<PAGE>

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

                                    FORM 10-K

(Mark One)

[XX]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________ to _________________

Commission file number 0-18367

                American Income Partners IV-D Limited Partnership
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Massachusetts                                           04-3036130
---------------------------------------------------          -------------------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

98 North Washington Street, Fifth Floor, Boston, MA                 02114
---------------------------------------------------          -------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code (617) 854-5800

Securities registered pursuant to Section 12(b) of the Act None

     Title of each class            Name of each exchange on which registered

______________________________    ______________________________________________

______________________________    ______________________________________________

Securities registered pursuant to Section 12(g) of the Act:

            1,085,941 Units Representing Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)

________________________________________________________________________________
                                (Title of Class)

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

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable Securities are nonvoting for this purpose. Refer
to Item 12 for further information.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the Registrant's Annual Report to security holders
              for the year ended December 31, 1996 (Part I and II)
<PAGE>

                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                    FORM 10-K

                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

ITEM 1.  BUSINESS                                                              3

ITEM 2.  PROPERTIES                                                            5

ITEM 3.  LEGAL PROCEEDINGS                                                     5

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   5

                                     PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S SECURITIES AND
         RELATED SECURITY HOLDER MATTERS                                       6

ITEM 6.  SELECTED FINANCIAL DATA                                               8

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                   8

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                           8

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                                   8

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP                   9

ITEM 11. EXECUTIVE COMPENSATION                                               11

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       12

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       12

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON 
         FORM 8-K                                                          15-16
<PAGE>

                                     PART I

ITEM 1. BUSINESS.

(a)    General Development of Business

       AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP (the Partnership) was
       organized as a limited partnership under the Massachusetts Uniform
       Limited Partnership Act (the Uniform Act) on March 30, 1989, for the
       purpose of acquiring and leasing to third parties a diversified portfolio
       of capital equipment. Partners' capital initially consisted of
       contributions of $1,000 from the Managing General Partner (AFG Leasing IV
       Incorporated) and $100 from the Initial Limited Partner (AFG Assignor
       Corporation). On July 6, 1989, the Partnership issued 1,085,941 units,
       representing assignments of limited partnership interests (the Units) to
       1,982 investors. Unitholders and Limited Partners (other than the Initial
       Limited Partner) are collectively referred to as Recognized Owners. On
       December 31, 1996, the General Partners of the Partnership caused the
       Partnership's Amended and Restated Agreement and Certificate of Limited
       Partnership (the Restated Agreement, as amended) to be canceled by filing
       a Certificate of Cancellation with the Massachusetts Secretary under the
       Uniform Act. Accordingly, the Partnership was dissolved on December 31,
       1996.

       The Partnership originally had three General Partners: AFG Leasing IV
       Incorporated, a Massachusetts corporation established in 1987 and a
       wholly-owned subsidiary of American Finance Group (AFG), a Massachusetts
       general partnership, which subsequently became Equis Financial Group
       Limited Partnership (collectively referred to herein as AFG), Daniel J.
       Roggemann and Geoffrey A. MacDonald (collectively the General Partners).
       Mr. Roggemann subsequently elected to withdraw as an Individual General
       Partner. AFG Leasing IV Incorporated is also the general partner or
       managing general partner of certain affiliated partnerships sponsored by
       AFG.

(b)    Financial Information About Industry Segments

       The Partnership was engaged in only one industry segment: the business of
       acquiring capital equipment and leasing the equipment to creditworthy
       lessees on a full payout or operating lease basis. (Full payout leases
       are those in which aggregate noncancellable rents exceed the Purchase
       Price of the leased equipment. Operating leases are those in which the
       aggregate noncancellable rental payments are less than the Purchase Price
       of the leased equipment.) Industry segment data is not applicable.

(c)    Narrative Description of Business

       The Partnership was organized to acquire a diversified portfolio of
       capital equipment subject to various full payout and operating leases and
       to lease the equipment to third parties as income-producing investments.
       More specifically, the Partnership's primary investment objectives were
       to acquire and lease equipment which would:

       1.  Generate quarterly cash distributions;

       2.  Preserve and protect invested capital; and

       3.  Maintain substantial residual value for ultimate sale.

       The Partnership had the additional objective of providing certain federal
       income tax benefits.


