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

                                   FORM 10-QSB

(Mark  One)

[  X  ]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
     THE  SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  quarterly  period  ended  September  30,  2001

     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.
     -------------------
     (Exact  name  of  small  business  issuer  as  specified  in  its  charter)


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

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


Issuer's  telephone  number:  (203)  341-0555


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
YES  X.  NO.
   ---


Shares  of  common  stock  outstanding  as  of  November  14,  2001:  2,078,718


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



<PAGE>



                                SEMELE GROUP INC.

                                   FORM 10-QSB

                                      INDEX


<TABLE>
<CAPTION>


<S>                                                                        <C>
                                                                           Page
                                                                           ----

PART I.  FINANCIAL INFORMATION:

Item 1. Financial Statements

  Consolidated Balance Sheets at September 30, 2001 and December 31, 2000     3

  Consolidated Statements of Operations for the three and nine months
  ended September 30, 2001 and 2000                                           4

  Consolidated Statement of Stockholders' Deficit for the nine months
  ended September 30, 2001                                                    5

  Consolidated Statements of Cash Flows for the nine months
  ended September 30, 2001 and 2000                                           6

  Notes to the Consolidated Financial Statements                              7


Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              18


PART II.  OTHER INFORMATION:

Items 1 - 6                                                                  24
</TABLE>





<PAGE>
------


                                SEMELE GROUP INC.
                           CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                          September 30,    December 31,
                                                                              2001             2000
ASSETS
<S>                                                                      <C>              <C>

Cash and cash equivalents                                                $   19,208,549   $  27,830,365
Restricted cash                                                                 375,430               -
Rents and other receivables                                                     796,052       1,231,871
Due from affiliates                                                           4,724,260       4,718,511
Equipment held for lease, net of accumulated depreciation
  of $50,022,290 and $53,615,656 at September 30, 2001 and
  December 31, 2000, respectively                                            66,386,037      73,577,695
Real estate held for development and sale                                    10,273,897      11,388,698
Land                                                                          1,929,000       1,929,000
Buildings, net of accumulated depreciation of $1,796,238 and $1,530,263
  at September 30, 2001 and December 31, 2000, respectively                  10,136,759      10,402,734
Ownership interests in affiliated companies                                  41,918,585      21,685,891
Other assets                                                                  4,607,461       3,070,215
Goodwill, net of accumulated amortization of $145,071 at
  September 30, 2001                                                          1,208,929               -
      Total assets                                                       $  161,564,959   $ 155,834,980
                                                                         ---------------  --------------

LIABILITIES

Accounts payable and accrued expenses                                    $    8,499,597   $   2,799,086
Distributions declared and payable                                               52,063          52,063
Deferred rental income                                                           86,375          77,771
Other liabilities                                                             3,083,475       3,013,206
Indebtedness                                                                 54,430,684      60,220,752
Indebtedness and other obligations to affiliates                             39,348,839      36,609,567
Deferred income taxes                                                         1,692,000               -
     Total liabilities                                                      107,193,033     102,772,445
                                                                         ---------------  --------------

Minority interests                                                           70,387,652      66,398,578

STOCKHOLDERS' DEFICIT
Common stock, $0.10 par value; 5,000,000 shares authorized;
  2,916,647 shares issued at September 30, 2001 and December 31, 2000           291,665         291,665
Additional paid in capital                                                  144,680,487     144,680,487
Accumulated deficit                                                        (146,754,872)   (144,075,189)
Deferred compensation, 164,279 shares at September 30, 2001
  and December 31, 2000                                                        (816,767)       (816,767)
Treasury stock at cost, 837,929 shares at September 30, 2001 and
  December 31, 2000                                                         (13,416,239)    (13,416,239)
     Total stockholders' deficit                                            (16,015,726)    (13,336,043)
                                                                         ---------------  --------------

     Total liabilities, minority interests and stockholders' deficit     $  161,564,959   $ 155,834,980

Book value per share, 2,078,718 shares outstanding at both
  September 30, 2001 and December 31, 2000                               $        (7.70)  $       (6.42)
</TABLE>




    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                            <C>                        <C>
                                                               For the three months ended  For the nine months ended
                                                                      September 30,              September 30,
</TABLE>


<TABLE>
<CAPTION>

                                                                    2001         2000          2001          2000
<S>                                                             <C>           <C>          <C>           <C>
REVENUES

Rental income                                                   $ 3,669,404   $4,135,428   $11,385,910   $13,924,792
Fee income                                                        2,497,000            -     5,852,000             -
Interest income                                                     180,688      538,275       757,599     1,531,472
Interest income from affiliates                                      65,434       65,435       196,304       183,481
Gain on sales of marketable securities                                    -            -             -       215,198
(Loss) gain on sales of equipment                                      (852)   2,261,342       630,438     3,347,580
Loss from real estate held for development and
  sale                                                                    -      (20,120)            -      (161,351)
Equity income (loss) in affiliated companies                     (1,423,772)    (174,710)      434,188      (174,710)
Other income                                                        256,934       97,556     1,226,382       811,187
  Total revenues                                                  5,244,836    6,903,206    20,482,821    19,677,649
--------------------------------------------------------------

EXPENSES

Depreciation and amortization expense                             2,556,242    2,655,925     7,980,683     8,388,358
Provision for impaired assets                                     2,525,962            -     2,525,962             -
Interest on indebtedness                                            916,482    1,354,091     3,529,857     4,356,575
Interest on indebtedness and other obligations
  to affiliates                                                     421,148      684,105     1,291,625     2,180,741
General and administrative expenses                               2,111,654      616,454     6,420,359     2,057,726
Fees and expenses to affiliates                                      92,207      216,871       472,513       726,304
  Total expenses                                                  8,623,695    5,527,446    22,220,999    17,709,704
--------------------------------------------------------------

(Loss) income before income taxes and
  minority interest                                              (3,378,859)   1,375,760    (1,738,178)    1,967,945

Income taxes                                                        882,000            -     1,304,000             -
Elimination of consolidated subsidiaries'
  minority interests                                               (675,702)   1,431,084      (362,495)    1,830,268

Net (loss) income                                               $(3,585,157)  $  (55,324)  $(2,679,683)  $   137,677


Basic earnings per share
  Net (loss) income                                             $     (1.72)  $    (0.03)  $     (1.29)  $      0.09
  Basic weighted average number of common shares outstanding      2,078,718    1,728,344     2,078,718     1,512,046
                                                                ============  ===========  ============  ============

Fully diluted earnings per share
  Net (loss) income                                             $     (1.72)  $    (0.03)  $     (1.29)  $      0.09
  Diluted weighted average number of common shares outstanding    2,078,718    1,728,344     2,078,718     1,512,046
                                                                ============  ===========  ============  ============
</TABLE>





    The accompanying notes are an integral part of these consolidated financial
                                   statements.
<PAGE>
                                SEMELE GROUP INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                          Additional
                                Common     Paid in      Accumulated       Deferred       Treasury
                                Stock      Capital        Deficit       Compensation       Stock          Total
<S>                            <C>       <C>           <C>             <C>             <C>            <C>
Balance at December 31, 2000   $291,665  $144,680,487  $(144,075,189)  $    (816,767)  $(13,416,239)  $(13,336,043)

   Net loss                           -             -     (2,679,683)              -              -     (2,679,683)

Balance at September 30, 2001  $291,665  $144,680,487  $(146,754,872)  $    (816,767)  $(13,416,239)  $(16,015,726)
</TABLE>






































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

<PAGE>


<PAGE>
                                SEMELE GROUP INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    2001           2000
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                             <C>            <C>
Net (loss) income                                               $ (2,679,683)  $    137,677
Adjustments to reconcile net income (loss) to net
 cash provided by (used in) operating activities:
  Depreciation and amortization expense                            7,980,683      8,388,358
  Provision for impaired assets                                    2,525,962              -
  Amortization of goodwill related to PLM investment programs      1,845,000              -
  Compensation expense related to variable stock options             315,000              -
  Loss on disposition of assets, net                                 104,000              -
  Equity income from PLM investment programs                      (1,304,000)             -
  Accretion of bond discount                                               -        (16,260)
  Gain on sale of marketable securities                                    -       (215,198)
  Gain on sale of equipment                                         (630,438)    (3,347,580)
  Equity (income) loss in affiliated companies                      (434,188)       174,710
  Elimination of consolidated subsidiaries minority interest        (362,495)     1,845,128
Changes in assets and liabilities:
 Restricted cash                                                   2,154,570              -
  Rents and other receivables                                      1,480,819      1,439,806
  Other assets                                                     1,340,730       (525,437)
  Due from affiliates                                              1,201,251      6,396,029
  Accounts payable, accrued expenses and other liabilities       (12,769,222)      (105,023)
  Distributions declared and payable                                       -     (9,374,323)
  Deferred income taxes                                             (152,000)             -
  Deferred rental income                                               8,604       (600,481)
    Net cash provided by operating activities                        624,593      4,197,406

