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

                                   FORM 10-QSB



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

     OR

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


     Commission  File  Number  0-16886


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



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


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


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


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


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


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










<PAGE>





                                SEMELE GROUP INC.

                                   FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>



                                                                                Page
                                                                                ----

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

  Consolidated balance sheets at June 30, 2002 and December 31, 2001               3

  Consolidated statements of operations for the three and six months
  ended June 30, 2002 and 2001                                                     4

  Consolidated statement of stockholders' capital (deficit) for the six months
   ended  June 30, 2002                                                            5

  Consolidated statements of cash flows for the six months
  ended June 30, 2002 and 2001                                                     6

  Notes to the Consolidated Financial Statements                                   7


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


PART II.  OTHER INFORMATION:

Items 1 - 6                                                                       32

Signatures                                                                        33

</TABLE>




<PAGE>
------


PART  I  -  FINANCIAL  INFORMATION
----------------------------------

                                SEMELE GROUP INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>



                                                                                            June 30,       December 31,
  (Unaudited)                                                                                 2002             2001
------------------------------------------------------------------------                ----------------  --------------
<S>                                                                                       <C>             <C>
ASSETS
Cash and cash equivalents                                                                 $  17,299,796   $  19,953,899
Restricted cash                                                                                 454,614         452,370
Rents and other receivables                                                                   1,680,752       1,183,127
Due from affiliates                                                                           4,512,918       4,624,498
Equipment held for lease, net of accumulated depreciation
  of $63,294,909 and $62,491,363 at June 30, 2002 and
  December 31, 2001, respectively                                                            44,561,556      53,385,432
Real estate held for development and sale                                                    12,594,490      11,279,856
Land                                                                                          1,929,000       1,929,000
Buildings, net of accumulated depreciation of $2,062,212 and $1,884,896
  at June 30, 2002 and December 31, 2001, respectively                                        9,870,785      10,048,101
Interest in affiliated companies                                                             23,725,411      24,321,861
Interest in non-affiliated companies                                                         16,850,529      16,471,490
Other assets                                                                                  3,939,403       3,648,170
Goodwill, net of accumulated amortization of $764,762 at
   June 30, 2002 and December 31, 2001                                                        7,894,349       4,590,299

      Total assets                                                                        $ 145,313,603   $ 151,888,103

LIABILITIES
Accounts payable and accrued expenses                                                     $   8,659,777   $   8,811,499
Deferred rental income                                                                          583,523         583,535
Other liabilities                                                                             3,154,507       3,154,507
Indebtedness                                                                                 48,871,314      52,918,296
Indebtedness and other obligations to affiliates                                             40,257,104      39,408,049
Deferred income taxes                                                                        11,688,968       9,751,000

     Total liabilities                                                                      113,215,193     114,626,886

Minority interests                                                                           50,893,932      55,408,679

Commitments and contingencies

STOCKHOLDERS' CAPITAL (DEFICIT)
Common stock, $0.10 par value; 5,000,000 shares authorized;
  2,916,647 shares issued at June 30, 2002 and December 31, 2001                                291,665         291,665
Additional paid in capital                                                                  144,680,487     144,680,487
Accumulated deficit                                                                        (149,534,668)   (148,886,608)
Deferred compensation, 164,279 shares at June 30, 2002
  and December 31, 2001                                                                        (816,767)       (816,767)
Treasury stock at cost, 837,929 shares at June 30, 2002
   and December 31, 2001                                                                    (13,416,239)    (13,416,239)
     Total stockholders' deficit                                                            (18,795,522)    (18,147,462)
                                                                                          --------------  --------------

     Total liabilities, minority interests and stockholders' deficit                      $ 145,313,603   $ 151,888,103

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

<PAGE>

</TABLE>


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

<TABLE>
<CAPTION>

                                                                For the three months ended  For the six months ended
                                                                           June 30,                  June 30,
                                                                     2002          2001          2002         2001
                                                                 ============  ============  ============  ===========
<S>                                                              <C>           <C>           <C>           <C>
REVENUES

Lease revenue                                                    $ 3,026,860   $ 4,023,557   $ 6,310,887   $ 7,716,506
Management fee income from affiliates                              1,254,999     2,136,666     2,520,799     3,355,000
Interest income                                                       68,214       290,499       200,531       576,911
Interest income from affiliates                                       91,132        65,435       142,398       130,870
Gain on sales of equipment, net                                       94,131        32,278       177,888       631,290
Equity income (loss) in affiliated companies                        (150,719)      488,844      (119,320)      646,090
Equity income (loss) in non-affiliated   ssscompanies             (1,770,516)   (2,334,957)    1,018,949     1,211,870
Other income                                                          94,418       697,025       390,062       969,448
  Total revenues                                                   2,708,519     5,399,347    10,642,194    15,237,985
---------------------------------------------------------------

EXPENSES

Depreciation and amortization expense                              2,161,188     2,758,022     4,481,548     5,424,441
Interest on indebtedness                                           1,104,917     1,305,011     1,846,918     2,613,375
Interest on indebtedness and other obligations
  to affiliates                                                      580,140       432,905     1,052,617       870,477
Write-down of equipment                                            1,934,592            --     1,934,592            --
General and administrative expenses                                  574,625       125,804     1,688,654     2,082,325
Fees and expenses to affiliates                                      895,548     1,220,090     1,363,499     2,606,686
  Total expenses                                                   7,251,010     5,841,832    12,367,828    13,597,304
---------------------------------------------------------------

Income (loss) before income taxes and
  Minority interest                                               (4,542,491)     (442,485)   (1,725,634)    1,640,681

Provision for income taxes                                           265,242       332,000       529,089       422,000
Elimination of consolidated subsidiaries'
  minority interests                                              (3,179,680)   (1,188,508)   (1,606,663)      313,207

Net income (loss)                                                $(1,628,053)  $   414,023   $  (648,060)  $   905,474


Basic earnings per share
  Net income (loss)                                              $     (0.78)  $      0.20   $     (0.31)  $      0.44
  Basic weighted average number of common shares outstanding       2,078,718     2,078,718     2,078,718     2,078,718
                                                                 ============  ============  ============  ===========

Fully diluted earnings per share
  Net income (loss)                                              $     (0.78)  $      0.20   $     (0.31)  $      0.44
  Diluted weighted average number of common shares outstanding     2,078,718     2,078,718     2,078,718     2,078,718
                                                                 ============  ============  ============  ===========
</TABLE>





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

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


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

   Net loss                          --                --       (648,060)             --             --       (648,060)

 Balance at June 30, 2002      $291,665  $    144,680,487  $(149,534,668)  $    (816,767)  $(13,416,239)  $(18,795,522)
</TABLE>

























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


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


                                                                              2002          2001
                                                                          ------------  -------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                                       <C>           <C>
  Net income (loss)                                                       $  (648,060)  $    905,474
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
    Depreciation and amortization expense                                   4,481,548      5,424,441
    Gain on sale of equipment, net                                           (177,888)      (631,290)
    Write-down of equipment                                                 1,934,592             --
    Equity (income) loss in affiliated companies                              119,320       (646,090)
    Equity income in non-affiliated companies                              (1,018,949)    (1,211,870)
    Elimination of consolidated subsidiaries' minority interests           (1,606,663)       313,207
  Changes in assets and liabilities:
    Decrease (increase) in:
    Rents and other receivables                                              (497,625)       982,260
    Other assets                                                             (305,258)       712,648
    Due from affiliates                                                       111,580        632,719
    Decrease in:
    Accounts payable and accrued expenses                                    (489,127)   (10,657,300)
      Net cash provided by (used in) operating activities                   1,903,470     (4,175,801)

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

  Proceeds from equipment sales                                             2,774,720      1,174,411
  Proceeds from assets held for sale                                                -     10,250,000
  Purchase of equipment held for lease                                              -        (55,000)
  Restricted cash                                                                   -      2,109,588
  Cash distributions from PLM investment programs                             903,242      1,211,000
  Cash distributions from non-affiliated companies                            639,911              -
  Purchase of PLM, net of cash acquired                                    (4,362,885)   (17,385,000)
  Costs capitalized to real estate held for development or sale            (1,314,634)      (862,216)
      Net cash used in investing activities                                (1,359,646)    (3,557,217)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

  Redemption of stock options                                                       -       (604,000)
  Proceeds from indebtedness                                                        -      1,884,140
  Principal payments on indebtedness                                       (4,046,982)    (6,021,704)
  Indebtedness and other obligations to affiliates                            849,055        908,633
      Net cash used in financing activities                                (3,197,927)    (3,832,931)
                                                                          ------------

  Net decrease in cash and cash equivalents                                (2,654,103)   (11,565,949)
  Cash and cash equivalents at beginning of period                         19,953,899     27,830,365
  Cash and cash equivalents at end of period                              $17,299,796   $ 16,264,416
                                                                          ------------  -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest (net of capitalized interest
  of $311,261 and $438,550 for the six months ended
  June 30, 2002 and 2001, respectively)                                   $ 2,007,079   $  2,533,024
  Cash paid during the period for taxes                                   $   338,828   $  6,301,000
                                                                          ============  =============

<PAGE>
</TABLE>


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


NOTE  1  -  BASIS  OF  PRESENTATION

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

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the Company's
consolidated  financial  position at June 30, 2002 and December 31, 2001 and its
consolidated  results  of  operations  for the three and six month periods ended
June  30, 2002 and 2001 have been made and are reflected.  Reference to "Semele"
or  the  "Company"  in  these  financial  statements means Semele Group Inc., it
subsidiaries  and  consolidated  affiliates.