                                       3
<PAGE>

       The Closing Date of the Offering of Units of the Partnership was July 6,
       1989. The initial purchase of equipment and the associated lease
       commitments occurred on July 7, 1989. The Partnership completed the
       disposition of its entire equipment portfolio on September 30, 1996 and
       the dissolution of the Partnership occurred on December 31, 1996.

       The Partnership had no employees; however, it entered into a Management
       Agreement with AF/AIP Programs Limited Partnership. At the same time,
       AF/AIP Programs Limited Partnership entered into an identical Management
       Agreement with AFG (the Manager) (collectively, the Management
       Agreement). The Manager's role, among other things, was to (i) evaluate,
       select, negotiate, and consummate the acquisition of equipment, (ii)
       manage the leasing, re-leasing, financing, and refinancing of equipment,
       and (iii) arrange the resale of equipment. The Manager was compensated
       for such services as described in the Restated Agreement, as amended,
       Item 13 herein, and in Note 4 to the financial statements included in
       Item 14, herein.

       The Partnership's investment in equipment was subject to various risks,
       including physical deterioration, technological obsolescence and defaults
       by lessees. A principal business risk of owning and leasing equipment is
       the possibility that aggregate lease revenues and equipment sale proceeds
       will be insufficient to provide an acceptable rate of return on invested
       capital after payment of all debt service costs and operating expenses.
       Consequently, the success of the Partnership was largely dependent upon
       the ability of the Managing General Partner and its Affiliates to
       forecast technological advances, the ability of the lessees to fulfill
       their lease obligations and the quality and marketability of the
       equipment at the time of sale.

       Revenue from major individual lessees which accounted for 10% or more of
       lease revenue during the years ended December 31, 1996, 1995 and 1994 is
       incorporated herein by reference to Note 2 to the financial statements in
       the 1996 Annual Report. Refer to Item 14(a)(3) for lease agreements filed
       with the Securities and Exchange Commission.

       Equis Financial Group Limited Partnership (Equis) is a Massachusetts
       partnership formerly known as American Finance Group (AFG). AFG was
       established in 1988 as a Massachusetts general partnership and succeeded
       American Finance Group, Inc., a Massachusetts corporation organized in
       1980. Equis and its subsidiaries (collectively, the Company) are engaged
       in various aspects of the equipment leasing business, including Equis'
       role as Equipment Manager or Advisor to the Partnership and several other
       Direct-Participation equipment leasing programs sponsored or co-sponsored
       by AFG (the Other Investment Programs). The Company arranges to broker or
       originate equipment leases, acts as remarketing agent and asset manager,
       and provides leasing support services, such as billing, collecting and
       asset tracking.

       The general partner of Equis, with a 1% controlling interest, is Equis
       Corporation, a Massachusetts corporation owned and controlled entirely by
       Gary D. Engle, its President and Chief Executive Officer. Equis
       Corporation also owns a controlling 1% general partner interest in Equis'
       99% limited partner, GDE Acquisition Limited Partnership (GDE LP). Equis
       Corporation and GDE LP were established in December 1994 by Mr. Engle for
       the sole purpose of acquiring the business of AFG.


                                       4
<PAGE>

       In January 1996, the Company sold certain assets of AFG relating
       primarily to the business of originating new leases, and the name
       "American Finance Group," and its acronym to a third party (the Buyer).
       AFG changed its name to Equis Financial Group Limited Partnership after
       the sale was concluded. Pursuant to terms of the sale agreements, Equis
       agreed not to compete with the Buyer's lease origination business for a
       period of five years; however, Equis is permitted to originate certain
       equipment leases, principally those involving noninvestment grade lessees
       and ocean-going vessels, which are not in competition with the Buyer. In
       addition, the sale agreements specifically reserved to Equis the rights
       to continue using the name American Finance Group and its acronym in
       connection with the Partnership and the Other Investment Programs and to
       continue managing all assets owned by the Partnership and the Other
       Investment Programs, including the right to satisfy all required
       equipment acquisitions utilizing either brokers or the Buyer. Geoffrey A.
       MacDonald, Chairman of Equis Corporation and Gary D. Engle agreed not to
       compete with the sold business on terms and conditions similar to those
       for the Company.

(d)    Financial Information About Foreign and Domestic Operations and Export
       Sales

       Not applicable.