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                      1,175,269      6,834,947
Proceeds from assets held for sale                                10,250,000              -
Cash distribution from PLM investment programs                     1,432,000              -
Purchase of property, plant and equipment                            (71,000)             -
Proceeds from sale of marketable securities                                -        536,520
Purchase of PLM, net of cash acquired                            (15,901,721)             -
Ownership interests in affiliated companies                                -     (2,006,844)
Costs capitalized to real estate held for development and sale    (1,411,161)      (206,985)
    Net cash provided by (used in) investing activities           (4,526,613)     5,157,638
                                                                -------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Redemption of stock options                                         (919,000)             -
Proceeds from indebtedness                                         1,884,140      6,091,738
Principal payments on indebtedness                                (7,674,208)   (29,789,413)
Indebtedness and other obligations to affiliates                   1,989,272    (10,416,549)
    Net cash used in financing activities                         (4,719,796)   (34,114,224)
                                                                -------------

Net decrease in cash and cash equivalents                         (8,621,816)   (24,759,180)
Cash and cash equivalents at beginning of period                  27,830,365     54,568,088
Cash and cash equivalents at end of period                      $ 19,208,549   $ 29,808,908
                                                                -------------  -------------

SUPPLEMENTAL INFORMATION
Cash paid during the period for interest                        $  4,182,766   $  6,242,051
Cash paid during the period for income taxes                    $  6,245,000   $          -
                                                                =============  =============
</TABLE>



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

<PAGE>

                                SEMELE GROUP INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

NOTE  1  -  BASIS  OF  PRESENTATION

The  consolidated  financial  statements  presented  herein  are  prepared  in
conformity  with  generally  accepted accounting principles and the instructions
for  preparing  Form 10-QSB under Rule 10-01 of Regulation S-B of the Securities
and  Exchange  Commission  and  are  unaudited.  Item 310 provides that footnote
disclosures  that  would  substantially  duplicate  those  contained in the most
recent  annual  report  to  shareholders  may  be omitted from interim financial
statements.  The  accompanying  consolidated  financial  statements  have  been
prepared  on  that  basis and, therefore, should be read in conjunction with the
footnotes  presented  in  the  2000  Annual Report.  Except as disclosed herein,
there  have  been  no  material  changes  to  the  information  presented in the
footnotes  to  the  2000  Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered necessary to present fairly the consolidated
financial  position  at  September  30,  2001  and  December  31,  2000  and its
consolidated  results of operations for each of the three and nine month periods
ended  September  30, 2001 and 2000 have been made and are reflected.  Reference
to  "Semele"  or  the "Company" in these financial statements means Semele Group
Inc.,  its  subsidiaries and consolidated affiliates. The Company's consolidated
Statements  of Operations for the three and nine months ended September 30, 2000
and  Cash  Flows for the nine months ended September 30, 2000 have been restated
to  reflect the combination with Equis II Corporation.  The restatement resulted
in  a  reduction  of  the Company's net loss of $1,007,492 ($0.58 per share) and
$3,551,957  ($2.35  per  share) during the three and nine months ended September
30,  2000,  respectively.

Certain  amounts  previously  reported  in  the  September  30,  2000  financial
statements  have  been  reclassified  to  conform  to  the  September  30,  2001
presentation.

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  Cash  Equivalents
----------------------------
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.  At  September 30, 2001, the Company and its consolidated affiliates
had  invested  approximately $17.9 million in cash equivalents.  The composition
of  the  Company's consolidated cash position at September 30, 2001 and December
31, 2000 is summarized in the table below.  The availability of cash held by the
AFG  Trusts  and  AFG International to Semele is subject to terms and conditions
over  the  use and disbursement of cash and other matters contained in the trust
and  partnership  agreements  that  govern the AFG Trusts and AFG International.
The  Company  has  voting  control  over most matters concerning these entities,
including  the  declaration,  authorization,  and  amount of cash distributions.
<TABLE>
<CAPTION>

<S>                                              <C>             <C>
                                                   September 30,   December 31,
                                                        2001           2000
                                                 --------------  -------------
Semele Group Inc. and wholly-owned subsidiaries  $      884,507  $   1,797,445
AFG Investment Trust A                                  586,762      2,764,972
AFG Investment Trust B                                  899,817      5,126,793
AFG Investment Trust C                                1,659,295      8,848,816
AFG Investment Trust D                                1,917,608      9,042,889
AFG International Limited Partnership                   311,560        249,450
PLM International, Inc.                              12,949,000              -
                                                 --------------  -------------

 Total                                           $   19,208,549  $  27,830,365
                                                 ==============  =============
</TABLE>


Approximately,  $4.4  million  of  cash within the AFG Trusts may be expended to
complete  the  purchase  of  PLM  International,  Inc.  (See  Note  3).

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 Statement of Financial Accounting Standards ("SFAS")
No.  13,  "Accounting  for Leases."  Rents received prior to their due dates are
deferred.  At  September  30, 2001 and December 31, 2000, deferred rental income
was  $86,375  and  $77,771,  respectively.

Goodwill
--------
Goodwill  was  recorded in connection with the acquisition of PLM International,
Inc.  ("PLM") in February 2001. (See Note 3.)  The amount of goodwill represents
the excess of the purchase price and related costs incurred to purchase PLM over
the  value  assigned  its  net  tangible  assets, including certain identifiable
management  contracts  and  partnership  interests  of  PLM.  Goodwill  is being
amortized  on  a  straight-line  basis  over  seven  years.

Income  Taxes
-------------
The  Company recognizes income tax expense using the asset and liability method.
Deferred  income  taxes  are  recognized  for the tax consequences of "temporary
differences"  by applying enacted statutory tax rates applicable to future years
to  differences  between  the  financial  statement carrying amounts and the tax
bases  of  existing  assets and liabilities.  The deferred income tax obligation
and  income tax expense on the accompanying financial statements result from the
consolidation  of  PLM.

NOTE  3  -  ACQUISITIONS

PLM  International,  Inc.
-------------------------
On  December  22,  2000,  an  affiliate of the Company, MILPI Acquisition Corp.,
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  MILPI  Acquisition  Corp. to purchase all of the
outstanding  common  stock  of  PLM  for  cash.

MILPI  Acquisition  Corp.  is  a  wholly-owned subsidiary of MILPI Holdings LLC,
which  was  formed by four Delaware business trusts (collectively referred to as
the "AFG Trusts" or the "Trusts") on December 22, 2000.  MILPI Acquisition Corp.
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, MILPI
Acquisition  Corp.  commenced  a  tender  offer to purchase any and all of PLM's
outstanding  common  stock.

Pursuant to the cash tender offer, MILPI Acquisition Corp. acquired 83% of PLM's
common  stock in February 2001 for a total purchase price of approximately $21.7
million.  Under  the  terms of the agreement, MILPI Acquisition Corp. will merge
into  PLM,  with  PLM  becoming  the  surviving entity, upon the approval of the
holders of 50.1% of PLM's outstanding common stock.  PLM filed preliminary proxy
materials  with  the  Securities  and  Exchange  Commission  on February 9, 2001
relating  to  a  special  meeting  of  its  shareholders  to  vote on the merger
proposal.  Because  MILPI  Acquisition Corp. owns 83% of PLM's common stock, its
vote  alone would be sufficient to assure the approval of the merger proposal at
the  special  meeting, as MILPI Holdings has agreed to vote all of its shares in
favor of the merger proposal.  Once the merger is approved, the AFG Trusts would
then  jointly own 100% of the outstanding common stock of PLM through their 100%
interest  in  MILPI  Holdings.  In connection with its review of the preliminary
proxy  materials,  the  staff  of  the  SEC  has informed the AFG Trusts that it
believes  certain of  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.  If
necessary,  each  of  the  Trusts  intends  to  avoid being deemed an investment
company  by means that may include disposing or acquiring certain assets that it
might  not  otherwise dispose or acquire.  The parties do not intend to schedule
the  special  meeting of stockholders of PLM International pending resolution of
this  issue.  If  the  merger  is  approved,  the  AFG Trusts may be required to
provide  an  additional  $4.4  million  to  acquire  the  remaining 17% of PLM's
outstanding common stock.  Mr. Engle and Mr. Coyne are officers and directors of
MILPI  Acquisition  Corp  and  PLM.

The  Company  has accounted for the acquisition of PLM using the purchase method
of  accounting.  As  of September 30, 2001, the allocation of the purchase price
to  acquired  assets  and  liabilities  is  preliminary  and  subject to further
assessment.  The  following  table summarizes the pro forma consolidated results
of  operations  of  the  Company, including PLM, for the nine month period ended
September  30, 2001 and the nine month period ended September 30, 2000, assuming
the  purchase  had  been  effected  prior  to  January  1,  2000.