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

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

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

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

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

The  Company  considers  all short-term investments with an original maturity of
three months or less to be cash equivalents.  Generally, excess cash is invested
in  either  (i) reverse repurchase agreements with overnight maturities at large
institutional  banks  or  (ii)  domestic  money  market  funds  that  invest  in
high-quality  U.S.  dollar  denominated  securities,  including  U.S. government
securities.  The composition of the Company's consolidated cash position at June
30,  2002  and  December  31,  2001  is  summarized  in  the  table  below.  The
availability of cash held by the four AFG Investment Trusts (the "AFG Trusts" or
the  "Trusts"),  MILPI  Holdings,  LLC  and  the  AFG  International  Limited
Partnerships  to  Semele  is  subject  to  terms and conditions over the use and
disbursement  of  cash and other matters contained in respective agreements that
govern  those  entities.   The  Company  has  voting  control  over most matters
concerning  these entities, including the declaration, authorization, and amount
of  cash  distributions.
<TABLE>
<CAPTION>


                                                    2002         2001
                                                 -----------  -----------
<S>                                              <C>          <C>
Semele Group Inc. and wholly-owned subsidiaries  $ 1,413,827  $   479,224
EFG Kirkwood                                         638,411            -
AFG Investment Trust A                               628,646      587,819
AFG Investment Trust B                             1,042,876      899,569
AFG Investment Trust C                             1,169,614    1,716,588
AFG Investment Trust D                               411,059    1,887,691
AFG International Limited Partnerships               470,107      346,008
MILPI Holdings, LLC                               11,525,256   14,037,000
                                                 -----------  -----------

  Total                                          $17,299,796  $19,953,899
                                                 ===========  ===========
</TABLE>


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


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

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

PLM  Financial  Services,  Inc.  ("FSI"),  a  wholly  owned  subsidiary  of  PLM
International, Inc. ("PLM"), earns revenues in connection with the management of
limited  partnerships  and  private  placement programs (See Note 5).  Equipment
acquisition  and  lease  negotiation  fees  are  earned through the purchase and
initial lease of equipment, and are recognized as revenue when FSI completes all
of  the  services  required  to earn the fees, typically when binding commitment
agreements  are signed.  Management fee income is earned by FSI for managing the
equipment  portfolios  and  administering  investor  programs as provided for in
various  agreements,  and  is  recognized  as revenue over time as it is earned.

Goodwill
--------

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

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

The  Company recorded goodwill of approximately $3.3 million in conjunction with
the  acquisition  of the remaining 17% of the outstanding common stock of PLM in
February  2002  (See  Note 3).  This goodwill included approximately $446,000 of
total  costs  estimated  for  severance of PLM employees and relocation costs in
accordance  with  management's formal plan to involuntarily terminate employees,
which  plan  was  developed  in  conjunction  with  the  acquisition.

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

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

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

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

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

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

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

NOTE  3  -  ACQUISITIONS

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

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

MAC  is  a  wholly  owned  subsidiary of MILPI Holdings, LLC ("MILPI Holdings"),
which  was  formed  by  the AFG Trusts on December 22, 2000.  The AFG Trusts are
consolidated affiliates of the Company engaged in the equipment leasing and real
estate  businesses.  The  AFG  Trusts  collectively  paid $1.2 million for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock  of  MAC  for  an aggregate purchase price of $1.2 million at December 31,
2000.  MAC  then  entered  into a definitive agreement with PLM to acquire up to
100%  of  the outstanding common stock of PLM, for an approximate purchase price
of up to $27 million.  In connection with the acquisition, on December 29, 2000,
MAC commenced a tender offer to purchase any and all of PLM's outstanding common
stock.  Pursuant  to  the  cash  tender offer, MAC acquired approximately 83% of
PLM's  common stock in February 2001 for a total purchase price of approximately
$21.8  million.  The  assets  of  PLM  included  cash  and  cash  equivalents of
approximately  $4.4  million.  The  acquisition  resulted  in  goodwill  of
approximately  $5.4  million.

On  February  6,  2002,  MAC  completed  its  acquisition  of  PLM  through  the
acquisition  of  the  remaining  17%  of the outstanding PLM common stock and by
effecting a merger of MAC into PLM, with PLM as the surviving entity. The merger
was  completed  when MAC obtained approval of the merger from PLM's shareholders
pursuant  to  a  special  shareholders'  meeting.  The  remaining  interest  was
purchased  for  approximately  $4.4 million, resulting in additional goodwill of
approximately  $3.3  million.  Concurrent with the completion of the merger, PLM
ceased  to  be  publicly  traded.

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

The  following pro forma consolidated results of operations for the period ended
June  30,  2001 assumes the February 2002 PLM acquisition occurred as of January
1,  2001.  Because  the  remaining PLM interest was acquired in February of 2002
and  consequently  PLM  operating  results  were  included from February 6, 2002
through  June  30,  2002,  pro  forma  information  for  2002 was not considered
necessary.


<TABLE>
<CAPTION>

                                           FOR THE THREE MONTHS FOR THE SIX MONTHS
                                                   ENDED          ENDED
                                               JUNE 30, 2001   JUNE 30, 2001
                                              ---------------  --------------
<S>                                           <C>              <C>
Total revenues                                $    5,506,702   $   15,452,695
Net income (loss) from continuing operations  $     (335,130)  $    1,855,391
Net income                                    $      521,378   $    1,120,184

Per share information:
Net income (loss) from continuing operations  $       ( 0.16)  $         0.89
Net income                                    $         0.25   $         0.54
</TABLE>



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

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

<TABLE>
<CAPTION>

                                                       FOR THE SIX MONTHS   FOR THE SIX MONTHS
                                                          JUNE 30, 2002       JUNE 30, 2001
                                                       -------------------  ------------------
<S>                                                    <C>                  <C>
Reported net income (loss)                                       (648,060)             905,474
Add back: goodwill amortization- MILPI Holdings, LLC                    -              347,619
Adjusted net income (loss)                                       (648,060)           1,253,093
                                                       -------------------  ------------------

Basic and fully diluted earnings per share:
  Reported net income (loss)                                        (0.31)                0.44
  Goodwill amortization                                                 -                 0.16
  Adjusted net income (loss)                                        (0.31)                0.60
                                                       -------------------  ------------------
</TABLE>





NOTE  4  -  EQUIPMENT  HELD  FOR  LEASE

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


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

Aircraft                                            0-36   $79,628,529
Manufacturing                                       0-14     8,898,851
Locomotives                                         0-14     8,508,840
Materials handling                                  0-16     6,268,764
Computers and peripherals                           0-11     3,000,433
Construction and mining                              0-6     1,099,590
Miscellaneous                                       0-16       451,458
                                            -------------  -----------
Total equipment cost                                       107,856,465
Accumulated depreciation                                   (63,294,909)
                                                          -------------
Equipment, net of accumulated depreciation                $ 44,561,556
                                                         =============
</TABLE>


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

<S>                        <C>
   AFG Investment Trust A  $  2,367,855
   AFG Investment Trust B     2,968,601
   AFG Investment Trust C    45,932,028
   AFG Investment Trust D    56,538,879
 MILPI Holdings, LLC             49,102
                           ------------
     Total                 $107,856,465
                           ============
</TABLE>


The  preceding  summary  of  equipment  includes  leveraged  equipment having an
original  cost  of approximately $80,903,000 and a net book value of $40,639,000
at  June  30, 2002.  Indebtedness associated with the equipment is summarized in
Note 8.  Generally, indebtedness on leveraged equipment will be amortized by the
rental  streams derived from the corresponding lease contracts, although certain
aircraft  have  balloon debt obligations that will not be amortized by scheduled
lease  payments.  Such  obligations  may result in future refinancings to extend
the  repayment  periods  or  the  sale  of  the  associated assets to retire the
indebtedness.

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

<S>                                <C>
For the year ending June 30, 2003  $10,071,454
                             2004    4,386,252
                             2005    1,226,792
                                    ---------

Total                              $15,684,498
                                   ===========
</TABLE>


At  June  30,  2002,  the  cost and net book value of equipment held for sale or
re-lease  was  approximately  $13.3 million and $2.3 million, respectively.  The
Managing  Trustee  of the Trusts is actively seeking the sale or re-lease of all
equipment  not  on  lease.  In  addition,  the  equipment summary above includes
equipment  being  leased  on  a  month-to-month  basis.

The  Company  accounts  for  impairment  of long-lived assets in accordance with
Statement  of  Financial  Accounting Standards ("SFAS") No. 144, "Accounting for
the  Impairment  or  Disposal  of  Long Lived Assets" which was issued in August
2001.  SFAS  No.  144 requires that long lived assets be reviewed for impairment
whenever  events or changes in circumstances indicate that the net book value of
the  assets  may not be recoverable from undiscounted future cash flows.  During
the  three  months  ended  June  30,  2002,  the Trusts recorded a write-down of
equipment  ,  representing  impairment  to  the  carrying  value  of the Trust's
interests  in  a  McDonnell  Douglas  MD-87  aircraft.  The  resulting charge of
$1,934,592  was based on a comparison of estimated fair value and carrying value
of  the  AFG  Trusts' interests in the aircraft.  The estimate of the fair value
was  based on a current offer to purchase the aircraft and the assessment by the
management  of  the Trusts of prevailing market conditions for similar aircraft.
Aircraft  condition,  age,  passenger  capacity,  distance  capability,  fuel
efficiency,  and  other  factors  influence  market demand and market values for
passenger jet aircraft.  The events of September 11, 2001, along with the change
in general economic conditions in the United States, have continued to adversely
affect  the market demand for both new and used commercial aircraft and weakened
the  financial  position  of  several  airlines.


NOTE  5  -  INTERESTS  IN  AFFILIATED  COMPANIES

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

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

Equity Interests in Partnerships           $ 2,911,670  $ 3,373,933
Equity Interest in Equipment Growth Funds   20,813,741   20,947,928
                                           -----------  -----------

Total                                      $23,725,411  $24,321,861
                                           ===========  ===========
</TABLE>


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

In  1998,  the  Company  acquired  Ariston  Corporation ("Ariston") which had an
ownership interest in 11 limited partnerships engaged primarily in the equipment
leasing  business.  In  addition  to  the  partnership interests, Ariston has an
interest  in  each  of  the  AFG  Trusts  which  is eliminated in consolidation.
Ariston's  percentage  ownership  for  each interest varies from less than 1% to
16%.  The  partnerships  are  controlled  by  Equis  Financial  Group  Limited
Partnership,  ("EFG"),  an affiliated entity controlled by Gary D. Engle.  Total
equity  loss recognized was approximately $438,000 and $462,000 during the three
and  six  months ended June 30, 2002, respectively, as compared to equity income
of  approximately  $489,000  and  $646,000, respectively,  recognized during the
three  and  six  months  ended  June  30,  2001.