ITEM 2. PROPERTIES.

None.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Partnership is a
party or which involve any of its equipment or leases.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


                                       5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER 
        MATTERS.

(a)    Market Information

       There was no public market for the resale of the Units.

(b)    Approximate Number of Security Holders

       At December 31, 1996, there were no recordholders of Units in the
       Partnership.

(c)    Dividend History and Restrictions

       Pursuant to Article VI of the Restated Agreement, as amended, the
       Partnership's Distributable Cash From Operations and Distributable Cash
       From Sales or Refinancings were determined and distributed to the
       Partners quarterly.

       Distributions in 1996 and 1995 were as follows:

                                                        GENERAL       RECOGNIZED
                                           TOTAL        PARTNERS        OWNERS
       
       Total 1996 distributions         $5,725,874     $   57,259     $5,668,615
       
       Total 1995 distributions          2,742,274         27,423      2,714,851
                                        ----------     ----------     ----------
                Total                   $8,468,148     $   84,682     $8,383,466
                                        ==========     ==========     ==========

       Distributions payable were $685,569 at December 31, 1995. There were no
       distributions payable at December 31, 1996.

       Distributable Cash From Operations means the net cash provided by the
       Partnership's normal operations after general expenses and current
       liabilities of the Partnership are paid, reduced by any reserves for
       working capital and contingent liabilities to be funded from such cash,
       to the extent deemed reasonable by the Managing General Partner, and
       increased by any portion of such reserves deemed by the Managing General
       Partner not to be required for Partnership operations and reduced by all
       accrued and unpaid Equipment Management Fees and, after Payout, further
       reduced by all accrued and unpaid Subordinated Remarketing Fees.
       Distributable Cash From Operations does not include any Distributable
       Cash From Sales or Refinancings.

       Distributable Cash From Sales or Refinancings means Cash From Sales or
       Refinancings as reduced by (i)(a) amounts realized from any loss or
       destruction of equipment which the Managing General Partner determines
       shall be reinvested in similar equipment for the remainder of the
       original lease term of the lost or destroyed equipment, or in isolated
       instances, in other equipment, if the Managing General Partner determines
       that investment of such proceeds will significantly improve the diversity
       of the Partnership's equipment portfolio, and subject in either case to
       satisfaction of all existing indebtedness


                                       6
<PAGE>

       secured by such equipment to the extent deemed necessary or appropriate
       by the Managing General Partner, or (b) the proceeds from the sale of an
       interest in equipment pursuant to any agreement governing a joint venture
       which the Managing General Partner determines will be invested in
       additional equipment or interests in equipment and which ultimately are
       so reinvested and (ii) any accrued and unpaid Equipment Management Fees
       and, after Payout, any accrued and unpaid Subordinated Remarketing Fees.

       Cash From Sales or Refinancings means cash received by the Partnership
       from sale or refinancing transactions, as reduced by (i)(a) all debts and
       liabilities of the Partnership required to be paid as a result of sale or
       refinancing transactions, whether or not then due and payable (including
       any liabilities on an item of equipment sold which are not assumed by the
       buyer and any remarketing fees required to be paid to persons not
       affiliated with the General Partners, but not including any Subordinated
       Remarketing Fees whether or not then due and payable) and (b) any
       reserves for working capital and contingent liabilities funded from such
       cash to the extent deemed reasonable by the Managing General Partner and
       (ii) increased by any portion of such reserves deemed by the Managing
       General Partner not to be required for Partnership operations. In the
       event the Partnership accepts a note in connection with any sale or
       refinancing transaction, all payments subsequently received in cash by
       the Partnership with respect to such note shall be included in Cash From
       Sales or Refinancings, regardless of the treatment of such payments by
       the Partnership for tax or accounting purposes. If the Partnership
       receives purchase money obligations in payment for equipment sold, which
       are secured by liens on such equipment, the amount of such obligations
       shall not be included in Cash From Sales or Refinancings until the
       obligations are fully satisfied.

       Each distribution of Distributable Cash From Operations and Distributable
       Cash From Sales or Refinancings of the Partnership shall be made 99% to
       the Recognized Owners and 1% to the General Partners until Payout and 85%
       to the Recognized Owners and 15% to the General Partners after Payout.