<TABLE>
<CAPTION>


                                             For the nine months    For the nine months
                                                    ended                  ended
                                             September 30, 2001     September 30, 2000
<S>                                         <C>                    <C>
Total revenues                              $         20,482,819   $         27,485,649
Net loss from continuing operations         $         (2,475,505)  $           (317,222)
Loss from discontinued operations, net of
  income tax                                $                 --   $           (164,000)
Gain on disposition of discontinued
  operations, net of tax                    $                 --   $          4,785,000
Net income (loss)                           $         (2,475,505)  $          4,303,778

Per share information:
Net loss from continuing operations         $              (1.19)  $              (0.21)
Loss from discontinued operations, net of
  income tax                                $                 --   $              (0.11)
Gain on disposition of discontinued
  operations, net of tax                    $                 --   $               3.16
Net income (loss)                           $              (1.19)  $               2.84
</TABLE>



NOTE  4  -  REAL  ESTATE  HELD  FOR  DEVELOPMENT  AND  SALE

The  Company  owns  274  acres  of  undeveloped land north of Malibu, California
called  Rancho  Malibu.  Approximately  40  acres  of  the property is zoned for
development  of  a  46-unit  residential community.  The remainder is divided as
follows:  (i) 167 acres are dedicated to a public agency, (ii) 47 acres are deed
restricted  within  privately-owned  lots,  and  (iii) 20 acres are preserved as
private  open  space.  During  the  nine  months  ended  September 30, 2001, the
Company  capitalized  $1,411,161  of  costs, including $25,000 paid for transfer
development credits required under California statute and $673,540 for interest.
During  the  nine  months  ended  September  30,  2000,  the Company capitalized
$206,985  of  costs, including $20,700 paid for transfer development credits. At
September  30,  2001,  the Company had obtained all transfer development credits
required  for  the  project.

During  the  nine  months  ended  September  30,  2000, the Company incurred and
expensed pre-development costs of approximately $161,000.  These costs consisted
principally  of  property  taxes  and professional expenses, involving legal and
other  services,  in connection with the zoning and entitlement processes at the
state  and  local  levels.

At  September  30,  2001,  the  Company  recorded an impairment of $2,525,962 in
connection  with  the  Malibu  property  that reduced the carrying value of this
asset  to $10,273,897.  Consistent with SFAS No. 121, "Accounting for Impairment
of  Long-Lived  Assets  and  Long-Lived  Assets  to  be  Disposed of," it is the
Company's  policy  to  reduce  the  carrying  value  of  real  estate  held  for
development  and  sale  when  future undiscounted cash flows are estimated to be
insufficient  to  recover  carrying  value.  The  amount  of  the  write-down is
equivalent  to  the difference between estimated future discounted cash flows of
the  property  and  its  unadjusted carrying value.  Estimated future cash flows
were  based  on  management's  current  development  plans and assessment of the
current  real  estate  market.  Actual  values  could  differ  from management's
estimates.

NOTE  5  -  LAND  AND  BUILDINGS

The  Company has ownership interests in two commercial buildings that are leased
to  a  major  university.  The  buildings  are  used  in  connection  with  the
university's  international  education  programs  and include both classroom and
dormitory  space.  The  combined  cost  of  both  buildings,  one  located  in
Washington,  D.C.  and  one  located  in  Sydney, Australia, is $11,932,997.  At
September  30, 2001 and December 31, 2000, the buildings had a net book value of
$10,136,759  and  $10,402,734,  respectively.  The combined land cost associated
with the buildings is $1,929,000.  Indebtedness associated with the buildings is
summarized  in  Note  10.

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

<S>                                <C>    <C>
For the year ending September 30,   2002  $1,150,504
                                    2003     313,084
                                          ----------

                                   Total  $1,463,588
                                          ==========
</TABLE>



NOTE  6  -  EQUIPMENT  HELD  FOR  LEASE

The following is a summary of all equipment in which the Company has an interest
at  September  30,  2001.  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.  In the opinion of management, the acquisition
cost  of  the  equipment  did  not  exceed  its  fair  market  value.
<TABLE>
<CAPTION>

<S>                                          <C>          <C>
                                             Remaining
                                             Lease Term   Equipment
 Equipment Type                                 (Months)  Cost
-------------------------------------------  -----------  -------------
Aircraft                                            9-45  $ 79,628,529
Locomotives                                         0-30    12,886,831
Manufacturing                                       0-23     9,095,342
Materials handling                                  0-20     7,544,546
Construction and mining                             0-15     3,744,859
Computers and peripherals                            0-2     3,000,613
Research and test                                      0       338,749
Tractors & heavy duty trucks                          22       105,350
Trailers/intermodal containers                         0        56,976
Communications                                         0         6,532
                                                          -------------
 Total equipment cost                                      116,408,327
 Accumulated depreciation                                  (50,022,290)
                                                          -------------
 Equipment, net of accumulated depreciation               $ 66,386,037
                                                          =============
</TABLE>



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

<S>                        <C>
   AFG Investment Trust A  $  2,521,479
   AFG Investment Trust B     3,691,378
   AFG Investment Trust C    51,739,388
   AFG Investment Trust D    58,456,082
                           ------------
     Total                 $116,408,327
                           ============
</TABLE>



The  preceding  summary  of  equipment  includes  leveraged  equipment having an
original cost of approximately $92 million and a net book value of approximately
$63  million  at September 30, 2001.  Indebtedness associated with the equipment
is  summarized  in Note 10.  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>    <C>
For the year ending September 30,   2002  $10,450,787
 .                                   2003    8,836,301
                                    2004    1,396,482
                                    2005      368,576
                                          -----------

                                   Total  $21,052,146
                                          ===========
</TABLE>



NOTE  7  -  OTHER  ASSETS

Other  assets,  at  September  30, 2001, primarily consist of the following: (i)
cash  surrender  value  of  PLM's  officers'  life  insurance  policies totaling
approximately  $2.3 million (ii) deposits totaling approximately $674,000, (iii)
equity  holdings  in  third-party companies totaling $602,164, and (iv) deferred
financing  costs,  net  of  accumulated  amortization,  totaling  $441,152.   At
December  31,  2000,  other  assets  had the following principal components: (i)
membership  interests  totaling  $1.2  million  in  a  limited liability company
established  to  facilitate  the  acquisition  of  PLM,  (ii)  deposits totaling
approximately  $764,000, (iii) equity holdings in third-party companies totaling
$602,164,  and  (iv)  deferred financing costs, net of accumulated amortization,
totaling $482,700.  Deferred financing costs are amortized over the terms of the
loans  to which they pertain on a straight-line basis. For the nine months ended
September  30,  2001  and  2000,  amortization  expense  resulting from deferred
financing  costs  was  $48,311  and  $44,906,  respectively.

NOTE  8  -  GUARANTY  OBLIGATIONS

On  March  8, 2000, the AFG Trusts entered into a guaranty agreement whereby the
Trusts, jointly and severally, guaranteed the payment obligations under a master
lease agreement between Echelon Commercial LLC, as lessee, and Heller Affordable
Housing of Florida, Inc., and two other entities, as lessor.  Echelon Commercial
LLC  is  controlled  by Gary D. Engle.  The lease payments of Echelon Commercial
LLC  to  Heller  are  supported by lease payments to Echelon Commercial LLC from
various  sub-lessees  who  are  parties  to  commercial  and  residential  lease
agreements  under  the  master lease agreement.  Effective December 8, 2000, the
guaranty  of  lease  payments  by  the  AFG Trusts was capped at a maximum of $7
million  (reduced  by  agreement from $34.5 million at inception of the guaranty
due  to  principal  reductions of the guaranty amount).  The guaranty amount was
reduced  according  to  a  prescribed formula as payments under the master lease
agreement  were  collected  by Heller.  In consideration for their guaranty, the
AFG  Trusts  collectively  received  an  upfront  cash fee equal to $500,000 and
receive  an additional annualized fee equal to 4% of the average guaranty amount
outstanding  during  each  quarterly period.  Accrued but unpaid fees accrue and
compound  interest  quarterly at an annualized interest rate of 7.5% until paid.

During  the  quarter  ended September 30, 2001, the requirements of the guaranty
agreement  were  met  and  the  AFG  Trusts  received  payment  for  all amounts
outstanding  under  the  guaranty  agreement  and  have  no  further  guarantee
obligations  under  the  guarantee  agreement.  During  the  nine  months  ended
September  30,  2001,  the  AFG  Trusts  collectively recognized income from the
guaranty  agreement  of  approximately  $250,000  as  compared  to approximately
$685,000  (including  the  upfront  fee)  during  the  period  March  8, 2000 to
September  30,  2000.  These  amounts  are  included  in  other  income  on  the
accompanying  consolidated  Statement  of  Operations  for the nine months ended
September  30,  2001  and  2000,  respectively.