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

As  compensation for organizing various partnership investment programs, PLM was
granted  an  interest (between 1% and 5%) in the earnings and cash distributions
of  the  individual programs, in which FSI, a wholly-owned subsidiary of PLM, is
the  General Partner.  PLM records as a partnership interest its equity interest
in  the  earnings  of the partnerships, after adjusting such earnings to reflect
the  effect  of  special allocations of the program's gross income allowed under
the  respective  partnership  agreements.

FSI  is the manager of 11 investment programs ("EGF Programs"). Distributions of
the programs are allocated as follows: 99% to the limited partners and 1% to the
General  Partner  in  PLM Equipment Growth Fund ("EGF") I and PLM Passive Income
Investors  1988-II; 95% to the limited partners and 5% to the General Partner in
EGF's  II,  III,  IV,  V,  VI,  and PLM Equipment Growth & Income Fund VII ("EGF
VII");  and  85%  to  the  members  and 15% to the manager in Equipment Growth &
Income  Fund  I  ("Fund 1").  PLM's interest in the cash distributions of Fund I
will  increase  to  25% after the investors have received distributions equal to
their  invested  capital. Net income is allocated to the General Partner subject
to  certain  allocation provisions.  FSI also receives a management fee on a per
railcar basis at a fixed rate each month, plus an incentive management fee equal
to  15%  of  "Net  Earnings"  over  $750 per car per quarter from Covered Hopper
Program  1979-1.  FSI  is  entitled  to  reimbursement from the equipment growth
funds  for  providing certain administrative services.  During the three and six
months ended June 30, 2002, the Company recorded $287,208 and $342,942 of equity
income  and  received  distributions  of  $300,031  and  $903,242  from  the EGF
Programs,  respectively.

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

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

The  Company  recorded income from its equity interest in the EGF Programs based
upon  its  ownership  of  common stock in PLM during the respective periods (see
Note  3).  The  summarized  combined financial information for the  EGF Programs
for  the  three  and  six  months  ending  June 30, 2002 and 2001 is as follows:
<TABLE>
<CAPTION>

<S>             <C>              <C>              <C>              <C>
                FOR THE THREE    FOR THE THREE    FOR THE SIX      FOR THE SIX
                MONTHS ENDED     MONTHS ENDED     MONTHS ENDED     MONTHS ENDED
                JUNE 30, 2002    JUNE 30, 2001    JUNE 30, 2002    JUNE 30, 2001
Total revenues  $   21,001,000   $   27,204,000   $   41,596,000   $   58,215,000
                ---------------  ---------------  ---------------  ---------------
Total expenses     (13,000,000)     (12,375,000)     (28,555,000)     (33,520,000)
Net income      $    8,001,000   $   14,829,000   $   13,041,000   $   24,695,000
                ---------------  ---------------  ---------------  ---------------


</TABLE>


NOTE  6  -  INTERESTS  IN  NON-AFFILIATED  COMPANIES

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


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

Interest in Mountain Resort Holdings, LLC                   $ 7,597,934  $ 7,327,997

Advances to and interest in Mountain Springs   Resort, LLC    1,075,774      777,005
Interest in EFG/Kettle Development LLC                        7,551,934    7,740,101
Interest in other                                               624,887      626,387
                                                            -----------  -----------

Total                                                       $16,850,529  $16,471,490
                                                            ===========  ===========
</TABLE>



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

The  Company,  through  its  ownership of EFG Kirkwood LLC ("EFG Kirkwood"), has
equity  interest  in  Mountain Resort Holdings, LLC and Mountain Springs Resort,
LLC.  The  Company's  ownership  interest  in  Mountain  Resort  Holdings,  LLC
("Mountain Resort") and Mountain Springs Resort, LLC ("Mountain Springs") had an
original  cost  of  approximately  $7.3  million and $3.4 million, respectively,
including  acquisition fees of $64,865 and $34,000, respectively, paid to EFG by
the  AFG  Trusts.  Mountain  Resort  is  primarily a ski and mountain recreation
resort  located  in  California.  Mountain  Springs  has  majority  ownership in
DCS/Purgatory  LLC  ("Purgatory"),  a  ski  resort  located  in  Colorado.  The
Company's  ownership  interests  in  Mountain  Resort  and  Mountain Springs are
accounted  for  using the equity method.  The Company recorded a loss and income
of approximately $1.8 million and $1.2 million, respectively,  for the three and
six  months  ended  June 30, 2002 compared to a loss and income of approximately
$1.5  million and $2.2 million, respectively, for the three and six months ended
June  20,  2001,  from its interest in Mountain Resort and Mountain Springs. The
Company  also  received a preferred stock distribution of approximately $640,000
from  Mountain  Resort  Holdings, LLC during the six months ended June 30, 2002.

On  August  1, 2001, EFG Kirkwood entered into a guarantee agreement whereby EFG
Kirkwood  guarantees  the  payment  obligations under a revolving line of credit
between  Purgatory  and a third party lender.  The amount of the guarantee shall
consist of the outstanding balance of the line of credit which cannot exceed the
principal  balance  of  $3.5  million.  As  of  June  30, 2002, Purgatory had an
outstanding  balance  of  approximately  $1.3  million  on  the  line of credit.

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

                        FOR THE THREE    FOR THE THREE     FOR THE SIX      FOR THE SIX
                        MONTHS ENDED     MONTHS ENDED     MONTHS ENDED     MONTHS ENDED
                        JUNE 30, 2002    JUNE 30, 2001    JUNE 30, 2002    JUNE 30, 2001
                       ---------------  ---------------  ---------------  ---------------
<S>                    <C>               <C>             <C>              <C>
Mountain Resort
---------------------
Total revenues           $4,070,745       $4, 400,053      $20,476,082      $20,560,862
Total expenses           (5,359,278)      (6,064,728)     (16,564,726)     (17,347,954)
Income taxes                (800)          (52,243)          (6,208)         (52,243)
Net income (loss)       $(1,289,333)     $(1,716,918)      $3,905,148       $3,160,665
                       ---------------  ---------------  ---------------  ---------------

Purgatory Ski Resort
---------------------
Total revenues            $478,830         $759,484        $9,881,884       $11,146,188
Total expenses           (3,175,826)      (2,598,400)      (9,284,346)      (8,576,123)
Net income (loss)       $(2,696,996)     $(1,838,916)       $597,538        $2,570,065
                       ---------------  ---------------  ---------------  ---------------
</TABLE>


















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

On  June  1,  1999,  the  Company  and  two  of the AFG Trusts formed EFG/Kettle
Development LLC ("Kettle Valley"), a Delaware limited liability company.  Kettle
Valley  was  formed  for  the  purpose  of  acquiring a 49.9% indirect ownership
interest  in  a  real  estate  development project in Kelowna, British Columbia,
Canada.  The  real estate development, which is being developed by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of land under development.  The development is zoned for 1,120 residential units
in  addition  to  commercial  space.  To  date,  113 residential units have been
constructed  and  sold  and  11  additional  units  are  under  construction.  A
subsidiary of the Company is the sole general partner of KVD LP. An unaffiliated
third  party has retained the remaining 50.1% indirect ownership interest in the
development.

The  Company  accounts  for  its  ownership  interest in Kettle Valley using the
equity  method  of  accounting.  During  the three and six months ended June 30,
2002,  the  Company recorded equity income and loss of approximately $14,000 and
$188,000,  respectively.  During  the  three and six months ended June 30, 2001,
the  Company  recorded  equity  losses of approximately $887,000 and $1,005,000,
respectively.

THE  TABLE  BELOW  PROVIDES COMPARATIVE SUMMARIZED FINANCIAL INFORMATION FOR KVD
LP.  KVD  LP  HAS A JANUARY 31 FISCAL YEAR END AND THE COMPANY HAS A DECEMBER 31
FISCAL  YEAR  END.  THE  OPERATING  RESULTS  OF  KVD  LP  SHOWN  BELOW HAVE BEEN
CONFORMED  FOR  THE  SIX  MONTHS  ENDED  JUNE  30,  2002  AND  2001.
<TABLE>
<CAPTION>




                      FOR THE THREE    FOR THE THREE     FOR THE SIX      FOR THE SIX
                      MONTHS ENDED     MONTHS ENDED     MONTHS ENDED     MONTHS ENDED
                      JUNE 30, 2002    JUNE 30, 2001    JUNE 30, 2002    JUNE 30, 2001
<S>                  <C>              <C>              <C>              <C>

     Total revenues  $    1,028,748   $      575,770   $    1,276,886   $    1,195,299
     Total expenses      (1,102,604)        (722,438)      (1,487,431)      (1,577,643)
                     ---------------  ---------------  ---------------  ---------------
     Net loss        $      (73,856)  $     (146,668)  $     (210,545)  $     (382,344)
                     ---------------  ---------------  ---------------  ---------------
</TABLE>


Kettle Valley owns a 49.9% interest in a company which, through two wholly-owned
subsidiaries,  owns  a  99.9% interest in KVD LP.  For the six months ended June
30, 2002, in addition to its share of the loss of KVD LP, the Company's net loss
from Kettle Valley includes a loss of $133,967 reflecting the Company's share of
the  operating  results  of  one  of  the  company's  wholly-owned subsidiaries.


NOTE 7 - OTHER ASSETS

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


                                                  2002        2001
                                               ==========  ==========
<S>                                            <C>         <C>
Deferred financing costs, net                  $  973,397  $1,065,447
                                               ----------  ----------
Cash surrender value of life insurance policy   2,475,828   2,343,000
Prepaid insurance                                 124,157          --
Other                                             366,021     239,723
                                               ----------  ----------
  Total                                        $3,939,403  $3,648,170
                                               ----------  ----------


</TABLE>


The  Company has capitalized certain costs incurred in connection with long-term
financings  and lease contracts.  These costs are amortized over the life of the
respective  agreement  on a straight-line basis.  Amortization expense resulting
from  deferred financing and leasing costs was approximately $57,000 and $92,000
for  the  three  and  six  months  ended  June  30,  2002.