       Payout is defined as the first time when the aggregate amount of all
       distributions to the Recognized Owners of Distributable Cash From
       Operations and Distributable Cash From Sales or Refinancings equals the
       aggregate amount of the Recognized Owners' original capital contributions
       plus a cumulative annual return of 11% (compounded quarterly and
       calculated beginning with the last day of the month of the Partnership's
       Closing Date) on their aggregate unreturned capital contributions. For
       purposes of this definition, capital contributions shall be deemed to
       have been returned only to the extent that distributions of cash to the
       Recognized Owners exceed the amount required to satisfy the cumulative
       annual return of 11% (compounded quarterly) on the Recognized Owners'
       aggregate unreturned capital contributions, such calculation to be based
       on the aggregate unreturned capital contributions outstanding on the
       first day of each fiscal quarter. The Partnership did not achieve Payout.

       Distributable Cash From Operations and Distributable Cash From Sales or
       Refinancings (Distributions) were distributed within 45 days after the
       completion of each quarter, beginning with the first full fiscal quarter
       following the Partnership's Closing Date. The Partnership has distributed
       $24,811,036 to the Recognized Owners and $250,617 to the General Partners
       since inception. Substantially all of the distributions to the Recognized
       Owners represent a return of capital.


                                       7
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

Incorporated herein by reference to the section entitled Selected Financial Data
in the 1996 Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS.

Incorporated herein by reference to the section entitled Management's Discussion
and Analysis of Financial Condition and Results of Operations in the 1996 Annual
Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Incorporated herein by reference to the financial statements and supplementary
data included in the 1996 Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.

None.


                                       8
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.

(a-b)  Identification of Directors and Executive Officers

       The Partnership has had no Directors or Officers. As indicated in Item 1
       of this report, AFG Leasing IV Incorporated was the Managing General
       Partner of the Partnership. Under the Restated Agreement, as amended, the
       Managing General Partner was responsible for the operation of the
       Partnership's properties and the Recognized Owners have had no right to
       participate in the control of such operations. The names, titles and ages
       of the Directors and Executive Officers of the Managing General Partner
       of the Partnership as of March 15, 1997 were as follows:

                     DIRECTORS AND EXECUTIVE OFFICERS OF THE
                GENERAL PARTNER OF THE PARTNERSHIP (SEE ITEM 13)

         NAME                          TITLE                 AGE      TERM

Geoffrey A. MacDonald    Chairman, and a member of the        48   Until a
                         Executive Committee of Equis and          successor is
                         President and a Director of the           duly elected
                         General Partner                           and qualified

Gary D. Engle            President and Chief Executive        48 
                         Officer and a member of the
                         Executive Committee of Equis

Gary M. Romano           Executive Vice President and Chief   37
                         Operating Officer of Equis and
                         Clerk of the General Partner

Michael J. Butterfield   Vice President, Finance and          37
                         Treasurer of Equis and Treasurer
                         of the General Partner

James F. Livesey         Vice President, Aircraft and         47
                         Vessels of Equis

Sandra L. Simonsen       Senior Vice President, Information   46
                         Systems of Equis

Gail D. Ofgant           Vice President, Lease Operations of  31
                         Equis

(c)    Identification of Certain Significant Persons

       None.


                                       9
<PAGE>

(d)    Family Relationship

       No family relationship exists among any of the foregoing Partners,
       Directors or Executive Officers.

(e)    Business Experience

       Mr. MacDonald, age 48, is a co-founder of Equis' predecessor, AFG,
       Chairman and a member of the Executive Committee of Equis and President
       and a Director of the Managing General Partner. Mr. MacDonald served as a
       co-founder, Director and Senior Vice President of AFG's predecessor
       corporation from 1980 to 1988. Mr. MacDonald is Vice President of
       American Finance Group Securities Corp. and a limited partner in Atlantic
       Acquisition Limited Partnership (AALP). Prior to co-founding AFG's
       predecessor, Mr. MacDonald held various executive and management
       positions in the leasing and pharmaceutical industries. Mr. MacDonald
       holds an M.B.A. from Boston College and a B.A. degree from the University
       of Massachusetts (Amherst).

