AMENDMENT NO. 2

                                       to

                SECOND AMENDED AND RESTATED DECLARATION OF TRUST

         THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST OF AFG INVESTMENT
TRUST D made and agreed to by the Trustees and the Beneficiaries as of July 15,
1997 (the "Trust Agreement"), which was amended by Amendment No. 1 as of
June 15, 1998 ("Amendment No. 1") is hereby amended as of June 25, 1999, by
amending and restating Amendment No. 1 in its entirety as follows:

                                     RECITAL

         On June 15, 1998, a Majority in Interest of the Beneficiaries consented
to certain amendments to the Trust Agreement, which are described in the
Solicitation Statement and are included in this Amendment No. 2.

         1. Section 1.2 is hereby deleted and the following substituted in lieu
thereof: The Trust shall maintain an office at 88 Broad Street, Boston,
Massachusetts 02110, and may have such other offices or places of business as
the Managing Trustee may from time to time determine as necessary or expedient.

         2. The purposes of the Trust are as set forth in Section 1.4, as
supplemented and modified by the Solicitation Statement.

         3. The following terms are hereby added to ARTICLE II in replacement of
the corresponding terms in such Article:

                  "Assets" means, collectively, any personal property, including
         equipment, other personal property and Securities of any type and
         description, whether or not related to such personal property, and any
         interest of the Trust therein, whether directly or indirectly through a
         nominee, Joint Venture or otherwise.

                  "Asset Management" means personnel and services necessary to
         the activities of the Trust relating to its Assets including but not
         limited to leasing and re-leasing of Assets, collecting revenues,
         paying operating expenses, determining that the Assets are used in
         accordance with all operative contractual arrangements, providing
         clerical and bookkeeping services necessary to the operation of Assets
         and management of any Securities.

         4. The following terms are hereby added to ARTICLE II in their proper
alphabetical position:

                  "Class Action Lawsuit" means the class and derivative action
         brought on June 24, 1997, by Leonard Rosenblum, J/B Investment
         Partners, Small and Barbara Barmack, Partners, and Barbara Hall against
         EFG and a number of its Affiliates, together with any related class and
         derivative actions.

                  "Securities" means securities of any type of description which
         are acquired by the Trust.
<PAGE>
     "Solicitation Statement" means the Solicitation Statement of the Trust
dated May 6, 1998, as amended or supplemented from time to time, pursuant to
which the Consent of the Beneficiaries was obtained, among other things, to
modify the investment objectives and policies of the Trust.

     5. Section 4.2(b)(iv) is hereby deleted and the following inserted in lieu
thereof:

          (iv) For a period continuing through May 29, 1996, and for an
     additional period commencing as of June 15, 1998 and continuing through
     December 31, 2001, to reinvest Cash from Sales and Refinancings in
     additional Assets; provided, however, that the Lease of any Asset so
     acquired shall have a term which shall expire not later than eleven years
     after Final Closing, or, if such term is scheduled to expire more than
     eleven years after Final Closing, that such asset will be sold within such
     period; and provided, further, that sufficient Distributions are made
     during the relevant period of Trust operations to enable the Beneficiaries
     to pay any state and federal income taxes arising from the Sale or
     Refinancing transaction (assuming the Beneficiaries are in a combined
     federal and state marginal tax bracket of 33% or the rate effective at the
     time of the Sale or Refinancing transaction);

     6. Clause (vii) of Section 4.5 is hereby deleted.

     7. The second sentence of Section 5.1(b) is hereby deleted and the
following inserted in lieu thereof:

          For rendering services in connection with the acquisition of
     additional Assets by the Trust through the reinvestment of Cash From Sales
     or Refinancings, the Trust shall pay to the Advisor Acquisition Fees and
     Acquisition Expenses equal to the lesser of (A) 3% of the Asset Base Price
     paid by the Trust for each Asset acquired (1% of the Asset Base Price of
     each Asset acquired from June 15, 1998 through December 31, 2001), or (B) a
     fee, which in conjunction with all other fees paid by or on behalf of the
     Trust to all Persons in connection with the acquisition of an Asset, the
     Managing Trustee believes to be competitive with that charged by
     non-Affiliated Persons for rendering comparable services.