PLM  has  life  insurance policies on certain current and former employees which
had a $2.5 million and $2.3 million cash surrender value as of June 30, 2002 and
December  31,  2001,  respectively.

NOTE  8  -  NOTES  PAYABLE  TO  THIRD  PARTIES

At  June  30,  2002,  the Company had aggregate indebtedness to third parties of
approximately  $48.9  million,  including  two  note  obligations  totaling
approximately  $5.3  million  associated  with  the  Company's  two  commercial
buildings.   One  loan, with a balance of approximately $5.0 million, matures on
June  1,  2010  and  carries a fixed annual interest rate of 7.86% and the other
loan,  with  a  balance  of $322,559, matures on December 31, 2002 and carries a
variable  annual  interest  rate  equal  to  prime plus 1.50% (6.25% at June 30,
2002).  The  remainder  of  the  Company's  indebtedness  to  third  parties  is
non-recourse  installment debt pertaining to equipment held on operating leases.
Generally,  this  debt  is  secured by the equipment and will be fully amortized
over the terms of the lease agreements corresponding to each asset.  However, in
certain  instances  involving  aircraft,  retirement  of the debt obligations is
primarily dependent upon the residual value of the equipment.  Interest rates on
equipment  debt  obligations  range  from  6.76% to 7.93% at June 30, 2002.  The
carrying  amount  of  the  Company's notes payable to third parties approximates
fair  value  at  June  30,  2002.

In  April  2001,  PLM  entered into a $15.0 million warehouse facility, which is
shared  with  PLM  Equipment  Growth Fund VI, PLM Equipment Growth & Income Fund
VII,  and Fund I, that allows PLM to purchase equipment prior to its designation
to  a  specific  program.  Borrowings  under this facility by the other eligible
borrowers  reduce  the  amount  available to be borrowed by PLM.  All borrowings
under this facility are guaranteed by PLM.  This facility provides for financing
up  to  100%  of the cost of the asset.  Interest accrues at prime or LIBOR plus
200  basis  points,  at the option of PLM. Borrowings under this facility may be
outstanding up to 270 days.  This facility was amended in December 2001 to lower
the amount available to be borrowed to $10.0 million.  In July 2002, PLM reached
an  agreement with the lenders of the $10.0 million warehouse facility to extend
the  expiration  date  to June 30, 2003.  All borrowings must be repaid upon the
expiration of this facility. PLM believes it will be able to extend the facility
with  similar  terms  upon  the  facility's extended expiration.  As of June 30,
2002,  PLM  had  no borrowings outstanding under this facility and there were no
borrowings  outstanding  under  this  facility  by  any other eligible borrower.

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

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

For the year ending June 30,       2003  $  685,531  $ 5,255,734  $ 5,941,265
..                                  2004     423,815   37,788,099   38,211,914
                                   2005     458,352      498,064      956,416
..                                  2006     495,707           --      495,707
                                   2007     664,151           --      664,151
            Thereafter                    2,601,861          --    2,601,861
                                          ---------  ----------  -----------

Total                                    $5,329,417  $43,541,897  $48,871,314
                                         ==========  ===========  ===========
</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                  $   365,015
AFG Investment Trust B                      365,015
AFG Investment Trust C                   19,802,423
AFG Investment Trust D                   23,009,444
Old North Capital Limited Partnership     5,006,858
AFG International Limited Partnerships      322,559
                                        -----------

  Total                                 $48,871,314
                                        ===========
</TABLE>



NOTE  9  -  RELATED  PARTY  TRANSACTIONS

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

A  number  of Semele Group Inc.'s administrative functions are performed by EFG,
pursuant  to  the  terms  of  a  services  agreement  dated May 7, 1997.  EFG is
controlled by Gary D. Engle, the Company's Chairman and Chief Executive Officer.
Administrative  expenses consist primarily of professional and clerical salaries
and  certain rental expenses for which EFG is reimbursed at actual cost.  Semele
Group  Inc. incurred total administrative costs of $9,990 and $65,990 during the
three  and  six  months  ended  June 30, 2002, respectively as compared to total
administrative  costs  of  $37,294  and  $75,061 during the three and six months
ended  June  30  2001,  respectively.

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

<TABLE>
<CAPTION>


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

Equipment management fees        $  264,079  $  305,245
Administrative charges              450,898     264,678
Reimbursable operating expenses
 due to third parties               648,522   2,036,763
                                 ----------  ----------

Total                            $1,363,499  $2,606,686
                                 ==========  ==========
</TABLE>



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

AFG  Investment  Trust  A  -  December  31,  2003  (*)
AFG  Investment  Trust  B  -  December  31,  2003  (*)
AFG  Investment  Trust  C  -  December  31,  2004
AFG  Investment  Trust  D  -  December  21,  2006

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

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

During  the  fourth  quarter  of  1999,  the  Company  issued $19.586 million of
promissory  notes  to  acquire an 85% equity interest in Equis II Corporation, a
Massachusetts  corporation having a controlling interest in the AFG Trusts.  The
Trusts  were  organized between 1992 and 1995 by the predecessor of EFG.  During
the  first  quarter  of  2000, the Company obtained shareholder approval for the
issuance  of 510,000 shares of common stock to purchase the remaining 15% equity
interest  of  Equis II.  On April 20, 2000, the Company issued 510,000 shares of
common  stock  to  purchase  the remaining 15% equity interest in Equis II.  The
market  value  of  the  shares issued was approximately $2.4 million ($4.625 per
common  share)  based  upon  the  closing price of the Company's common stock on
April  20,  2000.

Prior  to  the Company's acquisition of Equis II Corporation ("Equis II"), Equis
II  was  owned  by  Mr. Engle, certain trusts established for the benefit of Mr.
Engle's  children,  and  by  James  A.  Coyne, the Company's President and Chief
Operating  Officer.  Equis  II  commenced  operations  on  July  17,  1997.  The
Company,  through  its  ownership of Equis II, owns Class B interests in each of
the  AFG Trust: AFG Investment Trust A (822,863 interests), AFG Investment Trust
B  (997,373  interests),  AFG  Investment Trust C (3,019,220 interests), and AFG
Investment  Trust D (3,140,683 interests).  Through its ownership of the Class B
interests,  Equis  II controls approximately 62% of the voting interests in each
of  the trusts.  However, on certain voting matters, principally those involving
transactions  with  related  parties,  Equis II is obligated to vote its Class B
interests  consistent  with the majority of unaffiliated investors.  In addition
to  the  Class  B  interests,  Equis  II owns AFG ASIT Corporation, the managing
trustee  of  the  AFG Trusts.  AFG ASIT Corporation has a 1% interest in the AFG
Trusts  and,  as  managing  trustee,  has  significant  influence  over  their
operations.

The  $19.586  million of promissory notes issued by the Company to acquire Equis
II  Corporation  is  divided  into  two groups of notes.  The first group totals
$14.6  million  and matures on October 31, 2005.  These notes bear interest at a
face rate of 7% annually, but provide for quarterly interest payments based upon
a  pay-rate of 3%.  The remaining portion, or 4%, is deferred until the maturity
date.  The  Company  paid  principal and interest of approximately $1.59 million
and $99,600, respectively, by issuing 326,462 shares of common stock on November
3, 2000, as permitted by authorization of the Company's shareholders obtained on
November  2,  2000.  The next installment on the notes was scheduled for January
2002.  In  December  2001,  the  notes  were  amended.  As of June 30, 2002, the
annual  maturities  of  the  notes  are  scheduled  to  be  paid  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>
For the year ending June 30, 2003  $ 4,000,000
                             2004    6,002,000
                             2005           --
                             2006    3,000,000
                                   -----------
     Total                         $13,002,000
                                   ===========
</TABLE>


The  second  group of promissory notes issued by the Company to acquire Equis II
total  $4.986  million  and  have  payment  terms  identical  to  certain  debt
obligations  of  Mr.  Engle  and  Mr.  Coyne  to  the  Company  by virtue of the
acquisition  of  Equis II and Ariston Corporation.  At the time of the Company's
initial 85% investment in Equis II, Mr. Engle and Mr. Coyne had debt obligations
to  (i)  Equis  II  Corporation  totaling  approximately $1.9 million and (ii) a
subsidiary  of Ariston, ONC totaling approximately $3.1 million.  As a result of
the  Equis  II transaction, the Company became the beneficiary on notes due from
Mr. Engle and Mr. Coyne and the obligor on new notes, having identical terms and
for  equal amounts, due to Mr. Engle, or family trusts/corporation controlled by
Mr.  Engle, and to Mr. Coyne.  On January 26, 2000, Mr. Engle and Mr. Coyne made
principal  and interest payments of approximately $2.1 million to ONC in partial
repayment  of  their respective obligations.  On the same date, the Company made
principal  and  interest  payments  to  Mr.  Engle  (and  certain  family
trusts/corporation)  and  to  Mr.  Coyne  totaling approximately $2.1 million in
partial  repayment of the Company's obligations to them.  The Company intends to
make  future  payments  with  respect  to  these  notes  using the proceeds from
payments  made by Mr. Engle and Mr. Coyne to Equis II and ONC.  The terms of the
notes  provide  that  the  Company  will  be relieved of its obligations to make
payments  during  the  period of any default by either Mr. Engle or Mr. Coyne in
remitting  payments  with  respect  to  their  obligations  to  Equis II or ONC.

In  connection with the Equis II transaction, Mr. Engle and Mr. Coyne forfeited,
and  the Company canceled, the stock options awarded to each of them to purchase
40,000  shares of common stock at an exercise price of $9.25 per share that were
granted on December 30, 1997.  In addition, Mr. Engle retained voting control of
the  Class  B  interests  and the common stock of AFG ASIT Corporation through a
voting  trust  agreement,  until  the  earlier of the Company's repayment of the
$19.586  million  of  promissory notes issued to acquire Equis II or Mr. Engle's
express  written  agreement  to  terminate  the  voting  trust.