       Mr. Engle, age 48, is President, Chief Executive Officer and a member of
       the Executive Committee of Equis and President of AFG Realty Corporation.
       Mr. Engle is Vice President, and a Director of certain of Equis'
       affiliates. On December 16, 1994, Mr. Engle acquired control of AFG, the
       Managing General Partner and each of AFG's subsidiaries. Mr. Engle
       controls the general partner of AALP and is also a limited partner in
       AALP. From 1987 to 1990, Mr. Engle was a principal and co-founder of Cobb
       Partners Development, Inc., a real estate and mortgage banking company.
       From 1980 to 1987, Mr. Engle was Senior Vice President and Chief
       Financial Officer of Arvida Disney Company, a large-scale community
       development company owned by Walt Disney Company. Prior to 1980, Mr.
       Engle served in various management consulting and institutional brokerage
       capacities. Mr. Engle has an M.B.A. from Harvard University and a B.S.
       degree from the University of Massachusetts (Amherst).

       Mr. Romano, age 37, is Executive Vice President and Chief Operating
       Officer of Equis and certain of its affiliates and Clerk of the Managing
       General Partner. Mr. Romano joined AFG in November 1989 and was appointed
       Executive Vice President and Chief Operating Officer in April 1996. Prior
       to joining AFG, Mr. Romano was Assistant Controller for a privately-held
       real estate company which he joined in 1987. Mr. Romano held audit staff
       and manager positions at Ernst & Whinney from 1982 to 1986. Mr. Romano is
       a C.P.A. and holds a B.S. degree from Boston College.

       Mr. Butterfield, age 37, is Vice President, Finance and Treasurer of
       Equis and Treasurer of the Managing General Partner. Mr. Butterfield
       joined AFG in June 1992 and was appointed Vice President, Finance and
       Treasurer in April 1996. Prior to joining AFG, Mr. Butterfield was an
       Audit Manager with Ernst & Young LLP, which he joined in 1987. Mr.
       Butterfield was employed in public accounting and industry positions in
       New Zealand and London (U.K.) prior to coming to the United States in
       1987. Mr. Butterfield attained his Associate Chartered Accountant
       (A.C.A.) professional qualification in New Zealand and has completed his
       C.P.A. requirements in the United States. He holds a Bachelor of Commerce
       degree from the University of Otago, Dunedin, New Zealand.

       Mr. Livesey, age 47, is Vice President, Aircraft and Vessels of Equis.
       Mr. Livesey joined AFG in October 1989, and was promoted to Vice
       President in January 1992. Prior to joining AFG, Mr. Livesey held sales
       and marketing positions with two privately-held equipment leasing firms.
       Mr. Livesey holds an M.B.A. from Boston College and B.A. degree from
       Stonehill College.


                                       10
<PAGE>

       Ms. Simonsen, age 46, joined AFG in February 1990 and was promoted to
       Senior Vice President, Information Systems of Equis in April 1996. Prior
       to joining AFG, Ms. Simonsen was Vice President, Information Systems with
       Investors Mortgage Insurance Company which she joined in 1973. Ms.
       Simonsen provided systems consulting for a subsidiary of American
       International Group and authored a software program published by IBM. Ms.
       Simonsen holds a B.A. degree from Wilson College.

       Ms. Ofgant, age 31, is Vice President, Lease Operations of Equis and
       certain of its affiliates. Ms. Ofgant joined AFG in June 1989, and was
       promoted to Manager, Lease Operations in April 1994. In April 1996, Ms.
       Ofgant was appointed Vice President, Lease Operations. Prior to joining
       AFG, Ms. Ofgant was employed by Security Pacific National Trust Company.
       Ms. Ofgant holds a B.S. degree in Finance from Providence College.

(f)    Involvement in Certain Legal Proceedings

       None.

(g)    Promoters and Control Persons

       See Item 10 (a-b) above.

ITEM 11. EXECUTIVE COMPENSATION.

(a)    Cash Compensation

       The Partnership had no employees. However, under the terms of the
       Restated Agreement, as amended, the Partnership was obligated to pay all
       costs of personnel employed full or part-time by the Partnership,
       including officers or employees of the Managing General Partner or its
       Affiliates. The Partnership did not pay any options, warrants or rights
       to the officers or employees of the Managing General Partner or its
       Affiliates.

(b)    Compensation Pursuant to Plans

       None.