NOTE  9  -  RELATED  PARTY  TRANSACTIONS

Administrative  Services
------------------------
A  number  of  the  Company's  administrative  functions  are performed by Equis
Financial  Group  Limited  Partnership  ("EFG"),  a  Massachusetts  limited
partnership,  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 $118,297 and $116,220 during
the  nine  months  ended  September  30,  2001  and  2000,  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  Trusts  are  paid by EFG on their behalf and EFG is
reimbursed  at  its  actual  cost  for  such expenditures.  Fees and other costs
incurred  during  the  nine months ended September 30, 2001 and 2000, which were
paid  or  accrued  by  the  Trusts  to  EFG  or  its affiliates, are as follows:
<TABLE>
<CAPTION>

<S>                              <C>         <C>
                                       2001        2000
                                 ----------  ----------

Equipment management fees        $  354,216  $  610,084
Acquisition fees                         --      23,916
Administrative charges              397,017     450,452
Reimbursable operating expenses
 due to third parties             2,807,896     815,211
                                 ----------  ----------

Total                            $3,559,129  $1,899,663
                                 ==========  ==========
</TABLE>



Summary  of  Consolidated  Operations
-------------------------------------
Total  revenues and net income (loss) generated by the Company and its principal
subsidiaries  for  the  nine  months  ended  September  30,  2001  and  2000 are
summarized  below:
<TABLE>
<CAPTION>

<S>                                    <C>           <C>
                                       Total         Net
                                       Revenues      Income (Loss)
                                       ------------  --------------
Nine months ended September 30, 2001:
 Semele Group Inc.                     $ 2,033,088   $  (3,361,886)
 Equis II Corporation                   10,829,315      (1,559,576)
 PLM International, Inc.                 7,655,000       2,425,201
 Intercompany eliminations                 (34,582)       (183,422)
                                       ------------  --------------
 Combined                              $20,482,821   $  (2,679,683)
                                       ============  ==============

Nine months ended September 30, 2000:
 Semele Group Inc.                     $ 3,758,969   $  (3,414,280)
 Equis II Corporation                   18,596,329       1,929,472
 Intercompany eliminations              (2,677,649)      1,622,485
                                       ------------  --------------
 Combined                              $19,677,649   $     137,677
                                       ============  ==============
</TABLE>



Due  From  Affiliates
---------------------
Amounts  due  from  affiliates  are  summarized  below:
<TABLE>
<CAPTION>


                                                    September 30,   December 31,
                                                         2001           2000
                                                    --------------  -------------
<S>                                                 <C>             <C>

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                                  464,986        257,029
Due from affiliates of PLM International, Inc. (1)         914,000             --
Guaranty fee receivable                                         --        364,925
Rents receivable from EFG escrow  (2)                      255,790      1,007,073
Advances to Kettle Valley Development LP                   152,279        152,279
                                                    --------------  -------------

Total                                               $    4,724,260  $   4,718,511
                                                    ==============  =============
</TABLE>



(1)  Consists  primarily  of  management  fees  receivable  due  from investment
programs  managed  by  PLM.

(2)  All  rents  and  proceeds  from  the sale of equipment 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.
<TABLE>
<CAPTION>


                                                  September 30,   December 31,
                                                       2001           2000
                                                  -------------  -------------
<S>                                               <C>             <C>

Principal balance of indebtedness to affiliates   $   34,949,392  $  34,949,392
Accrued interest due to affiliates                     3,238,186      1,457,597
Other  (1)                                             1,161,261        202,578
                                                  --------------  -------------

Total                                             $   39,348,839  $  36,609,567
                                                  ==============  =============
</TABLE>



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

In  connection  with a transaction in 1997, the Company borrowed $4,419,500 from
certain  affiliates  controlled  by  Mr.  Engle,  including  $462,353  from  AFG
Investment  Trust  A.  The  corresponding  note  obligations bear interest at an
annualized  rate of 10% and require mandatory principal repayments to the extent
the  Company  realizes  any  net  cash  proceeds from the sale or refinancing of
Rancho Malibu.  The notes mature on April 30, 2003.  During the each of the nine
months  ended September 30, 2001 and 2000, the Company incurred interest expense
of  $330,554  in  connection  with  this  indebtedness.   The  obligation to AFG
Investment  Trust  A ($462,353) and related interest expense ($34,582 in each of
2001  and  2000)  have  been  eliminated  in  consolidation.

In  November  1999,  the  Company  purchased certain equity interests in the AFG
Trusts,  referred  to as Special Beneficiary Interests.  The Special Beneficiary
Interests  were  purchased  from  EFG and consist of an 8.25% non-voting carried
interest  in  each  of  the  trusts.  The  Company  purchased  the interests for
$9,652,500  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 $3,145,584 from the Special Beneficiary Interests
and  has  paid EFG an equal amount consisting of principal and accrued interest.
At  September  30,  2001  and  December  31,  2000,  the note had an outstanding
principal  balance  of  $6,634,544.  The Special Beneficiary Interests have been
eliminated  in  consolidation.

Guaranty  of  Affiliate's  Lease  Obligations
---------------------------------------------
On  March  8,  2000,  the  AFG  Trusts  became  guarantors  of the lease payment
obligations  of  Echelon  Commercial LLC under a certain master lease agreement.
Echelon  Commercial LLC is an affiliate of the Company and the AFG Trusts and is
controlled  by  Gary D. Engle.  As of September 30, 2001, the AFG Trusts have no
further  obligations  under  the  guaranty  agreement  (See  Note  8.)

Ownership  Interests  in  Affiliated  Companies
-----------------------------------------------
The  Company  has  equity  interests  in  the  following  affiliates:
<TABLE>
<CAPTION>


                                             September 30, 2001   December 31, 2000
                                             -------------------  -------------------
<S>                                          <C>                  <C>

PLM International, Inc. equity interests in
  investment programs                        $        19,896,005  $               --
EFG Kirkwood LLC                                      10,866,180          10,224,163
EFG/Kettle Development LLC                             7,398,508           8,527,542
Equity Interests in Partnerships                       3,757,892           2,934,186
                                             -------------------  ------------------

Total                                        $        41,918,585  $       21,685,891
                                             ===================  ==================
</TABLE>



Asset  Management  -  PLM  International,  Inc.
In  February  2001,  the  AFG  Trusts, through MILPI Acquisition Corp., acquired
approximately  83%  of  the  common  stock  of PLM.  MILPI Acquisition Corp. was
formed  by  the  AFG  Trusts on December 22, 2000 to acquire PLM's common stock.
PLM  specializes  in  transportation  equipment  leasing  and  manages  several
syndicated  investment  programs  (generally  organized as or similar to limited
partnerships)  that  are  engaged  in  the  business  of  leasing transportation
equipment.  (See  Note  3.)  The  carrying  basis  of  PLM's equity interests in
certain  of  its  investment  programs  was  $19,896,005  at September 30, 2001.

Winter  Resorts  -  EFG  Kirkwood  LLC
On  May  1,  1999,  the  Company  and the AFG Trusts formed a joint venture, EFG
Kirkwood  LLC, for the purpose of acquiring preferred and common stock interests
in  Kirkwood Associates, Inc.  The AFG Trusts collectively purchased 100% of the
Class  A  membership interests in EFG Kirkwood and the Company purchased 100% of
the  Class  B  membership  interests  in  EFG  Kirkwood.  Generally, the Class A
interest holders are entitled to certain preferred returns prior to distribution
payments  to  the  Class  B  interest  holder.  The AFG Trusts' interests in EFG
Kirkwood  constitute  50%  of  the  voting  securities  of that entity under the
operating  agreement for the LLC, which gives equal voting rights to the Class A
and  Class  B  membership  interests.

On  April  30,  2000, Kirkwood Associates' ownership interests in certain assets
and  substantially  all  of  its liabilities were transferred to Mountain Resort
Holdings  LLC  ("Mountain  Resort").  On May 1, 2000, EFG Kirkwood exchanged its
interests  in  Kirkwood  Associates for membership interests in Mountain Resort,
thereby  obtaining  37.9%  of  the  membership  interests  in  Mountain  Resort.
Mountain  Resort,  through  four  wholly-owned  subsidiaries,  owns and operates
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.

Subsequent  to  acquiring its interest in Mountain Resort, EFG Kirkwood acquired
50%  of  the  membership  interests  in  Mountain Springs Resorts LLC ("Mountain
Springs").  Mountain Springs, through a wholly-owned subsidiary, owns 80% of the
common  stock  and  100%  of  the Class B Preferred stock in an entity that owns
Purgatory  Ski resort in Durango, Colorado.  The Company's ownership interest in
EFG  Kirkwood  had an original cost of $10,735,380, including an acquisition fee
of  $98,865  that  was  paid  to  EFG.  The  Company's ownership interest in EFG
Kirkwood  is  accounted  for  using the equity method.  The Company recorded net
income  of  $642,022 from its interest in EFG Kirkwood for the nine months ended
September  30,  2001.