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

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

In  November  1999,  the  Company  purchased  from  an  affiliate certain equity
interests  in the AFG Trusts, referred to as Special Beneficiary Interests.  The
Special Beneficiary Interests were purchased from EFG, an affiliate, and consist
of  an  8.25%  non-voting interest in each of the trusts.  The Company purchased
the  interests  for approximately $9.7 million under the terms of a non-recourse
note,  payable  over 10 years and bearing interest at 7% per year.  Amortization
of  principal  and  payment  of interest are required only to the extent of cash
distributions paid to the Company as owner of the Special Beneficiary Interests.
To  date,  the  Company  has  received  cash distributions of approximately $3.2
million  from  the Special Beneficiary Interests and has paid EFG, an affiliate,
an  equal amount consisting of principal and accrued interest.  At June 30, 2002
and  December  31,  2001,  the  non-recourse  note  payable  had  an outstanding
principal  balance  of  approximately  $6.63  million.  The  Special Beneficiary
Interests  have  been  eliminated  in  consolidation.

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

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


                                                                           2002        2001
                                                                     ----------  ----------
<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                                               650,125     518,766
Rents receivable from EFG escrow  (1)                                   114,091     217,527

Management fees receivable from PLM Equipment      t  Growth Funds      745,043     951,000
Due from Kettle Valley                                                   66,454          --

Total                                                                $4,512,918  $4,624,498
                                                                     ==========  ==========
</TABLE>


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

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

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


                                                         2002         2001
                                                  -----------  -----------
<S>                                               <C>          <C>
Principal balance of indebtedness to affiliates   $34,949,392  $34,949,392
Accrued interest due to affiliates                  4,900,221    3,789,586
Other  (1)                                            407,491      669,071
                                                  -----------  -----------

Total                                             $40,257,104  $39,408,049
                                                  ===========  ===========
</TABLE>


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

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

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

<S>                                                                <C>               <C>               <C>
..                                                                                 .  DUE WITHIN
..                                                                                 .  ONE YEAR OR
..                                                                  BALANCE AT        ON DEMAND AS OF   BALANCE AT
..                                                                  JUNE 30,          JUNE 30,          DECEMBER  31,
..                                                                   .         2002.   .         2002.   .         2001.
                                                                   ----------------  ----------------  ----------------
Notes payable to Mr. Engle, or family trusts/corporation
  controlled by  Mr. Engle, resulting from the purchase of Equis
  II  Corporation, 7% annual interest; maturing in 2005.  (1) (3)  $      8,624,660  $      2,653,334  $      8,624,660
Note payable to Mr. Coyne resulting from purchase of Equis II
  Corporation; 7% annual interest; maturing in 2005.  (1) (3)             4,377,340         1,346,666         4,377,340
                                                                   ----------------  ----------------  ----------------

Sub-total                                                          $     13,002,000  $      4,000,000  $     13,002,000
                                                                   ----------------  ----------------  ----------------
Notes payable to Mr. Engle, or family trusts/corporation
  controlled by Mr. Engle, resulting from the purchase of Equis
  II Corporation; 11.5% annual interest; due on demand. (1) (2)    $        687,349  $        687,349  $        687,349
Note payable to Mr. Coyne resulting from purchase of  Equis II
  Corporation; 11.5% annual interest;  due on demand.  (1) (2)              348,856           348,856           348,856
                                                                   ----------------  ----------------  ----------------

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

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

Total                                                              $     34,949,392  $      5,036,205  $     34,949,392
                                                                   ================  ================  ================
</TABLE>



(1)     The  promissory  notes  issued  to  the former Equis II stockholders are
general  obligations  of  the Company secured by a pledge to the former Equis II
stockholders  of  the  shares  of  Equis  II  owned  by  the  Company.
(2)     These  amounts  are  equal in aggregate to debt obligations of Mr. Engle
and  Mr.  Coyne  to  Equis  II  Corporation and ONC included in amounts due from
affiliates  on  the  accompanying  consolidated  balance  sheets.
(3)     The  notes  to  Mr. Engle (and related family trusts/corporation) become
immediately  due  and  payable  if  Mr.  Engle  ceases to be the Chief Executive
Officer  and  a  Director of the Company, except if he resigns voluntarily or is
terminated  for cause.  Similarly, the notes to Mr. Coyne become immediately due
and  payable  if  Mr.  Coyne  ceases  to  be the President and a Director of the
Company,  except  if  he  resigns  voluntarily  or  is  terminated  for  cause.
(4)     In  1997,  the  Company  borrowed  $4,419,500  from  certain  affiliates
controlled  by  Mr.  Engle,  including  $462,354  from AFG Investment Trust A, a
subsidiary.  During  the  three and six months ended June 30, 2002 and 2001, the
Company  incurred  total interest expense of approximately $98,000 and $196,000,
in  connection  with this indebtedness. The obligation to AFG Investment Trust A
of  $462,354  and  related  annual  interest  expense  has  been  eliminated  in
consolidation.

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

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

NOTE  10  -  SEGMENT  REPORTING

At June 30, 2002, the Company was actively engaged in two industry segments:  i)
real  estate ownership, development and management and ii) equipment leasing and
management.  The  real  estate  segment  includes  the ownership, management and
development  of  commercial  properties and land.  In addition, the Company owns
equity  interests  in  non-affiliated  companies that are engaged in real estate
leasing  or development activities, as well as winter resorts (See Note 6).  The
equipment  leasing  and  management segment consists of an ownership interest in
several limited partnerships, companies and trusts that are engaged primarily in
the  business of equipment leasing and management.  The Company's largest equity
interest  consists  of Class B Beneficiary Interests, representing approximately
62%  of  the  voting  interest,  in the AFG Trusts, which were established by an
affiliate  between 1992 and 1995.  The AFG Trusts are limited life entities that
have  scheduled dissolution dates ranging from December 31, 2003 to December 31,
2006.  Revenues from equipment leasing segments consist of lease revenues from a
portfolio  of  assets  and  management  fees  associated  with  managing several
affiliated investment programs.  Substantially all revenues are domiciled within
the  US.

Segment information for the three and six months ended June 30, 2002 and 2001 is
summarized  below:

<TABLE>
<CAPTION>



                                                              FOR THE THREE    FOR THE THREE     FOR THE SIX     FOR THE SIX
                                                              MONTHS ENDED     MONTHS ENDED     MONTHS ENDED     MONTHS ENDED
                                                              JUNE 30, 2002    JUNE 30, 2001    JUNE 30, 2002   JUNE 30, 2001
                                                             ---------------  ---------------  ---------------  --------------
<S>                                                          <C>              <C>              <C>              <C>
Operating Revenues: (1)
-----------------------------------------------------------
  Equipment leasing                                          $    4,320,736   $    6,951,968   $    9,139,439   $   12,793,164
  Real estate                                                       309,018          293,492          603,126          586,861
   Total                                                          4,629,754        7,245,460        9,742,565       13,380,025

Equity Interests        Income (Loss)
-----------------------------------------------------------
  Equipment leasing                                                (150,719)         488,844         (119,320)         646,090
  Real estate                                                    (1,770,516)      (2,334,957)       1,018,949        1,211,870
Total                                                            (1,921,235)      (1,846,113)         899,629        1,857,960

Total Revenues                                               $    2,708,519   $    5,399,347   $   10,642,194   $   15,237,985

Operating Expenses and Management Fees:
-----------------------------------------------------------
  Equipment leasing                                          $    1,393,388   $    1,327,427   $    2,907,539   $    4,654,772
  Real estate                                                        76,785           18,467          144,614           34,239
   Total                                                          1,470,173        1,345,894        3,052,153        4,689,011

Interest Expense:
-----------------------------------------------------------
  Equipment leasing                                               1,586,058        1,631,561        2,699,644        3,269,391
  Real estate                                                        98,999          106,355          199,891          214,461
   Total                                                          1,685,057        1,737,916        2,899,535        3,483,852

Depreciation, Write-down of Equipment and Amortization: (2)
-----------------------------------------------------------
  Equipment leasing                                               4,001,232        2,663,474        6,227,044        5,235,345
  Real estate                                                        94,548           94,548          189,096          189,096
   Total                                                          4,095,780        2,758,022        6,416,140        5,424,441

Total Expenses                                               $    7,251,010   $    5,841,832   $   12,367,828   $   13,597,304

Provision for income taxes                                          265,242          332,000          529,089          422,000
Elimination of minority interests                                (3,179,680)      (1,188,508)      (1,606,663)         313,207

Net income (loss)                                            $   (1,628,053)  $      414,023   $     (648,060)  $      905,474

Capital Expenditures
-----------------------------------------------------------
  Equipment leasing                                          $           --   $       55,000   $    4,362,885   $   17,440,000
  Real estate                                                       848,632          293,708        1,314,634          862,216

   Total                                                     $      848,632   $      348,708   $    5,677,519   $   18,302,216
</TABLE>


(1)     Includes  management fee revenue earned from affiliates of approximately
$1.3  million and $2.6 million for the three and six months ended June 30, 2002,
respectively, as compared to approximately $2.1 million and $3.4 million for the
three  and  six  months  ended  June  30,  2001,  respectively.  (See Note 5 for
discussion  of  management  fees).
(2)     Includes  write-down of equipment of approximately $1.9 million for both
the  three  and  six  months  ended  June  30,  2002.