     8. The first sentence of Section 5.1(c) is hereby deleted and the following
inserted in lieu thereof:

                  (c) For Asset Management, the Trust shall pay an Asset
         Management Fee to either the Advisor or the Managing Trustee, as
         hereafter provided, payable monthly, equal to the lesser of (A) the
         fees which the Managing Trustee reasonably believes to be competitive
         for similar services for similar assets or (B) either (i) to the
         Advisor, 5% of gross lease rental revenues of the Trust from Operating
         Leases and 2% of gross lease rental revenues of the Trust from Full
         Payout Leases for the month for which such payment is being made with
         respect to any Assets acquired by the Trust on or prior to March 31,
         1998, or (ii) to the Advisor, 2% of gross monthly lease rentals with
         respect to leases of Assets acquired on or after April 1, 1998, or
         (iii) to the Managing Trustees, 1/12th of 1% of the fair market value
         (or, if unattainable, the cost) of any Securities or other Assets
         (other than equipment).

     9. Section 7.1 is hereby deleted and the following inserted in lieu
thereof:

          The Managing Trustee shall use its best efforts to cause the Trust to
     follow the investment objectives and policies set forth in the Class A
     Prospectus, as modified by the Solicitation Statement. The Managing Trustee
     may not make substantial or material modifications in such investment
     objectives without Majority Consent. All funds held by the Trust which are
     not invested in Assets (including subscription payments upon their release
     to

                                      D-2
<PAGE>
         the Trust) may be invested by the Trust in Permitted Investments. The
         Trust shall not redeem or repurchase Interests except to the extent
         that such Interests are forfeited in order to (a) prevent the assets of
         the Trust from being deemed plan assets or (b) prevent Foreign
         Beneficiaries from remaining Trust Beneficiaries under certain
         circumstances provided herein or (c) as permitted by Section 9.6. The
         Managing Trustee shall use its best efforts and in particular shall
         only acquire Securities in such a manner to ensure that the Trust shall
         not be deemed an investment company, as such term is defined in the
         Investment Company Act of 1940.

         10. The second and third paragraphs of Section 7.5 are hereby deleted
and the following inserted in lieu thereof:

                  The Trust may enter into Joint Ventures with Affiliates of the
         Managing Trustee or EFG or programs sponsored by the Managing Trustee
         or its Affiliates (including Joint Ventures organized after the
         Closing) (collectively, "Affiliated Venturers") but only if (i) no such
         Joint Venture shall be entered into by the Trust which involves the
         payment of duplicative equipment management or other fees or which
         would have the effect of circumventing any of the restrictions on and
         prohibitions of transactions involving conflicts of interest contained
         in this Agreement and (ii) the compensation to the Managing Trustee and
         its Affiliates with respect to such Joint Ventures shall be
         substantially identical to the compensation described in this
         Agreement. Further, no lender to a Joint Venturer may have a security
         or other interest in this Trust's interest in the Joint Venture except
         to the extent of funds loaned directly to or for the benefit of the
         Trust. The Trust may cease to be a party to a Joint Venture by sale of
         its interest to another Joint Venturer or to a third party purchaser.

                  The Trust may also enter into a Joint Venture with one or more
         unaffiliated Persons and one or more Affiliated Ventures provided that
         (i) the Trust and its Affiliated Venturers acquire collectively a
         controlling interest (as such term is described above) in such Joint
         Venture, (ii) the conditions set forth in clauses (i) and (ii) in the
         paragraph immediately above are satisfied and (iii) the Joint Venture
         Agreement or related documents grant to the Trust and its Affiliated
         Venturers the joint right to make basic management decisions concerning
         the leasing, financing, refinancing, sale or other disposition of the
         Assets.

