constructed and sold and 11 additional
units  are  under  construction.

During  the  three  months ended March 31, 2002 and 2001, Kettle Valley recorded
revenues  of $248,138 and $619,529, respectively, and incurred total expenses of
$384,827  and  $855,205,  respectively.  The  decrease  in  revenues  and  total
expenses  is  the  result  of  a  decrease  in the number of lot and home sales.

DEPRECIATION  EXPENSE.  Depreciation  expense was approximately $95,000 for each
of the three months ended March 31, 2002 and 2001.  Depreciation expense results
from the depreciation of the two commercial buildings owned by the Company which
are  discussed  above.  The  Company  also  owns  approximately  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
March  31,  2002.

OPERATING  EXPENSES.  Operating  expenses were $67,829 and $15,772 for the three
months  ended March 31, 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 domestic and international
taxes  paid  in  the  first  quarter  of  2002.

INTEREST  EXPENSE.  Interest  expense  was  $100,892, and $108,106 for the three
months ended March 31, 2002 and 2001, respectively.  Interest expense relates to
the  interest  on  indebtedness acquired to finance the original construction of
the  Company's  two  commercial  buildings.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  owns  a  controlling  interest  in several different corporations,
partnerships  and  trusts  including the AFG Trusts, MILPI Holdings, LLC and AFG
International  Limited  Partnership.  The availability to Semele of cash held by
the AFG Trusts, MILPI Holdings, LLC and AFG International Limited Partnership 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
------------------------------

The  Company's  acquisition  of  Equis  II  Corporation  and  the  resulting
consolidation  of  the  AFG  Trusts  has significantly changed the nature of the
Company's  consolidated  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,  each of the Trusts 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.

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 approximately $1.0
million  and  $2.0  million  for the three months ended March 31, 2001 and 2002,
respectively.  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.
The  amount  of  future  interest income is expected to fluctuate as a result of
changing  interest  rates  and the level of cash available for investment, among
other  factors.

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.

At  March  31,  2002,  the  AFG  Trusts  were due aggregate future minimum lease
payments  of  approximately  $15.8  million from contractual lease agreements, a
portion of which will be used to amortize the principal balance of notes payable
of  approximately  $50.0 million.  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.

During  the  three months ended March 31, 2002 and 2001, the AFG Trusts realized
net  cash  proceeds  from  equipment  disposals  of  $300,904  and  $721,922,
respectively.

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  repayments  of principal related to such indebtedness are reported
as  a  component 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 Trusts
have  a  balloon  payment  debt  obligation  of  approximately  $32  million and
approximately  $4.6  million  at  the  expiration  of the lease terms related to
aircraft  leased  to  Scandanavian  Airlines  System  and  Emery  Worldwide,
respectively.  Repayment  of the balloon debt obligations will be dependent upon
the  negotiations  of  future lease contracts or future sale of these assets or,
alternatively,  the  use  of  working  capital.

In  December  2000,  the  AFG  Trusts formed MILPI Holdings, which formed MAC, a
wholly-owned  subsidiary.  The  Trusts  collectively paid $1.2 million for their
membership interest in MILPI Holdings and MILPI Holdings purchased the shares of
MAC  for  an aggregate purchase price of $1.2 million 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  million.  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  $21.8  million.  The  assets  of  PLM  included  cash  and  cash
equivalents  of  approximately $4.4 million.  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.  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 $4.4 million,
resulting in additional goodwill of approximately $3.3 million.  Concurrent with
the  completion  of  the  merger,  PLM  ceased  to be publicly traded.  The $4.4
million  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  $1.3  million.  The  loans  have an interest rate of LIBOR plus 200
basis  points.

Since  1997,  the  Company  has  effected  several  highly  leveraged  purchase
transactions  with  related  parties.  Most significantly, the Company purchased
Equis  II  Corporation  for  $21.945  million from the Company's Chief Executive
Officer,  Gary  D.  Engle,  certain  trusts  established  for the benefit of Mr.
Engle's  children,  and  James A. Coyne, the Company's President.  A significant
portion  of  the  purchase  price,  or  $19.586  million,  was  financed  under
installment  debt  owed to the sellers.  In 2000, a portion of this indebtedness
was  retired  by  issuing  326,462  shares  of common stock, as permitted by the
authorization of shareholders obtained on November 2, 2000.  The Company's other
principal  purchase  transactions since 1997, involving Ariston Corporation, the
Special  Beneficiary Interests, and AFG ASIT Corporation were acquired from EFG,
a  limited  partnership  that  is controlled by Mr. Engle. At March 31, 2002 and
2001,  the  Company  owed Mr. Engle, Mr. Coyne or their affiliates approximately
$35  million.  The  Company  expects that all of the purchase price indebtedness
for  Equis  II  Corporation,  Ariston  Corporation,  and the Special Beneficiary
Interests  will  be  repaid  through the collection of future cash distributions
generated in connection with these assets and the collection of amounts due from
Mr.  Engle and Mr. Coyne in connection with their respective debt obligations to
certain  subsidiaries  of the Company.   The purchase price indebtedness for AFG
ASIT  Corporation  was repaid in 1999.  One of the Company's debt obligations to
related  parties,  totaling  approximately $4 million, is due to several limited
partnerships  controlled  by  Mr. Engle.  The Company expects to repay this debt
using  a  portion  of  the  proceeds  generated  by  developing  Rancho  Malibu.