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


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

Equipment leasing  $102,954,201  $106,150,058
Real estate          42,359,402    45,738,045
                   ------------  ------------

Total              $145,313,603  $151,888,103
                   ============  ============
</TABLE>










<PAGE>

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

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

GENERAL

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

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

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

RECENT  ACQUISITIONS

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

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

MAC  was  a  wholly  owned subsidiary of MILPI Holdings, LLC ("MILPI Holdings"),
which  was  formed  by  the AFG Trusts on December 22, 2000.  The AFG Trusts are
consolidated affiliates of the Company engaged in the equipment leasing and real
estate  businesses.  The  AFG  Trusts  collectively  paid $1.2 million for their
membership  interests  in MILPI Holdings and MILPI Holdings purchased the common
stock  of  MAC  for  an aggregate purchase price of $1.2 million at December 31,
2000.  MAC  then  entered  into a definitive agreement with PLM to acquire up to
100%  of  the outstanding common stock of PLM, for an approximate purchase price
of up to $27 million.  In connection with the acquisition, on December 29, 2000,
MAC commenced a tender offer to purchase any and all of PLM's outstanding common
stock.  Pursuant  to  the  cash  tender offer, MAC acquired approximately 83% of
PLM's  common stock in February 2001 for a total purchase price of approximately
$21.8  million.  The  assets  of  PLM  included  cash  and  cash  equivalents of
approximately  $4.4  million.  The  acquisition  resulted  in  goodwill  of
approximately  $5.4  million.

On  February  6,  2002,  MAC  completed  its  acquisition  of  PLM  through  the
acquisition  of  the  remaining  17%  of the outstanding PLM common stock and by
effecting  a  merger  of  MAC  into  PLM, with PLM as the surviving entity.  The
merger  was  completed  when  MAC  obtained  approval  of  the merger from PLM's
shareholders  pursuant  to  a  special  shareholders'  meeting.  The  remaining
interest  was  purchased for approximately $4.4 million, resulting in additional
goodwill  of  approximately  $3.3 million. Concurrent with the completion of the
merger,  PLM  ceased  to  be  publicly  traded.

CRITICAL  ACCOUNTING  POLICIES

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

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

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

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

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

Goodwill
--------

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

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

The  Company recorded goodwill of approximately $3.3 million in conjunction with
the  acquisition  of the remaining 17% of the outstanding common stock of PLM in
February  2002.  This  goodwill  included  approximately $446,000 of total costs
estimated for severance of PLM employees and relocation costs in accordance with
management's  formal  plan  to involuntarily terminate employees, which plan was
developed  in  conjunction  with  the  acquisition.

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

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

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

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

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

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

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

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

RESULTS  OF  OPERATIONS

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

The  events  of  September  11,  2001,  along  with a change in general economic
conditions  in  the United States, have continued to adversely affect the market
demand  for  both  new  and  used commercial aircraft and weakened the financial
position of several airlines.  No direct damage occurred to any of the Company's
assets  as  a  result of these events. The Company's 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  June 30 2002, the AFG Trusts have collected substantially all rents
owed  to  them  from  aircraft lessees. PLM, which has an indirect interest in a
number  of aircraft, has experienced significant delinquencies in the receipt of
rents  from  aircraft  lessees.  In  addition,  the credit quality of may of the
aircraft  lessees  has  continued  to  deteriorate.  The  Company  is monitoring
developments  in  the  airline  industry and will continue to evaluate potential
implications  to  the  Company's  financial  position  and  future  liquidity.

LEASE  REVENUE.  During the six months ended June 30, 2002 and 2001, the Company
recognized  lease  revenue  of  approximately  $5.7  million  and  $7.1 million,
respectively.    Lease  revenue  represents  rental  revenue recognized from the
leasing of the equipment owned by the AFG Trusts.  The decrease in lease revenue
from 2001 to 2002 resulted primarily from lease term expirations and the sale of
equipment.  Future  lease  term expirations and equipment sales will result in a
reduction  in  lease  revenue  recognized.

MANAGEMENT  FEE INCOME FROM AFFILIATES.  Management fees were approximately $2.5
million  and  $3.6  million  for  the  six  months ended June 30, 2002 and 2001.
Management  fees  consist  primarily  of  fees  earned  by  PLM generated by the
equipment  under  management  of several affiliated investment programs, the EGF
Programs.  Management  fees  are  expected  to  decrease as the older investment
programs  liquidate  their  equipment  portfolios.

GAIN  ON  SALE  OF  EQUIPMENT.  During  the  six months ended June 30, 2002, the
Company  sold equipment to existing lessees and third parties resulting in a net
gain,  for  financial  statement purposes, of $177,888 on equipment having a net
book  value of $2,596,832.  Equipment sales during the six months ended June 30,
2001  resulted in a net gain of $631,290 on equipment having a net book value of
$543,121.

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

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

EQUITY  INCOME  IN  AFFILIATED COMPANIES.  Equity income in affiliated companies
consists  of  PLM's  investment  in 11 affiliated equipment leasing programs and
Ariston's  ownership  interest  in  the  11 limited partnerships.  Equity income
recognized  from  PLM's  leasing  programs was for the six months ended June 30,
2002  was  $342,942.  As  compensation  for  organizing  these programs, PLM was
granted  an  interest (between 1% and 5%) in the earnings and cash distributions
of  the individual investment programs, in which PLM Financial Services, Inc., a
wholly-owned  subsidiary  of  PLM,  is  the  general  partner.  PLM records as a
partnership  interest  its  equity interest in the earnings of the partnerships,
after adjusting such earnings to reflect the effect of special allocation of the
program's  gross  income  allowed  under  the respective partnership agreements.
Equity  loss  recognized  from  Ariston's  ownership  interest in the 11 limited
partnerships  was  approximately  $462,000  as  compared  to  equity  income  of
approximately  $646,000  for  the  six  months  ended  June  30,  2002 and 2001,
respectively.

DEPRECIATION  AND  AMORTIZATION.  Depreciation  and  amortization  expense  was
approximately  $4.3  million  and $5.2 million for the six months ended June 30,
2002 and 2001, respectively.  The decrease in depreciation expense is the result
of  significant  equipment sales during fiscal 2001and the six months ended June
30,  2002.

WRITE-DOWN  OF  EQUIPMENT.  The  Company  accounts  for impairment of long-lived
assets  in  accordance  with  SFAS  No.  144,  "Accounting for the Impairment or
Disposal  of  Long  Lived  Assets" which was issued in August 2001. SFAS No. 144
requires  that  long  lived assets be reviewed for impairment whenever events or
changes  in circumstances indicate that the net book value of the assets may not
be  recoverable  from  undiscounted  future cash flows.  During the three months
ended  June  30,  2002,  the  Trusts  recorded  a  write-down  of  equipment  ,
representing  an  impairment to the carrying value of the Trust's interests in a
McDonnell  Douglas  MD-87 aircraft. The resulting charge of $1,934,592 was based
on  a  comparison  of  estimated  fair  value  and carrying value of the Trusts'
interests  in  the  aircraft.  The  estimate  of  the  fair value was based on a
current  offer  to purchase the aircraft and the assessment of the management of
the  Trusts  of  prevailing  market  conditions  for similar aircraft.  Aircraft
condition,  age,  passenger  capacity, distance capability, fuel efficiency, and
other  factors  influence  market  demand  and  market  values for passenger jet
aircraft.  The  events  of  September  11,  2001, along with a change in general
economic conditions in the United States, have continued to adversely affect the
market  demand  for  both  new  and  used  commercial  aircraft and weakened the
financial  position  of  several  airlines.

INTEREST  EXPENSE.  Interest  expense  was  approximately  $2.7 million and $3.3
million  for  the  six  months  ended  June  30,  2002  and  2001, respectively.
Interest  expense  associated  with  equipment  leasing  consists  of  interest
associated  with  corporate  debt,  equipment  leasing  debt and indebtedness to
affiliates.  Total  interest expense decreased by approximately $600,000 for the
six  months  ended  June  30, 2002 in comparison to the same period of 2001 as a
result  of  the  decrease  in the total outstanding balance of notes payable for
equipment.

OPERATING  EXPENSES AND MANAGEMENT FEES.  Operating expenses and management fees
decreased  by  approximately  $1.8  million from $4.7 million for the six months
ended  June  30,  2001  to  $2.9 million for the six months ended June 30, 2002.
During  the  six  months  ended  June  30,  2001,  operating  expenses  included
approximately  $160,000  for  ongoing  legal matters, approximately $209,000 for
remarketing  costs  related  to  the  re-lease  of  an  aircraft to Scandinavian
Airlines  System,  and  $332,400  of  costs reimbursed to EFG as a result of the
successful  acquisition of the PLM common stock by MAC.  In conjunction with the
acquisition  of the PLM common stock, EFG became entitled to recover certain out
of  pocket expenses which it had previously incurred.  The remaining decrease is
primarily  attributable  to  a  decrease in operating expenses incurred by MILPI
Holdings.  Other operating expenses consist primarily of administrative charges,
professional  service  costs, such as audit and legal fees, as well as printing,
distribution  and remarketing expenses.  The amount of future operating expenses
cannot  be  predicted  with certainty; however, such expenses are usually higher
during  the  acquisition or liquidation of assets.  Other fluctuations typically
occur  in  relation  to  the  volume  and  timing  of  remarketing  activities.

Fees  and  other  costs  paid to affiliates during the six months ended June 30,
2002  and  2001  are  as  follows:
<TABLE>
<CAPTION>

<S>                              <C>         <C>

                                       2002        2001

Equipment management fees        $  264,079  $  305,245
Administrative charges              450,898     264,678
Reimbursable operating expenses
 due to third parties               648,522   2,036,763
                                 ----------  ----------

Total                            $1,363,499  $2,606,686
                                 ==========  ==========
</TABLE>



PROVISION  FOR  INCOME  TAXES.  The  provision  for  income taxes includes taxes
associated  with  MILPI  Holdings'  operating income.  MILPI Holdings' provision
reflects  expected  income taxes at the federal rate and state income tax rates,
net  of  benefit.  MILPI  Holdings' effective tax rate was approximately 32% for
both  the  six  month  periods  ended  June  30,  2002  and  2001, respectively.