                  Notwithstanding anything contained in this Section 7.5 to the
         contrary, the Trust may enter into Joint Ventures only (i) where such
         investments will further the investment objectives of the Trust, (ii)
         where such Joint Ventures do not involve the payment to the Managing
         Trustee, the Advisor and any Affiliate of the foregoing, equipment
         management or other fees that would not permitted under this Agreement,
         (iii) where the Managing Trustee believes that it is in the best
         interest of the Trust to do so and (iv) where the Managing Trustee
         believes that the Trust's participation is on terms and conditions
         which are fair to the Trust and the Beneficiaries, taking into account
         the participation of the Affiliated Venturers, and will allow the Trust
         to better obtain its investment objectives.

         11. Section 8.1(d) is hereby deleted and the following inserted in lieu
thereof:

                  (d) Promptly after the Class B Closing the Trust will make the
         Special Class A Distribution to the Class A Beneficiaries. Promptly
         after settlement of the Class Action Lawsuit, the Trust will make the
         Second Special Class A Distribution in the amount of $413,247 from the
         Class B Offering proceeds pro rata to the Class A Beneficiaries of
         record as of September 1, 1997, or their successors and assigns.

                                      D-3

<PAGE>
         12. Clause First in the second paragraph of Section 8.2(a) regarding
Losses is hereby deleted and the following inserted in lieu thereof:

                  First, to the extent that the Managing Trustee, the Special
         Beneficiary or any Class B Beneficiary has a positive balance in his
         Capital Account, to such Person(s) until such Capital Account
         balance(s) are decreased to zero, and if Losses are insufficient to
         reduce all such Capital Accounts to zero, then pro rata according to
         the positive balances in each Capital Account; and

         13. The following sentence is hereby added at the end of Section
8.1(e): In the event that a final settlement of the Class Action Lawsuit has
been attained on or prior to July 17, 1999, then $929,806 of any remaining Class
B Proceeds will be retained by the Trust and invested in additional Assets.

         14. The following sentence is hereby added at the end of Section
11.2(a):

         Notwithstanding the foregoing, however, effective as of June 25, 1999,
         Class B Beneficiaries which are the Managing Trustee or any of its
         Affiliates will be required to vote their Class B Interests in
         accordance with the vote of a Majority in Interest of the Class A
         Beneficiaries with respect to all Interested Transactions. As used
         herein the term "Interested Transactions" means transactions where
         Beneficiary Consent under this Agreement is required concerning the
         compensation of the Managing Trustee or any of its Affiliates, the
         extension of the term of the Trust, or regarding any transaction
         between the Trust and the Managing Trustee or its Affiliates; provided,
         however, that the foregoing voting restrictions shall not relate to any
         votes concerning the withdrawal or removal of the Managing Trustee,
         which votes are not subject to such voting restrictions.

         15. The last sentence of Section 11.2(b) is hereby deleted and the
following inserted in lieu thereof:

         The Managing Trustee and its Affiliates shall be entitled to vote with
         respect to any Interests which they own; provided that except as
         provided in Section 11.2(a) hereof the Managing Trustee and its
         Affiliates may not vote their Interests with respect to the
         compensation or the withdrawal or removal of the Managing Trustee
         pursuant to this Agreement or regarding any transaction between the
         Trust and the Managing Trustee or its Affiliates.

         Except as specifically amended hereby, the Trust Agreement remains in
         full force and effect.

                                      D-4
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 2 as of June 25, 1999.

MANAGING TRUSTEE:                            CLASS A AND B BENEFICIARIES
AFG ASIT Corporation                         By: AFG ASIT Corporation, as
                                             Attorney-in-Fact for each such
                                             Person pursuant to Article XIII of
                                             the Trust Agreement


By: /s/ James A. Coyne                       By: /s/ James A. Coyne
   ----------------------------                 -----------------------------
   James A. Coyne,                              James A. Coyne,
   Senior Vice President                        Senior Vice President


SPECIAL BENEFICIARY:
Equis Financial Group Limited Partnership
By: Equis Corporation,  general partner

By: /s/ Gary D. Engle
   -----------------------------
   Gary D. Engle, President