(c)    Other Compensation

       Although the Partnership had no employees, as discussed in Item 11(a),
       pursuant to section 10.4 of the Restated Agreement, as amended, the
       Partnership incurred a monthly charge for personnel costs of the Manager
       for persons engaged in providing administrative services to the
       Partnership. A description of the remuneration paid by the Partnership to
       the Manager for such services is included in Item 13, herein and in Note
       4 to the financial statements included in Item 14, herein.

(d)    Compensation of Directors

       None.


                                       11
<PAGE>

(e)    Termination of Employment and Change of Control Arrangement

       There exists no remuneration plan or arrangement with the Individual
       General Partners or the Managing General Partner or its Affiliates which
       would have resulted from their resignation, retirement or any other
       termination.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

By virtue of its organization as a limited partnership, the Partnership had
outstanding no securities possessing traditional voting rights. However, as
provided in Section 11.2(a) of the Restated Agreement, as amended (subject to
Sections 11.2(b) and 11.3), a majority interest of the Recognized Owners had
voting rights with respect to:

1.   Amendment of the Restated Agreement;

2.   Termination of the Partnership;

3.   Removal of the General Partners; and

4.   Approval or disapproval of the sale of all, or substantially all, of the
     assets of the Partnership (except in the orderly liquidation of the
     Partnership upon its termination and dissolution).

The ownership and organization of AFG is described in Item 1 of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Managing General Partner of the Partnership is AFG Leasing IV Incorporated,
an affiliate of AFG.

(a)    Transactions with Management and Others

       All operating expenses incurred by the Partnership were paid by AFG on
       behalf of the Partnership and AFG was reimbursed at its actual cost for
       such expenditures. Fees and other costs incurred during each of the three
       years in the period ended December 31, 1996, which were paid or accrued
       by the Partnership to AFG or its Affiliates, are as follows:

                                               1996         1995         1994
       
       Equipment management fees             $ 89,683     $134,665     $189,831
       Administrative charges                  33,382       21,000       12,000
       Reimbursable operating expenses
          due to third parties                152,981      128,432       89,370
                                             --------     --------     --------
       
                Total                        $276,046     $284,097     $291,201
                                             ========     ========     ========

       As provided under the terms of the Management Agreement, AFG was
       compensated for its services to the Partnership. Such services included
       all aspects of acquisition, management and sale of equipment. For
       acquisition services, AFG was compensated by an amount equal to 4.75% of
       Equipment Base Price paid by the Partnership. For management services,
       AFG was compensated by an amount equal to the


                                       12
<PAGE>

       lesser of (i) 5% of gross lease rental revenue earned by the Partnership
       or (ii) fees which the Managing General Partner reasonably believed to be
       competitive for similar services for similar equipment. Both of these
       fees were subject to certain limitations defined in the Management
       Agreement. As Payout was not achieved, AFG received no compensation for
       services connected to the sale of equipment, under its subordinated
       remarketing agreement.

       Administrative charges represent amounts owed to AFG, pursuant to Section
       10.4 of the Restated Agreement, as amended, for persons employed by AFG
       who were engaged in providing administrative services to the Partnership.
       Reimbursable operating expenses due to third parties represent costs paid
       by AFG on behalf of the Partnership which were reimbursed to AFG.

       All equipment was purchased from AFG, one of its affiliates, including
       other equipment leasing programs sponsored by AFG, or from third-party
       sellers. The Partnership's Purchase Price was determined by the method
       described in Note 2 to the financial statements, included in Item 14,
       herein.

       All rents and proceeds from the sale of equipment were paid directly to
       either AFG or to a lender. AFG temporarily deposited collected funds in a
       separate interest-bearing escrow account prior to remittance to the
       Partnership.