ELIMINATION  OF  MINORITY  INTERESTS.  Elimination of minority interests expense
decreased  by  approximately $1.9 million for the six months ended June 30, 2002
compared  to  same period in 2001.  The decrease in minority interest expense is
primarily  due  to  the  allocation  of  losses in the AFG Trusts to the Class A
Beneficiaries  during  the  six  months  ended  June  30, 2002.  Such losses are
eliminated  in  consolidation.  The  Company  directly  or  indirectly  owns the
managing  trustee,  the  Special  Beneficiary  and  the  majority of the Class B
interest  in the AFG Trusts eliminates in consolidation.  The AFG Trusts' income
is  allocated  quarterly  first, to eliminate any Participant's negative capital
account  balance  and  second,  1% to the Managing Trustee, 8.25% to the Special
Beneficiary  and  90.75%  collectively to the Class A and Class B Beneficiaries.
The  latter  is  allocated  proportionately  between  Class  A  and  Class  B
Beneficiaries  based upon the ratio of cash distributions declared and allocated
to  the  Class  A  and  Class B Beneficiaries during the period.  Net losses are
allocated  quarterly first, to eliminate any positive capital account balance of
the  Managing  Trustee,  the  Special Beneficiary and the Class B Beneficiaries;
second,  to  eliminate  any  positive  capital  account  balance  of the Class A
Beneficiaries;  and  third, any remainder to the Managing Trustee. The remaining
minority  interests  consist  of  various  other  consolidated  subsidiaries.

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

LEASE  REVENUE.  During each of the six months ended June 30, 2002 and 2001, the
Company  recognized lease revenue of approximately $0.6 million from real estate
operations.  Lease  revenue  from  real  estate  operations  is  earned from the
Company's  ownership  interest  in two commercial properties, consisting of land
and  buildings,  which are leased to a major university.  The buildings are used
in connection with the university's international education programs and include
both classroom and dormitory space.  One building is located in Washington, D.C.
and  the other is located in Sydney, Australia.  The properties are leased under
long-term  contracts  which  expire  over  the  next  10  years.

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

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

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

For  the six months ended June 30, 2002 and 2001, the Company recorded income of
approximately  $1.2  million  and $2.2 million, respectively, from its ownership
interest  in  Mountain  Resort  and Mountain Springs.  The Company also recorded
equity  losses of approximately $188,000 and $1,005,000 from its equity interest
in  Kettle Valley for the six months ended June 30, 2002 and 2001, respectively.
See  below  for  a  discussion  of  the  operating  results of these real estate
companies.

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

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

During  the  six  months  ended  June  30,  2002, Mountain Resort recorded total
revenues  of approximately $20,476,000 compared to approximately $20,561,000 for
the  same  period  in 2001.  The decrease in total revenues from 2001 to 2002 of
$85,000 is the result of an increase in ski-related revenues largely offset by a
decrease  in  residential-related  and  other  operations revenues.  Ski-related
revenues  increased  approximately  $2,038,000.  The  increase  in  ski-related
revenues  resulted  from  improved  weather conditions during the winter season,
which  attracted more skiers.  Residential-related and other operations revenues
decreased  approximately $2,123,000 for the six months ended 2002 as compared to
2001.  The  decrease  in  residential-related  and other operations revenues was
primarily  attributable to a reduction in the number of condominium sales during
2002  compared  to  2001.

During  the  six  months  ended June 30, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $16,565,000 and $17,348,000, respectively.  The
decrease in total expenses of approximately $783,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related expenses. Ski-related expenses increased approximately
$1,254,000  as  a  result  of the increase in ski-related revenues, as discussed
above.  Residential-related  and  other  operations  expenses  decreased
approximately  $2,037,000  primarily  as a result of a decrease in cost of sales
from condominium units sold in the six months ended June 30, 2002 as compared to
the  same  period  in  2001,  as  also  discussed  above.

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

Purgatory is a ski and mountain recreation resort covering 2,500 acres, situated
on  40  miles  of  terrain  with  75  ski trails located near Durango, Colorado.
Purgatory  receives  the  majority  of  its revenues from winter ski operations,
primarily  ski,  lodging,  retail  and  food  and  beverage  services,  with the
remainder  of  revenues generated from summer outdoor activities, such as alpine
sliding  and  mountain  biking.

During  the six months ended June 30, 2002, Purgatory recorded total revenues of
approximately  $9,882,000  compared  to  approximately  $11,146,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $1,264,000 is the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were approximately $9,284,000 for the six months ended June 30,
2002  compared  to  approximately  $8,576,000  for the same period in 2001.  The
increase  in  total  expenses for the six months ended June 30, 2002 compared to
the  same period in 2001 of approximately $708,000 is a result of costs incurred
related  to  the  creation  of  certain  development  companies.

Kettle  Valley  Operating  Results
----------------------------------

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited  Partnership,  consists  of approximately 280 acres of land
that  is  zoned for 1,120 residential units in addition to commercial space.  To
date,  113  residential  units  have been constructed and sold and 11 additional
units  are  under  construction.

During  the  six  months  ended  June  30, 2002 and 2001, Kettle Valley recorded
revenues  of  approximately  $1.3  million  and  $1.2 million, respectively, and
incurred  total  expenses  of  approximately  $1.5  million  and  $1.6  million,
respectively.  Revenues  and  expenses have remained relatively constant for the
six  months  ended  June 30, 2002 in comparison to the six months ended June 30,
2001  due  to  a  consistent  level  of home and lot sales during the respective
periods.

DEPRECIATION  EXPENSE.  Depreciation expense was approximately $189,000 for each
of  the  six  months ended June 30, 2002 and 2001.  Depreciation expense results
from the depreciation of the two commercial buildings owned by the Company which
are  discussed  above.  The  Company  also  owns  approximately  270  acres  of
undeveloped  land  near  Malibu, California, called Rancho Malibu.  There was no
depreciation expense related to this property as it remains under development at
June  30,  2002.

OPERATING  EXPENSES.  Operating  expenses  were $144,614 and $34,239 for the six
months  ended  June 30, 2002 and 2001, respectively.  Operating expenses consist
primarily  general and administrative expenses, which include salary, management
fees  and  office related expenses resulting from the Company's ownership of two
commercial  leasing  buildings  located in Washington, DC and Sydney, Australia.
The increase in operating expenses is attributable to domestic and international
taxes  paid  during  the  six  months  ended  June  30,  2002.

INTEREST  EXPENSE.  Interest  expense  was $199,891, and $214,461, respectively,
for  the  six  months ended June 30, 2002 and 2001.  Interest expense relates to
the  interest  on  indebtedness acquired to finance the original construction of
the  Company's  two  commercial  buildings.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

The  Company's  acquisition  of  Equis  II  Corporation  has  resulted  in  the
consolidation  of  the  AFG  Trusts  into  the  Company's consolidated financial
statements.  Each  of  the AFG Trusts is a Delaware business trust whose form of
organization  and  management  is similar to that of a limited partnership.  The
AFG  Trusts  are  limited-life  entities  and  have  the  following  scheduled
dissolution  dates:

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

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

AFG  TRUSTS:  The  AFG  Trusts' principal operating activities have been derived
from  asset  rental transactions.  Accordingly, the AFG Trusts' principal source
of  cash  from operations is provided by the collection of periodic rents. These
cash  inflows  are  used  to  satisfy  debt  service obligations associated with
leveraged  leases,  and  to  pay  management  fees and operating costs.  The AFG
Trusts'  operating  activities  generated net cash inflows of approximately $1.6
million  and  $2.5  million  for  the  six  months ended June 30, 2002 and 2001,
respectively.  Future  renewal,  re-lease  and  equipment  sale  activities will
continue  to  cause a decline in the AFG Trusts' lease revenue and corresponding
sources  of operating cash.  Expenses associated with rental activities, such as
management  fees,  will also decline as the AFG Trusts remarket their equipment.
The  amount  of  future  interest income is expected to fluctuate as a result of
changing  interest  rates  and the level of cash available for investment, among
other  factors.

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

At  June  30,  2002,  the  AFG  Trusts  were  due aggregate future minimum lease
payments  of  approximately  $15.7  million from contractual lease agreements, a
portion of which will be used to amortize the principal balance of notes payable
of  approximately  $43.5 million.  Additional cash inflows will be realized from
future  remarketing  activities, such as lease renewals and equipment sales, the
timing  and extent of which cannot be predicted with certainty.  This is because
the  timing  and extent of equipment sales is often dependent upon the needs and
interests of the existing lessees.  Some lessees may choose to renew their lease
contracts,  while  others  may  elect  to  return  the equipment.  In the latter
instances, the equipment could be re-leased to another lessee or sold to a third
party.  Accordingly,  the  cash  flows  of  the  AFG  Trusts  will  become  less
predictable  as  the  Trusts  remarket  their  equipment.

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

During  the six months ended June 30, 2002 and 2001, the AFG Trusts realized net
cash  proceeds  from  equipment  sales  of  approximately  $2.7  million  and
approximately  $.9  million,  respectively.

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

The AFG Trusts obtained long-term financing in connection with certain equipment
leases.  The  origination  of such indebtedness and the subsequent repayments of
principal  are  reported  as  components of financing activities in accompanying
Consolidated Statements of Cash Flows.  Generally, each note payable is recourse
only  to  the  specific  equipment  financed  and to the minimum rental payments
contracted  to  be  received  during  the debt amortization period, which period
generally  coincides with the lease term.  The amount of cash used to repay debt
obligations  may  fluctuate  in the future due to the financing of assets, which
may  be  acquired.  The  AFG  Trusts  have  balloon  payment debt obligations of
approximately  $32  million and $4.3 million, respectively, which are due at the
expiration  of  the  lease  terms  related to an aircraft leased to Scandanavian
Airlines  System,  in December 2003 and an aircraft leased to Cygnus Air, S.A in
January  2005.  Repayment of the balloon debt obligations will be dependent upon
the  negotiations  of  future lease contracts or future sale of these assets or,
alternatively,  the  use  of  working  capital.

In  December  2000,  the  AFG  Trusts formed MILPI Holdings, which formed MAC, a
wholly-owned  subsidiary.  The  Trusts  collectively paid $1.2 million for their
membership interest in MILPI Holdings and MILPI Holdings purchased the shares of
MAC  for  an aggregate purchase price of $1.2 million at December 31, 2000.  MAC
entered  into  a  definitive  agreement  with  PLM,  a publicly traded equipment
leasing and asset management company, for the purpose of acquiring up to 100% of
the  outstanding common stock of PLM, for an approximate purchase price of up to
$27  million.  In  connection  with  the  acquisition, on December 29, 2000, MAC
commenced  a  tender  offer  to purchase any and all of PLM's outstanding common
stock.