Residential  Community  -  EFG/Kettle  Development  LLC
On  March  1,  1999,  the  Company  and  two of the AFG Trusts formed EFG/Kettle
Development  LLC,  a  Delaware  limited  liability  company,  for the purpose of
acquiring  a  49.9%  indirect  ownership  interest  in a real estate development
project in Kelowna, British Columbia, Canada called Kettle Valley.  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  10  additional  units  are  under  construction.  A
subsidiary  of  the  Company became general partner of Kettle Valley Development
Limited  Partnership  on  March 1, 1999.   The remaining equity interests in the
project  are  owned  by  a  third  party.

The  Company's  ownership interest had a cost of $8,837,500 that was funded with
cash  of $6,204,347 and a non-recourse installment note of $2,633,153.  The note
matures  on  December  1, 2001 and bears interest at an annualized rate of 7.5%.
The  outstanding  principal  balance  of  the  note was $175,457 and $938,513 at
September  30,  2001  and  December  31,  2000,  respectively.   The cost of the
Company's  ownership interest exceeded its equity interest in the underlying net
assets  of  Kettle  Valley  Development  Limited  Partnership  by  approximately
$1,300,000.  This  difference  is  being amortized on a straight-line basis over
the  estimated project development period of 10 years, resulting in amortization
expense  of  $97,500  during  each of the nine month periods ended September 30,
2001 and 2000.  The Company accounts for its ownership interest using the equity
method  of  accounting.  During  the  nine  months ended September 30, 2001, the
Company  decreased  its investment in Kettle Valley by $1,031,534 to reflect its
share  of  the  project's  net  loss.

Equity  Interests  in  Partnerships
On August 31, 1998, the Company acquired Ariston Corporation for $12.45 million,
consisting  of  cash  of $2 million and a purchase-money note of $10.45 million.
Ariston  was  purchased  from EFG and owns equity interests in (i) a real estate
limited partnership called AFG International Limited Partnership, which owns two
commercial buildings leased to a major educational institution (See Note 5), and
(ii)  a  98%  limited partner interest in Old North Capital Limited Partnership,
which  owns  equity  interests  in  each  of the AFG Trusts and 11 other limited
partnerships  established  by  EFG's  predecessor.  The  remaining  2%  equity
interests  in  Old  North  Capital,  including those of the general partner, are
owned  by  Mr.  Engle, Mr. Coyne, and a third party and controlled by Mr. Engle.
The  acquisition  of  Ariston  was  accounted  for  under the purchase method of
accounting  and  the balance sheets and statements of operations of Ariston were
consolidated  effective  September  1,  1998.  The  purchase-money  note  bears
interest  at  an  annualized rate of 7%, but requires principal amortization and
payment of interest only to the extent of cash distributions paid to the Company
in connection with the partnership interests owned by Ariston.  The note matures
on  August  31, 2003 and is recourse to the common stock of Ariston.  In October
1998,  Ariston  declared  and  paid  a  cash  distribution  of $2,020,000 to the
Company;  however,  future  cash distributions by Ariston require the consent of
EFG  until  such  time  that  the  Company's obligation to EFG under the note is
repaid.  On  January  26, 2000, the Company made principal and interest payments
of  $2,031,504  and  $50,798,  respectively,  in connection with this note.  The
outstanding  principal  balance  of  this  obligation  at September 30, 2001 and
December  31,  2000  was  $8,418,496.  Ariston's  ownership interests in limited
partnerships  (11  in  total) are accounted for using the equity method.  During
the  nine  months  ended  September 30, 2001, the Company recorded net income of
$823,706  related  to  these  interests.  Ariston's  equity interests in the AFG
Trusts  are  eliminated  in  consolidation.

NOTE  10  -  NOTES  PAYABLE  TO  THIRD  PARTIES

At  September  30, 2001, the Company had aggregate indebtedness to third parties
of  $54,430,684,  including  two note obligations totaling $5,767,730 associated
with  the  Company's  two commercial buildings.  (See Note 5.)  One loan, with a
balance  of  $5,290,969,  matures  on  June  1,  2010 and carries a fixed annual
interest  rate  of 7.86% and the other loan, with a balance of $476,761, matures
on  December 31, 2002 and carries a variable annual interest rate equal to prime
plus  1.5%  (7.5%  at  September  30,  2001).  The  remainder  of  the Company's
indebtedness  to  third  parties  is non-recourse installment debt pertaining to
equipment  held  on  operating  leases.  (See  Note 6.)  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  principally  aircraft),  retirement  of  the  debt  obligations  is
partially  dependent  upon the residual value of the equipment.  The Company has
balloon  debt  obligations  due at the expiration of certain equipment leases of
$36,594,449.  Interest  rates  on equipment debt obligations range from 6.76% to
9.95%  at  September  30,  2001.

Management  believes  that the carrying amount of the Company's notes payable to
third  parties  approximates  fair  value  at  September  30,  2001 based on its
experience  and  understanding of the market for instruments with similar terms.

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 September 30,  2002  $  590,236  $ 5,695,859  $ 6,286,095
                                   2003     686,404    9,532,850   10,219,254
                                   2004     449,467   33,097,313   33,546,780
                                   2005     486,096      336,932      823,028
                                   2006     620,793           --      620,793
Thereafter                                2,934,734           --    2,934,734
                                         ----------  -----------  -----------

  Total                                  $5,767,730  $48,662,954  $54,430,684
                                         ==========  ===========  ===========
</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                 $   444,967
AFG Investment Trust B                     444,967
AFG Investment Trust C                  23,332,484
AFG Investment Trust D                  24,440,536
Old North Capital Limited Partnership      476,761
AFG International Limited Partnership    5,290,969
                                       -----------

 Total                                 $54,430,684
                                       ===========
</TABLE>



NOTE  11  -  DEFERRED  STOCK  COMPENSATION

In  1997, the Company established a deferred compensation plan for Mr. Engle and
Mr.  Coyne.  Pursuant  to  terms  of  the plan, both Mr. Engle and Mr. Coyne may
receive shares of the Company's common stock instead of cash compensation.   The
number  of  shares  allocated  to them is determined at the end of each month by
dividing  the  average  closing  price  of  the Company's stock for the last ten
trading  days of the month into the dollar amount that otherwise would have been
paid  to  them  as cash compensation for the month.  The shares (which are fully
vested)  are  held in a rabbi trust established for the benefit of Mr. Engle and
Mr.  Coyne,  but are not expected to be transferred to them until termination of
their  employment.  The  Company treats the issuance of shares under the plan as
compensation  and,  therefore, recognizes an expense equal to the amount of cash
compensation  that  would  have  been  paid  to each individual. During the nine
months ended September 30, 2001, the Company did not issue shares under the plan
but  accrued  compensation  expense  for  both officers.  During the nine months
ended  September  30,  2000,  the  Company  issued 37,574 shares under the plan.
During  each  of  the  nine month periods ended September 30, 2001 and 2000, the
Company recorded aggregate compensation expense of $180,000.  These expenses are
included in general and administrative expenses on the accompanying consolidated
Statements  of Operations for each of the nine month periods ended September 30,
2001  and  2000.

NOTE  12  -  LITIGATION

PLM  International,  Inc.  and  various  of  its  wholly  owned subsidiaries are
defendants  in a class action lawsuit filed in January 1997 and which is pending
in  the  United  States  District  Court  for  the Southern District of Alabama,
Southern  Division  (Civil  Action  No.  97-0177-BH-C)  (the  court).  The named
plaintiffs are six individuals who invested in PLM Equipment Growth Fund IV, PLM
Equipment  Growth  Fund  V  (Fund  V),  PLM  Equipment  Growth  Fund VI, and PLM
Equipment Growth & Income Fund VII (the Partnerships), each a California limited
partnership for which the PLM's wholly owned subsidiary, PLM Financial Services,
Inc.  (FSI)  acts  as  the  General  Partner.

The  complaint  asserts  causes  of  action against all defendants for fraud and
deceit,  suppression,  negligent  misrepresentation,  negligent  and intentional
breaches  of  fiduciary  duty,  unjust  enrichment,  conversion, and conspiracy.
Plaintiffs  allege  that  each  defendant  owed plaintiffs and the class certain
duties  due  to  their  status  as  fiduciaries, financial advisors, agents, and
control  persons.  Based  on  these  duties, plaintiffs assert liability against
defendants  for  improper  sales  and  marketing practices, mismanagement of the
Partnerships,  and  concealing  such  mismanagement  from  investors  in  the
Partnerships.  Plaintiffs  seek  unspecified  compensatory  damages,  as well as
punitive  damages.