       On August 18, 1995, Atlantic Acquisition Limited Partnership (AALP), a
       newly formed Massachusetts limited partnership owned and controlled by
       certain principals of AFG, commenced a voluntary cash Tender Offer (the
       Offer) for up to approximately 45% of the outstanding units of limited
       partner interest in this Partnership and 20 affiliated partnerships
       sponsored and managed by AFG. The Offer was subsequently amended and
       supplemented in order to provide additional disclosure to unitholders;
       increase the offer price; reduce the number of units sought to
       approximately 35% of the outstanding units; and extend the expiration
       date of the Offer to October 20, 1995. Following commencement of the
       Offer, certain legal actions were initiated by interested persons against
       AALP, each of the general partners (4 in total) of the 21 affected
       programs, and various other affiliates and related parties. One action, a
       class action brought in the United States District Court for the District
       of Massachusetts (the Court) on behalf of the unitholders (Recognized
       Owners), sought to enjoin the Offer and obtain unspecified monetary
       damages. A settlement of this litigation was approved by the Court on
       November 15, 1995. The Plaintiffs filed an appeal in this matter. On
       November 26, 1996, the United States Court of Appeals for the First
       Circuit handed down a decision affirming the Court's approval of the
       settlement. A second class action, brought in the Superior Court of the
       Commonwealth of Massachusetts (the Superior Court) seeking to enjoin the
       Offer, obtain unspecified monetary damages, and intervene in the first
       class action, was dismissed by the Superior Court. The Recognized Owners
       of the Partnership tendered 108,955 units or 10.03% of the total
       outstanding units of the Partnership to AALP. In September 1996, AALP
       sold these units to Equis for $518,793.

       On September 30, 1996, the Partnership sold all of its remaining
       equipment assets. The remarketing effort, described in Notes 1 and 4 to
       the financial statements, was undertaken jointly by 15 individual
       equipment leasing programs, consisting of the Partnership and 14
       affiliated partnerships (Other Affected Partnerships). Thirteen of the
       programs, including the Partnership, sold all of their equipment assets
       (the Liquidated Programs); and two programs sold only their proportionate
       ownership interests in certain assets owned jointly with one or more of
       the Liquidated Programs (collectively, the Sale Assets). Substantially
       all of the Partnership's equipment assets of material value represented
       partial ownership interests whereby the Partnership owned less than a
       100% interest in the equipment it sold. The remaining interests in such
       assets were owned by one or more of the Other Affected Partnerships.


                                       13
<PAGE>

       Ultimately, the Sale Assets were sold for an aggregate adjusted sale
       price of approximately $32,997,000, of which the Partnership's
       proportionate share, net of associated costs, was determined to be
       $5,102,996. The Partnership's proportionate share in this transaction was
       net of certain third-party advisory fees incurred in connection with the
       equipment sales.

       RSL Finance Limited Partnership II (the Buyer) is a limited partnership
       established to acquire the Sale Assets and has no direct affiliation with
       the Partnership, the Other Affected Partnerships, the General Partners or
       AFG. The sole general partner of the Buyer of the Partnership's equipment
       is RSL Holdings, Inc. (RSL). An affiliate of RSL purchased a significant
       limited partnership interest in a direct-participation equipment leasing
       program co-sponsored by AFG in 1992. AFG acquired this interest in 1993
       for cash and assumption of indebtedness. There have been no other
       business dealings between the Buyer and AFG and their affiliates.

       On October 10, 1996, the Managing General Partner entered into a Cross
       Partnership Agreement (the Agreement) with the general partners of
       certain of the Other Affected Partnerships participating in the sale
       transaction described above. Pursuant to the Agreement, the Partnership
       and each of the other partnerships agreed to set aside a contingency
       reserve for future liabilities. The Agreement provides that obligations
       of any individual partnership which are not associated with the sale
       transaction will directly reduce that partnership's reserve balance,
       whereas costs pertaining to the sale transaction will be allocated
       against the reserve balances of the Partnership and each of the other
       partnerships on a proportionate basis. If the reserve balance of the
       Partnership is depleted to zero, the reserve balances contributed by the
       other partnerships will be debited on a proportionate basis to cover the
       deficit. If the reserve balances of any one of the other partnerships is
       depleted to zero, the reserve balance of the Partnership and any other
       partnerships having a positive reserve balance shall be debited on a
       proportionate basis to cover the deficit. Upon termination of the
       Agreement, any remaining monies will be distributed to the partners of
       those partnerships with positive reserve balances. At December 31, 1996,
       the Partnership had a contingency reserve balance of $741,148. To the
       extent that this contingency reserve is not necessary to satisfy any
       unforeseen liabilities of the Partnership, it will be remitted to the
       Partners.

(b)    Certain Business Relationships

       None.

(c)    Indebtedness of Management to the Partnership

       None.

(d)    Transactions with Promoters

       See Item 13(a) above.