Pursuant  to  the  cash  tender  offer,  MAC acquired approximately 83% of PLM's
outstanding  common  stock  in  February  2001  for  a  total  purchase price of
approximately  $21.8  million.  The  assets  of  PLM  included  cash  and  cash
equivalents  of  approximately $4.4 million.  On February 6, 2002, MAC completed
its  acquisition  of  PLM  through  the  acquisition of the remaining 17% of the
outstanding PLM common stock and by effecting a merger of MAC into PLM, with PLM
as the surviving entity.  The merger was completed when MAC obtained approval of
the  merger from PLM's shareholders pursuant to a special shareholder's meeting.
The  remaining  17%  of  the  outstanding  PLM  common  stock  was purchased for
approximately  $4.4  million.  Concurrent with the completion of the merger, PLM
ceased  to  be  publicly  traded.  The  $4.4 million of funds were obtained from
existing  resources and internally generated funds of AFG Investment Trust C and
AFG Investment Trust D ("Trusts C and D") and by means of two 364 day, unsecured
loans  from  PLM  to Trusts C and D aggregating $1.3 million.  The loans have an
interest  rate  of  LIBOR  plus  200  basis  points.

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

Rancho  Malibu Limited Partnership owns the 274-acre parcel of land near Malibu,
California  and  is  developing  it  as  a  single-family  luxury  residential
subdivision. The conditional C & D Joint Venture Contribution was made to assure
participation  in  the future development of the parcel.  It was made subject to
the future solicitation of the consent of the beneficiaries of each of the Trust
and  Trust  C.  The  C  &  D  Joint Venture Contribution is conditioned upon the
consummation  of  a transaction pursuant to which Semele and Rancho Malibu Corp.
will contribute all of the partnership interests that they hold in Rancho Malibu
Limited  Partnership along with 100% of the membership interests Semele holds in
RM  Financing  LLC  to RMLP, Inc., a newly formed subsidiary of PLM, in exchange
for  $5.5  million  in  cash,  a  $2.5 million promissory note and 182 shares of
common  stock of RMLP, Inc.  (The sole asset of RM Financing LLC is a Note dated
December  31, 1990 (the "Note").  The Note was held by Semele's predecessor when
it  took  a deed in lieu of foreclosure on the property from the original owner.
The  unpaid  balance  of  the  Note  is  $14,250,000 plus accrued interest as of
December  31,  2001.

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

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.  Certain of the
Company's  other  principal  purchase transactions since 1997, involving Ariston
Corporation,  the  Special  Beneficiary Interests, and AFG ASIT Corporation were
acquired  from  EFG,  a  limited partnership that is controlled by Mr. Engle. At
June  30,  2002,  the  Company  owes  Mr.  Engle,  Mr. Coyne or their affiliates
approximately  $35  million.  The Company expects that all of the purchase price
indebtedness  for  Equis  II  Corporation,  Ariston Corporation, and the Special
Beneficiary  Interests  will  be  repaid  through  the collection of future cash
distributions  generated  in  connection with these assets and the collection of
amounts  due  from  Mr.  Engle and Mr. Coyne in connection with their respective
debt  obligations  to  certain subsidiaries of the Company.   The purchase price
indebtedness  for AFG ASIT Corporation was repaid in 1999.  One of the Company's
debt  obligations  to related parties, totaling approximately $4 million, is due
to several limited partnerships controlled by Mr. Engle.  The Company expects to
repay  this debt using a portion of the proceeds generated by the development of
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 June 30, 2002,
Mr.  Engle  owns  or  controls 35.4% and Mr. Coyne owns or controls 17.6% of the
Company's  outstanding  common  stock.

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

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

During  the  six  months  ended  June 30, 2002, the cash and cash equivalents of
MILPI  Holdings  decreased  approximately  $2.5 million from approximately $14.0
million  at  December  31,  2001  to  approximately $11.5 million.  The decrease
during the period primarily resulted from approximately $5.0 million of net cash
used in MILPI Holdings' investment activities offset by $1.9 million of net cash
provided by operating and financing activities.  The net cash used in investment
activities  primarily  reflects MILPI Holdings' acquisition of the remaining 17%
of  the  common stock of PLM and the related loans made by PLM to Trusts C and D
as  discussed  above.  In  addition,  MILPI  Holdings  received distributions of
approximately  $903,000 from certain of the funds managed by PLM.  Cash provided
by  operating  and  financing  activities  primarily  consisted  of  capital
contributions  of  approximately  $4.4  million  from Trusts C and D, which were
utilized  to  acquire  the  additional  PLM common stock offset by a dividend of
approximately  $2.7  million  paid  to  the  AFG  Trusts.

In  April  2001,  PLM  entered into a $15.0 million warehouse facility, which is
shared  with  PLM  Equipment  Growth Fund VI, PLM Equipment Growth & Income Fund
VII,  and  Professional Lease Management Income Fund I, LLC, which allows PLM to
purchase  equipment  prior to its designation to a specific program.  Borrowings
under  this facility by the other eligible borrowers reduce the amount available
to  be borrowed by PLM.  This facility was amended in December 2001 to lower the
amount available to be borrowed to $10.0 million.  This facility expired in July
2002  and  was  extended through June 30, 2003.  PLM believes it will be able to
extend  the facility with similar terms upon the facility's extended expiration.
As  of  June 30, 2002, PLM had no borrowings outstanding under this facility and
there  were  no borrowings outstanding under this facility by any other eligible
borrower.

In  March  2001, the Internal Revenue Service notified PLM that it would conduct
an  audit  regarding PLM's tax withholding of payments to foreign entities.  The
audit  occurred  in  2001  and related to two partnerships in which PLM formerly
held  interests as the 100% direct and indirect owner.  One audit relates to the
years between 1997 and 1999, while the other audit relates to the years 1998 and
1999.  PLM  is  awaiting  the  results  of  the  audit from the Internal Revenue
Service.  Management  believes  that  the positions taken on the withholding tax
returns  will  be  upheld  by the Internal Revenue Service upon audit.  If PLM's
position is not upheld by the Internal Revenue Service, the foreign entities are
legally  obligated  to  indemnify  PLM  for any losses.  If the Internal Revenue
Service does not uphold the PLM's position and the foreign entities do not honor
the  indemnification,  PLM's  financial  condition,  results  of operations, and
liquidity  would  be  materially  impacted.

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

The  Company  owns  approximately 270 acres of undeveloped land north of Malibu,
California  called  Rancho  Malibu.  Approximately  40 acres of the property are
zoned  for  development  of  a  46-unit residential community.  The remainder is
divided  as  follows:  (i)  167  acres are dedicated to a public agency, (ii) 47
acres  are  deed  restricted within privately-owned lots, and (iii) 20 acres are
preserved  as  private  open  space.  The Company capitalized approximately $1.3
million and approximately $862,000 of costs during the six months ended June 30,
2002  and  2001,  respectively.  At  June 30, 2002, the Company has obtained all
transfer  development  credits  and  has begun development of the property.  The
Company continues to seek joint venture partners to participate in this project,
which  includes  the  AFG  Investment  Trusts  C  and  D.

The  AFG  Trusts and Semele collectively expended approximately $10.7 million to
acquire  their  respective  interests  in  EFG  Kirkwood LLC ("EFG Kirkwood"), a
wholly-owned  subsidiary  which has an indirect ownership interest in two winter
resorts:  Mountain  Resort  and Mountain Springs.  Mountain Resort, through four
wholly-owned subsidiaries, owns and operates the Kirkwood Mountain Resort, a ski
resort  located in northern California, a public utility that services the local
community,  and  land  that  is held for residential and commercial development.
Mountain Springs, through a wholly-owned subsidiary, owns a controlling interest
in  Purgatory  Ski  Resort  in  Durango,  Colorado.

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

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

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

The  Company's  real estate activities involve several risks, including, but not
limited  to,  market  factors that could influence the demand for and pricing of
the Company's residential development projects.  Rancho Malibu is intended to be
a  high-end  residential  community  with individual home prices in excess of $1
million.  Kettle Valley is a large-scale community, offering single-family homes
priced  from  approximately  $250,000  (CDN) to $350,000 (CDN).  This project is
located  in  British  Columbia,  Canada  and, therefore, subject to economic and
market  factors  not necessarily similar to those in the United States.  Adverse
developments  in general economic conditions could have a negative affect on the
marketability  of  either  Rancho  Malibu  or  Kettle  Valley.





<PAGE>




<PAGE>

<PAGE>

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

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

Item 2.   Changes in Securities and Use of Proceeds
          None

Item 3.   Defaults upon Senior Securities
          None

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

Item 5.   Other Information
          None

Item 6.   Exhibits:


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


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

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

          10.22     Warehousing Credit Agreement among PLM International, Inc.,
PLM Equipment Growth Fund VI, PLM Equipment Growth & Income F

          10.23     First amendment to the Warehousing Credit Agreement dated
December 21, 2001 (filed with the Securities and Exchange Commi

          10.24     Second amendment to the Warehousing Credit Agreement dated
April 12th, 2001 (filed with the Securities and Exchange Commi

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


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

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


</TABLE>


<PAGE>
                                   SIGNATURES


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


SEMELE  GROUP  INC.




By:     /s/  Gary  D.  Engle     Date:  August  19,  2002
     Gary  D.  Engle,  Chairman,  Chief  Executive
     Officer  and  Director


By:     /s/  James  A.  Coyne     Date:  August  19,  2002
     James  A.  Coyne,  President,  Chief  Operating
     Officer  and  Director


By:     /s/  Michael  J.  Butterfield     Date:  August  19,  2002
     Michael  J.  Butterfield,
     Chief  Financial  Officer  and  Treasurer



<PAGE>






EXHIBIT  INDEX
--------------


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

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

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

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

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

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

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

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