In  June 1997, PLM and the affiliates who are also defendants in the Koch action
were  named  as  defendants  in  another purported class action filed in the San
Francisco  Superior Court, San Francisco, California, Case No. 987062 (the Romei
action).  The plaintiff is an investor in Fund V, and filed the complaint on her
own behalf and on behalf of all class members similarly situated who invested in
the  Partnerships.  The  complaint alleges the same facts and the same causes of
action  as  in  the Koch action, plus additional causes of action against all of
the  defendants, including alleged unfair and deceptive practices and violations
of  state  securities  law.  In  July  1997,  defendants  filed  a petition (the
petition) in federal district court under the Federal Arbitration Act seeking to
compel  arbitration  of plaintiff's claims.  In October 1997, the district court
denied  the  Company's  petition,  but  in  November  1997,  agreed  to hear the
Company's  motion  for  reconsideration.  Prior  to reconsidering its order, the
district court dismissed the petition pending settlement of the Romei action, as
discussed  below.  The  state  court  action continues to be stayed pending such
resolution.

In  February 1999 the parties to the Koch and Romei actions agreed to settle the
lawsuits,  with  no  admission  of  liability  by  any  defendant,  and  filed a
Stipulation  of  Settlement  with the court.  The settlement is divided into two
parts,  a  monetary  settlement  and  an  equitable  settlement.  The  monetary
settlement  provides  for  a  settlement  and  release  of  all  claims  against
defendants  in  exchange  for payment for the benefit of the class of up to $6.6
million.  The  final settlement amount will depend on the number of claims filed
by  class members, the amount of the administrative costs incurred in connection
with  the  settlement, and the amount of attorneys' fees awarded by the court to
plaintiffs'  attorneys.  PLM  will  pay  up  to  $0.3  million  of  the monetary
settlement,  with  the  remainder  being  funded  by  an  insurance policy.  For
settlement  purposes,  the  monetary settlement class consists of all investors,
limited partners, assignees, or unit holders who purchased or received by way of
transfer  or  assignment  any units in the Partnerships between May 23, 1989 and
August  30,  2000.  The  monetary  settlement,  if  approved,  will  go  forward
regardless  of  whether  the  equitable  settlement  is  approved  or  not.

The  equitable  settlement  provides, among other things, for: (a) the extension
(until  January  1,  2007) of the date by which FSI must complete liquidation of
the  Partnerships'  equipment,  (b)  the  extension  (until
December 31, 2004) of the period during which FSI can reinvest the Partnerships'
funds  in  additional  equipment,  (c) an increase of up to 20% in the amount of
front-end  fees  (including  acquisition and lease negotiation fees) that FSI is
entitled  to  earn  in  excess  of the compensatory limitations set forth in the
North American Securities Administrator's Association's Statement of Policy; (d)
a  one-time  repurchase  by  each  of  Funds  V, VI and VII of up to 10% of that
partnership's outstanding units for 80% of net asset value per unit; and (e) the
deferral  of a portion of the management fees paid to an affiliate of FSI until,
if  ever,  certain  performance  thresholds  have  been met by the Partnerships.
Subject  to  final  court  approval,  these  proposed  changes  would be made as
amendments  to each Partnership's limited partnership agreement if less than 50%
of  the  limited partners of each Partnership vote against such amendments.  The
equitable  settlement also provides for payment of additional attorneys' fees to
the  plaintiffs'  attorneys  from  Partnership funds in the event, if ever, that
certain performance thresholds have been met by the Partnerships.  The equitable
settlement  class consists of all investors, limited partners, assignees or unit
holders who on August 30, 2000 held any units in Funds V, VI, and VII, and their
assigns  and  successors  in  interest.

The  court  preliminarily  approved  the  monetary  and equitable settlements in
August 2000, and information regarding each of the settlements was sent to class
members  in  September  2000.  A final fairness hearing was held on November 29,
2000,  and  on April 25, 2001, the federal magistrate judge assigned to the case
entered  a Report and Recommendation recommending final approval of the monetary
and  equitable  settlements  to  the  federal district court judge.  On July 24,
2001,  the  federal  district court judge adopted the Report and Recommendation,
and  entered  a  final  judgment approving both settlements.  No appeal has been
filed  and  the  time  for  filing  an appeal has run. Therefore, monetary class
members  who  submitted  claims  will be paid their settlement amount out of the
monetary  fund by the third-party claims administrator once the final settlement
amounts  are  calculated  pursuant  to  the  formula set forth in the settlement
agreement  and  court  order.  Similarly  the  equitable  settlement  will  be
implemented  promptly.  For  those  equitable class members who submitted timely
requests  for  the repurchase of their limited partnership units, the respective
partnerships  will  repurchase  such  units  by  December  31,  2001.

PLM  is  involved  as  plaintiff  or  defendant  in  various other legal actions
incidental  to  its  business.  Management  does  not  believe that any of these
actions  will be material to the financial condition or results of operations of
PLM.

NOTE  13  -  NEW  ACCOUNTING  PRONOUNCEMENTS

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
"Business  Combinations",  and  SFAS  No.  142,  "Goodwill  and Other Intangible
Assets",  (collectively  the  "Statements") effective for fiscal years beginning
after  December  15,  2001.  Under the new rules, goodwill and intangible assets
deemed  to have indefinite lives will no longer be amortized but will be subject
to  annual impairment tests in accordance with the Statements.  Other intangible
assets  will  continue  to  be  amortized  over  their  useful  lives.

In  October  2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or  Disposal  of Long-Lived Assets, which replaces SFAS No. 121, "Accounting for
the  Impairment  of  Long-Lived Assets and Long-Lived Assets to be Disposed of".
SFAS  No.  144  provides  updated  guidance  concerning  the  recognition  and
measurement  of  an  impairment  loss  for  certain  types of long-lived assets,
expands  the  scope  of  a  discontinued  operation to include a component of an
entity and eliminates the current exemption to consolidation when control over a
subsidiary is likely to be temporary. SFAS No. 144 is effective for fiscal years
beginning  after  December  15,  2001.

The  Company  will  apply the new rules on accounting for the goodwill and other
intangible  assets  and  for  the  impairment  or  disposal of long-lived assets
beginning  the first quarter of 2002, which is not anticipated to have an impact
on  the  Company's  earnings  or  financial  position.



<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION OR PLAN OF OPERATION


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. (the "Company") is a Delaware corporation that was organized
on  April  14,  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,
1994  and  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  attempted  to seek out ways to maximize shareholder value and take
advantage  of  investment opportunities where its significant loss carryforwards
for federal income tax purposes (approximately $99 million at December 31, 2000)
could  make  it  a value-added buyer.  In recent years, the Company 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 274 acres of land located
in Southern California known as Rancho Malibu.  Today, the Company is engaged in
various  real estate activities, including residential property development, and
holds  investments  in  other  companies  operating  in niche financial markets,
principally  involving  real  estate  and  equipment  leasing.

In  April 2001, the Company received a letter from the Nasdaq Stock Market, Inc.
wherein the staff determined that the Company had failed to meet certain minimum
standards  for  continued  listing  on  the Nasdaq SmallCap Market.  The Company
appealed  this  decision and requested an oral hearing before the Nasdaq Listing
Qualifications  Panel,  which  was  held  on  June 28, 2001.  On August 7, 2001,
Nasdaq  notified  the  Company  of the panel's decision to de-list the Company's
stock  from  The  Nasdaq SmallCap Market effective at the opening of business on
August  8,  2001.  As  a  result  of the foregoing, the Company's securities are
traded on the OTC Bulletin Board, commonly referred to as the "over-the-counter"
market.   The  Company's  trading  symbol  on  that exchange is "VSLF.OB."  This
change  could  have  an  adverse  affect  on  the  Company's  share  price  and
stockholders'  liquidity.

RECENT  ACQUISITIONS

PLM  International,  Inc.
-------------------------
On  December  22,  2000,  an  affiliate of the Company, MILPI Acquisition Corp.,
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 MILPI Acquisition Corp. to
purchase  all  of  the  outstanding  common  stock  of  PLM  for  cash.

MILPI  Acquisition  Corp.  is  a  wholly-owned subsidiary of MILPI Holdings LLC,
which  was  formed by four Delaware business trusts (collectively referred to as
the  "AFG  Trusts"  or  the  "Trusts") on December 22, 2000.  The AFG Trusts are
consolidated affiliates of the Company engaged in the equipment leasing and real
estate  businesses.  MILPI Acquisition Corp. 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, MILPI Acquisition Corp. commenced a tender
offer  to  purchase  any  and  all  of  PLM's  outstanding  common  stock.