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 March 31, 2002,
Mr.  Engle  owns  or  controls 35.4% and Mr. Coyne owns or controls 17.6% of the
Company's  outstanding  common  stock.

Looking  forward, the Company does not anticipate any near term incremental free
cash  flow as a result of its acquisitions from related parties described above.
Substantially  all  of the net cash flow generated by these acquisitions will be
used  to  repay  corresponding  purchase  price  indebtedness.

MILPI  HOLDINGS,  LLC:  As  described  above,  at March 31, 2002, MILPI Holdings
owned  approximately  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  three months ended March 31, 2002, the cash and cash equivalents of
MILPI  Holdings  decreased  approximately  $3.1  million  from approximately $14
million  to  approximately  $10.9  million.  The  decrease  during  the  period
primarily  resulted  from  approximately  $5  million  of net cash used in MILPI
Holdings'  investment  activities offset by $1.9 million of net cash provided by
financing  and operating activities.  The net cash used in investment activities
primarily  reflects  MILPI  Holdings'  acquisition  of  the remaining 17% of the
common  stock  of  PLM  and  the  related loans made by PLM to Trusts C and D as
discussed  above.  In  addition,  MILPI  Holdings  received  distributions  of
approximately  $600,000 from certain of the funds managed by PLM.  Cash provided
by  operating  and  financing  activities  primarily  consisted  of  capital
contributions  of  approximately  $4.4  million  from Trusts C and D, which were
utilized  to  acquire  the  additional  PLM common stock offset by a dividend of
approximately  $2.7  million  paid  to  the  AFG  Trusts.

In  April  2001,  PLM  entered into a $15.0 million warehouse facility, which is
shared  with  PLM  Equipment  Growth Fund VI, PLM Equipment Growth & Income Fund
VII,  and  Professional Lease Management Income Fund I, LLC, which allows PLM to
purchase  equipment  prior to its designation to a specific program.  Borrowings
under this facility by the other eligible borrowers reduced the amount available
to  be borrowed by PLM.  This facility was amended in December 2001 to lower the
amount available to be borrowed to $10.0 million.  This facility expires in July
2002.  PLM  believes  it  will be able to extend the facility with similar terms
upon  the  facility's  extended  expiration.  As  of  March 31, 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 notified PLM that it would conduct
an  audit  regarding PLM's tax withholding of payments to foreign entities.  The
audit  occurred  in  2001  and related to two partnerships in which PLM formerly
held  interests as the 100% direct and indirect owner.  One audit relates to the
years between 1997 and 1999, while the other audit relates to the years 1998 and
1999.  PLM  is  awaiting  the  results  of  the  audit from the Internal Revenue
Service.  Management  believes  that  the positions taken on the withholding tax
returns  will  be  upheld  by the Internal Revenue Service upon audit.  If PLM's
position is not upheld by the Internal Revenue Service, the foreign entities are
legally  obligated  to  indemnify  PLM  for any losses.  If the Internal Revenue
Service does not uphold the PLM's position and the foreign entities do not honor
the  indemnification,  PLM's  financial  condition,  results  of operations, and
liquidity  would  be  materially  impacted.

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

The  Company  owns  approximately 270 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 $466,002
and  $568,508  of  costs  during the three months ended March 31, 2002 and 2001,
respectively.  At  March  31,  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 participate in this project, which
may  include  Trusts  C  and  D.

The  AFG  Trusts and Semele collectively expended approximately $10.7 million 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.

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  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.

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  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  with individual home prices in excess of $1
million.  Kettle Valley is a large-scale community, offering single-family homes
priced  from  approximately  $250,000  (CDN) to $350,000 (CDN).  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.



<PAGE>




<PAGE>

PART  II  -  OTHER  INFORMATION
-------------------------------
<TABLE>
<CAPTION>

<S>        <C>
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
    None

Item 5.    Other Information
    None

Item 6.    Exhibits
(a)         None
(b)        The Company did not file any Forms 8-K during the quarter ended March 31, 2002.
</TABLE>




<PAGE>


<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/  Richard  K.  Brock
Date:  November  26,  2002
     Richard  K.  Brock,
     Chief  Financial  Officer  and  Treasurer

<PAGE>