                                       14
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)    Documents filed as part of this report:

       (1)    Financial Statements:

              Report of Independent Auditors                                   *

              Statement of Financial Position at December 31, 1995             *

              Statement of Changes in Net Assets in Liquidation for
              the Period October 1, 1996 to December 31, 1996                  *

              Statement of Operations for the Period January 1, 1996
              to September 30, 1996 and for the Years Ended
              December 31, 1995 and 1994                                       *

              Statement of Changes in Partners' Capital for the Period 
              January 1, 1996 to September 30, 1996 and for the
              Years Ended December 31, 1995 and 1994                           *

              Statement of Cash Flows for the Period January 1, 1996
              to September 30, 1996 and for the Years Ended
              December 31, 1995 and 1994                                       *

              Notes to the Financial Statements                                *

        (2)   Financial Statement Schedules:

              None required.

        (3)   Exhibits:
                 Except as set forth below, all Exhibits to Form 10-K, 
                 as set forth in Item 601 of Regulation S-K, are not
                 applicable.

*  Incorporated herein by reference to the appropriate portion of the 1996
   Annual Report to security holders for the year ended December 31, 1996. (See
   Part II).


                                       15
<PAGE>

EXHIBIT
NUMBER

  4    Amended and Restated Agreement and Certificate of Limited Partnership 
       included as Exhibit A to the Prospectus which is included in Registration
       Statement on Form S-1 (No. 33-19513).

 13    The 1996 Annual Report to security holders, a copy of which is furnished 
       for the information of the Securities and Exchange Commission. Such
       Report, except for those portions thereof which are incorporated herein
       by reference, is not deemed filed with the Commission.

 23    Consent of Independent Auditors.

 99(a) Lease agreement with Kristian Gerhard Jebsen Skipsrederi A/S, was filed 
       in the Registrant's Annual Report on Form 10-K for the year ended
       December 31, 1989 as Exhibit 28(a) and is incorporated herein by
       reference.

 99(b) Lease agreement with Union Pacific Railroad Company was filed in the 
       Registrant's Annual Report on Form 10-K for the year ended December 31,
       1994 as Exhibit 99(d) and is incorporated herein by reference.

 99(c) Lease agreement with Ford Motor Company, was filed in the Registrant's 
       Annual Report on Form 10-K for the year ended December 31, 1993 as
       Exhibit 28(c) and is incorporated herein by reference.

(b)    Reports on Form 8-K

       Report on Form 8-K was filed on October 3, 1996 describing the
       remarketing process and terms of sale.


                                      16
<PAGE>

                                                                      EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of American Income Partners IV-D Limited Partnership of our report dated March
7, 1997, included in the 1996 Annual Report to the Partners of American Income
Partners IV-D Limited Partnership.


                                                         ERNST & YOUNG LLP

Boston, Massachusetts
March 7, 1997






                                      17

                                       
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on behalf of the registrant and in the capacity and on the
date indicated.

                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP


By: AFG Leasing IV Incorporated,
a Massachusetts corporation and
Managing General Partner of the Registrant


By:  /s/ Geoffrey A. MacDonald              By:  /s/ Gary D. Engle
     -------------------------------             -------------------------------
Geoffrey A. MacDonald                       Gary D. Engle
Chairman, and a member of the               President and Chief Executive
Executive Committee of Equis and            Officer and a member of the
President and a Director of the             Executive Committee of Equis
Managing General Partner                    (Principal Executive Officer)


Date: March 28, 1997                        Date: March 28, 1997
     -------------------------------             -------------------------------

By:  /s/ Gary M. Romano                     By:  /s/ Michael J. Butterfield
     -------------------------------             -------------------------------
Gary M. Romano                              Michael J. Butterfield
Executive Vice President and                Vice President, Finance and
Chief Operating Officer of Equis and        Treasurer of Equis and Treasurer
Clerk of the Managing General Partner       of the Managing General Partner
(Principal Financial Officer)               (Principal Accounting Officer)


Date: March 28, 1997                        Date: March 28, 1997
     -------------------------------             -------------------------------


                                       18
<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

No annual report has been sent to the Recognized Owners. A report will be
furnished to the Recognized Owners subsequent to the date hereof.

No proxy statement has been or will be sent to the Recognized Owners.


                                       19