Pursuant to the cash tender offer, MILPI Acquisition Corp. acquired 83% of PLM's
common  stock in February 2001 for a total purchase price of approximately $21.7
million.  Under  the  terms of the agreement, MILPI Acquisition Corp. will merge
into  PLM,  with  PLM  becoming  the  surviving entity, upon the approval of the
holders  of  50.1%  of  PLM's  outstanding  common stock.  PLM filed preliminary
proxy  materials with the Securities and Exchange Commission on February 9, 2001
relating  to  a  special  meeting  of  its  shareholders  to  vote on the merger
proposal.  Because  MILPI  Acquisition Corp. owns 83% of PLM's common stock, its
vote  alone would be sufficient to assure the approval of the merger proposal at
the  special  meeting, as MILPI Holdings has agreed to vote all of its shares in
favor of the merger proposal.  Once the merger is approved, the AFG Trusts would
then  jointly own 100% of the outstanding common stock of PLM through their 100%
interest  in  MILPI  Holdings.  In connection with its review of the preliminary
proxy  materials,  the  staff  of  the  SEC  has informed the AFG Trusts that it
believes  certain  of 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.  If
necessary,  each  of  the  Trusts  intends  to  avoid being deemed an investment
company  by means that may include disposing or acquiring certain assets that it
might  not  otherwise dispose or acquire.  The parties do not intend to schedule
the  special  meeting of stockholders of PLM International pending resolution of
this  issue.  If  the  merger  is  approved,  the  AFG Trusts may be required to
provide  an  additional  $4.4  million  to  acquire  the  remaining 17% of PLM's
outstanding common stock.  Mr. Engle and Mr. Coyne are officers and directors of
MILPI  Acquisition  Corp  and  PLM.

Equis  II  Corporation
----------------------
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
("Equis  II"),  a Massachusetts corporation having a controlling interest in the
AFG  Trusts.  During  the first quarter of 2000, the Company sought and 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 for that purpose.  The market
value  of  the shares issued was $2,358,750 ($4.625 per common share) based upon
the  closing  price  of  the  Company's  common  stock  on  April  20,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's  acquisition  of  Equis  II  Corporation  and  the  resulting
consolidation  of  the  AFG  Trusts  significantly  changed  the  nature  of the
Company's consolidated operations.  In addition, the Company's 2001 consolidated
financial  statements  have  been further affected by the AFG Trusts' collective
purchase  of  approximately  83% of the common stock of PLM.  The acquisition of
PLM  has  been  accounted  for  using  the  purchase  method of accounting.  The
financial  position  and  results of operations of PLM have been consolidated in
the  accompanying  financial  statements  commencing at the date of acquisition;
and,  therefore,  the Company's consolidated results of operations are not fully
comparable  between  the  first nine months of 2001 and the first nine months of
2000.

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 Trusts are
limited-life  entities  that  have  scheduled dissolution dates.  The AFG Trusts
were  organized  to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The net capital of the Trusts was raised
initially  from  a  series of offerings in the public marketplace.  These equity
interests  are referred to as Class A Interests, the majority of which are owned
by approximately 5,300 third-party investors.  In 1997, the capital structure of
the  Trusts was expanded to include a new form of equity interest referred to as
the  Class B Interests, the majority of which are owned by Equis II Corporation.
In  addition,  the  investment objectives of the Trusts were expanded in 1998 to
permit  business activities other than equipment leasing.  The Class B Interests
owned  by Equis II represent approximately 62% of the aggregate voting interests
in  each  of  the  Trusts.  Accordingly,  the  Company's  purchase  of  Equis II
Corporation  resulted  in  the  Company  obtaining  voting  control over the AFG
Trusts;  and, as a result, the accompanying financial statements consolidate the
operating  results  and  financial  positions  of  the  Trusts.  The  Company's
consolidated  financial  statements  contain  a  significant  minority  interest
component  that  reflects  that portion of the Company's consolidated net assets
and  results  of  operations  attributable  to  the  economic interests of other
parties in the AFG Trusts and PLM or in certain other consolidated affiliates in
which  the  Company  does  not  own  a  100%  economic  interest.

A  significant  portion  of  the  Trusts'  equipment  was  financed  under  note
agreements  that  are  secured  by  the  equipment and associated lease streams.
Rental  income  generated  by  the Trusts' lease agreements is used to repay the
Trusts'  debt  obligations and to fund the Trusts' operating expenses, including
management  fees.  Certain  management  fees are paid to AFG ASIT Corporation, a
wholly-owned  subsidiary  of the Company, which functions as managing trustee of
the  Trusts.  These  fees are eliminated in consolidation.  All other management
fees are paid to Equis Financial Group Limited Partnership ("EFG"), an affiliate
of  the  Company.   The  Trusts'  debt  obligations  at  September  30, 2001 are
expected  to  be  retired  through  the collection of contracted rents, with the
exception  of  balloon  payment obligations totaling $36,594,449 associated with
the  Trusts'  SAS  and  Emery  aircraft.  (See additional discussion of aircraft
matters under Results of Operations.)  Repayment of the balloon debt obligations
will  be  dependent  upon  the  negotiation  of  future  lease contracts, future
refinancing arrangements or sales or, alternatively, the use of working capital.
At September 30, 2001, the Trusts were due future contracted lease payments from
third-party  lessees  totaling  $21,052,146  and  owed  third-party  lenders
$12,068,505  of  principal  debt  obligations,  excluding  balloon  payment
obligations.

The Trusts' lease agreements are triple net lease agreements whereby the lessees
are  responsible  for  all  costs  of  operating,  maintaining  and insuring the
equipment.  The  leases  expire  on  an  intermittent  basis  and equipment held
pursuant  to  each  lease  is  renewed,  re-leased  or sold at lease expiration,
depending  on prevailing market conditions and the assessment of such conditions
by AFG ASIT Corporation, as managing trustee, and EFG, as adviser, to obtain the
most  advantageous  economic  benefit.  As  the original lease agreements of the
Trusts  expire  and  their  equipment  portfolios are disposed of, the cash flow
streams  of  the  Trusts  will  become  increasingly irregular.  This will occur
partly  because  the  portfolio  of equipment within the Trusts will continue to
diminish and partly because the timing and extent of remarketing activities will
be subject, as always, to 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.

Generally,  the  lessees of the Trusts are of sound credit quality.  Since their
inception,  the  AFG Trusts have not experienced significant collection problems
and  have  not  considered  it  necessary  to  provide an allowance for doubtful
accounts.  However,  there  is no assurance that the Trusts' positive collection
histories will continue or that the composition of their lessee customers from a
credit quality perspective will not deteriorate.  Collection risk could increase
in  the  future,  particularly  as  the  Trusts'  sell their equipment and enter
re-lease  agreements  with different lessees.  AFG ASIT Corporation, as managing
trustee,  will  continue to evaluate the Trusts' experiences in collecting rents
to  determine  whether  a  future  allowance  for  doubtful  accounts may become
appropriate.

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  with  related  parties  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  September  30,  2001  and December 31, 2000, the Company owed Mr. Engle, Mr.
Coyne  or  their  affiliates  approximately  $35  million  plus accrued interest
thereon.  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  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 September 30,
2001,  Mr.  Engle owns or controls 40.3% 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  recent  purchases  from  related  parties.
Substantially  all  of the net cash flow generated by these acquisitions will be
used to repay corresponding purchase price indebtedness.  The Company's cash and
cash  equivalents  balance declined from approximately $27.8 million at December
31,  2000  to approximately $19.2 million at September 30, 2001 principally as a
result  of  the  PLM  acquisition  in  February  2001.  The  Company's near-term
liquidity  will  be  significantly  influenced  by  the  completion  of  the PLM
acquisition  which  may require additional cash of approximately $4.4 million to
acquire  the  remaining  17%  of  PLM's  outstanding  stock.  (See Note 3 to the
accompanying  consolidated  financial  statements.)  In addition, the Company is
evaluating  its  plans  to  develop  the Rancho Malibu property.  The Company is
considering potential joint venture partners to develop the property or may seek
buyers  to  purchase  the  project.

RESULTS  OF  OPERATIONS

At  September  30,  2001,  the AFG Trusts collectively held approximately $116.4
million  of  equipment  assets  having  a  net book value of approximately $66.4
million.  Approximately  68%  of  those assets consisted of three commercial jet
aircraft  on lease to Scandinavian Airlines System ("SAS"), Emery Worldwide, and
Aerovias  de  Mexico,  S.A. de C.V.  The latter aircraft, which is owned jointly
between  the  AFG  Trusts  and certain affiliated limited partnerships, had been
leased  to  Reno  Air  until  June  2001.  The  AFG Trusts collectively received
approximately  $298,000  of  early-termination  rents from Reno in June 2001 and
Reno  further  agreed  to  pay  a  negotiated sum for aircraft maintenance.  The
balloon debt obligation, previously scheduled to be paid after the expiration of
the  Reno  lease in January 2003, was refinanced in connection with the re-lease
to  Aerovias de Mexico.  As a result, the AFG Trusts' share of the balloon debt,
which  was  approximately $1,130,000, will be amortized by the future rents from
the  re-lease  agreement.  The AFG Trusts' collective ownership interest in this
aircraft  is  approximately  35%.  Lease  revenues  from  all  three  aircraft
collectively represented 57% of the Company's consolidated lease revenues during
both  the  three and nine month periods ended September 30, 2001 compared to 54%
and  48%,  respectively,  for the same periods in 2000.  Lease revenues from SAS
represented  45%  and 43% of the Company's consolidated rental income during the
three  and  nine  months ended September 30, 2001, respectively, compared to 43%
and  39%  for  the  same  periods in 2000.  The growing significance of aircraft
rents  in  relation to other rents reflected between 2000 and 2001 is the result
of  lease  expirations and equipment sales involving assets other than aircraft.

The  events  of September 11, 2001 adversely affected market demand for both new
and  used  commercial  aircraft  and  weakened the financial position of several
airlines.  No  direct damage occurred to any of the Company's assets as a result
of  these  events  and  while  it  currently  is not possible for the Company to
determine  the  ultimate  long-term economic consequences of these events to the
AFG  Trusts  or to the Company, management expects that the resulting decline in
air  travel  will suppress market prices for used aircraft in the short-term and
could  inhibit  the viability of some airlines.  In the event of a lease default
by  an  aircraft  lessee,  the  Company  could  experience  material losses.  At
September  30,  2001,  the AFG Trusts have collected all rents owed to them from
aircraft lessees.  In addition, its membership interest in two ski resorts could
be aversely affected by potential declines in vacation travel resulting from the
events  of  September  11,  2001.  The Company is monitoring developments in the
airline  and  resort  industries  and  will  continue  to  evaluate  potential
implications  to  the  Company's  financial  position  and  future  liquidity.

Fee  income  results  from  the  Company's  acquisition  of  PLM  and  consists
principally of management fees and acquisition and lease negotiation fees earned
in  connection  with  the  investment  programs  managed  by  PLM.

Interest  income  decreased  from $538,275 and $1,531,472 for the three and nine
month  periods  ended  September 30, 2000 to $180,688 and $757,599 for the three
and  nine  month  periods  ended  September  30,  2001.  The  decline was caused
principally  from  the  disbursement  of  approximately $21.7 million of cash to
acquire  83% of PLM.  Interest income is generated from the temporary investment
of  rental  receipts  and  equipment  sales  proceeds in short-term instruments.
Generally,  future  interest  income  will  fluctuate  as  a  result of changing
interest  rates, the collection of rental income and the proceeds generated from
equipment  sales,  among  other  factors.

During  the  three months ended September 30, 2001, the Company recognized a net
loss  of  $852 on the sale of equipment compared to a net gain of $2,261,342 for
the  three months ended September 30, 2000.  For the nine months ended September
30, 2001, the Company recognized a net gain of $630,438 on the sale of equipment
compared to a net gains of $3,347,580 for the same period in 2000.  The ultimate
economic  performance  of  the Company's consolidated equipment portfolio is and
will  continue  to  be dependent upon many factors, including market conditions,
industry  trends, technological advances and many other events that can converge
to  enhance or detract from asset values at any given time.   The gross yield on
each  equipment  asset  is a function of its primary-term rents and its residual
value  in  relation  to cost.  Residual value consists of cash proceeds realized
from  the  sale of an asset in addition to all other cash receipts obtained from
renting  the  asset  on  a  re-lease,  renewal  or  month-to-month basis.  These
payments are classified as rental income.  Consequently, the amount of net gains
reported  in the Company's financial statements is not necessarily indicative of
the  total  residual  value  achieved  from  leasing  the  equipment.

During  the  three month period ended September 30, 2001, the Company recognized
equity  losses  in  affiliated  companies of $1,423,772.  Those losses partially
offset  prior  equity  income  in  affiliated companies, resulting in net equity
income from affiliated companies of $434,188 for the nine months ended September
30,  2001.  The  loss  reported during the three months ended September 30, 2001
was  caused  by the Company's ownership interests in EFG Kirkwood LLC, which has
equity  interests  in  two  ski resorts.  The resorts are located in the western
United  States  and experienced good operating conditions during the past winter
season  which  contributed  to  first  quarter earnings.  However, the operating
results  of  ski  resorts  are highly seasonal and losses generally are expected
during  the  summer and autumn months.  Accordingly, the Company does not expect
positive  operating  results  from EFG Kirkwood LLC prior to the commencement of
the  2001-2002  winter  season.  During  the  three and nine month periods ended
September 30, 2000, the Company recognized equity losses in affiliated companies
of  $174,710.  The  loss  reported during the three and nine month periods ended
September 30, 2000 was caused by the Company's ownership interests in EFG/Kettle
Development  LLC.

During  the  nine  months  ended  September  30,  2001  and 2000, the AFG Trusts
collectively  recorded  income  of  approximately  $250,000  and  $685,000,
respectively,  for  fees relating to their guaranty of certain lease obligations
of  an  affiliate,  Echelon  Commercial  LLC.  These  fees are included in other
income  on  the  Company's  2001  and 2000 consolidated Statement of Operations.

Approximately $266,000 of the Company's depreciation expense in each of the nine
months  ended  September  30,  2001  and  2000  pertains  to  its two commercial
buildings.  The  remainder  of depreciation expense pertains mostly to equipment
held for lease. For financial reporting purposes, to the extent that an asset is
held  on  primary  lease  term,  depreciation  is  computed  by  allocating  the
difference  between  (i)  the cost of each 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 value represents an estimate of equipment value
at  the  date  of primary lease term expiration.  To the extent that an asset is
held  beyond  its primary lease term, depreciation is computed by allocating the
then  remaining  net  book value of each asset on a straight-line basis over the
asset's  remaining  economic  life.

Interest  expense on indebtedness to third parties decreased from $1,354,091 and
$4,356,575  for  the  three  and  nine month periods ended September 30, 2000 to
$916,482 and $3,529,857 for the three and nine month periods ended September 30,
2001.  The  decline  in  consolidated interest expense to third parties reflects
the  retirement  of  debt obligations attributable mostly to equipment on lease.
Interest  expense  on indebtedness and other obligations to affiliates decreased
from  $684,105  and  $2,180,741  for  the  three  and  nine  month periods ended
September  30,  2000  to  $421,148  and  $1,291,625 for the three and nine month
periods  ended September 30, 2001.  The decline was caused by the capitalization
of  interest costs in connection with real estate held for development and sale,
$234,990  and  $673,540  during the three and nine month periods ended September
30,  2001,  respectively,  and  from the repayment of a portion of the Company's
purchase-price indebtedness for Equis II Corporation and the Special Beneficiary
Interests.  (See  Note 4 to the consolidated financial statements concerning the
Company's  real  estate  held  for  development  and  sale.)

During the three months ended September 30, 2001, the Company recorded a pre-tax
charge  to  earnings  of $2,525,962.  The provision relates to the write-down of
the  Malibu  property to fair value in accordance with SFAS No. 121, "Accounting
for  Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed
of".  (See  Note  4  to  the  consolidated  financial  statements).

General  and  administrative  expenses  increased  principally  due  to  the
consolidation  of PLM's operating and administrative expenses and higher overall
operating  costs  within  the  AFG  Trusts.  Fees  and  expenses  to  affiliates
principally  represent  equipment  management  fees  paid  to  EFG  for services
rendered.  Equipment  management  fees  are  based  upon  a percentage of rental
income.  The  decline  in  fees  from  $726,304  in  2000 to $472,513 in 2001 is
primarily  a  function  of  lower  rental  income  within  the  AFG  Trusts.

Per  Share  Results

For  the  three  months  ended  September  30,  2001,  the  Company  reported  a
consolidated net loss of $3,585,157 ($1.72 per share) compared to a consolidated
net  loss  of $55,324 ($0.03 per share) for the same period in 2000.  Net income
per share for the three months ended September 30, 2001 is based on the weighted
average  number of shares outstanding during the period of 2,078,718 compared to
1,728,344  for  2000.

For  the  nine  months  ended  September  30,  2001,  the  Company  reported  a
consolidated  net  loss of $2,679,683 ($1.29 per share) compared to consolidated
net  income  of  $137,677  ($0.09  per  share) for the same period in 2000.  Net
income (loss) per share for the nine months ended September 30, 2001 and 2000 is
based  on the weighted average number of shares outstanding during the period of
2,078,718  and  1,512,046,  respectively.

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

<S>         <C>
Item 1.     Legal Proceedings
            Response:  None

Item 2.     Changes in Securities
            Response:  None

Item 3.     Defaults upon Senior Securities
            Response:  None

Item 4.     Submission of Matters to a Vote of Security Holders
            Response:  None

Item 5.     Other Information
            Response:  None

Item 6(a).  Exhibits
            Response:   None

Item 6(b).  Reports on Form 8-K
            Response:   None
</TABLE>



<PAGE>
                                 SIGNATURE PAGE


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.


<TABLE>
<CAPTION>

<S>                                         <C>

By: /s/ Gary D. Engle                       Date: November 14, 2001
------------------------------------------
Gary D. Engle, Chairman, Chief Executive
Officer and Director


By: /s/ James A. Coyne                      Date: November 14, 2001
------------------------------------------
James A. Coyne, President, Chief Operating
Officer and Director


By: /s/ Michael J. Butterfield              Date: November 14, 2001
------------------------------------------
Michael J. Butterfield, Vice President and
Chief Financial Officer
</TABLE>





<PAGE>