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

                                   FORM 10-K/A
                          Amendment No. 2 to Form 10-K
                                   (Mark One)

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

                 For the fiscal year ended     December 31, 2000
                                               -----------------

                                       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          0-19135
                                                     -------

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

    Massachusetts                                                 04-3090151
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

    88 Broad Street, Boston, MA                                        02110
   (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:

            480,227  Units Representing Limited Partnership Interest
            --------------------------------------------------------
                                (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
                                                                 -

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained herein,
to  the  best  of  registrant's  knowledge,  in  definite  proxy  or information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.  [  ]

     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.


<PAGE>
                                EXPLANATORY NOTE


     After  American Income Partners V-D Limited Partnership ("the Partnership")
filed  its  Annual Report on Form 10-K/A Amendment No. 1 to Form 10-K (the "2000
10-K")  for  the  year ended December 31, 2000 with the United States Securities
and  Exchange Commission ("SEC"), the Partnership determined that the accounting
treatment  for  the  loan  receivable  from  Echelon  Residential  Holdings  LLC
("Echelon  Residential  Holdings")  required  revision,  as  explained  below.

     As  reported  in  the  2000  10-K, on March 8, 2000, the Partnership and 10
affiliated  partnerships (the ''Exchange Partnerships'') collectively loaned $32
million  to  Echelon  Residential  Holdings, a newly formed real estate company.
The  Partnership's  loan  to Echelon Residential Holdings is $2,730,000. Echelon
Residential  Holdings,  through  a  wholly owned subsidiary (Echelon Residential
LLC),  used the loan proceeds to acquire various real estate assets from Echelon
International  Corporation,  an unrelated Florida-based real estate company. The
loan  has  a  term  of  30  months,  maturing on September 8, 2002 and an annual
interest  rate  of 14% for the first 24 months and 18% for the final six months.
Interest accrues and compounds monthly and is payable at maturity. In connection
with  the  transaction,  Echelon  Residential  Holdings  has  pledged a security
interest  in  all  of  its  right,  title  and interest in and to its membership
interests in Echelon Residential LLC to the Exchange Partnerships as collateral.

     The loan receivable was previously accounted for and reported in accordance
with  the  guidance  for  Acquisition, Development and Construction Arrangements
("ADC arrangements") in the Partnership's financial statements as of and for the
year  December  31,  2000.  The  loan  was  presented as an investment in a real
estate  venture  and  was  presented net of the Partnership's share of losses in
Echelon  Residential  Holdings.  The Partnership was allocated its proportionate
share  of  the  unconsolidated  real  estate  venture's  net loss, excluding the
interest  expense  on  the  loan, based on the balance of its loan receivable in
relation  to the real estate venture's total equity and notes payable, including
the ADC arrangements.  For the period ended December 31, 2000, the Partnership's
share  of  losses in Echelon Residential Holdings was $202,217 and was reflected
on  the  Statement of Operations as ''Partnership's share of unconsolidated real
estate  venture's  loss''.
     Subsequent  to  the  issuance of the Partnership's financial statements for
the  year  ended  December  31,  2000,  the Partnership determined that the loan
receivable  should  be  accounted  for  consistent  with  its legal form and the
Partnership  should  recognize  the  interest  income,  as  calculated  per  the
contractual  terms  of the loan agreement to the extent such interest income was
evaluated  as  likely to be collected.  The loan receivable and related interest
should  be  evaluated  for  impairment  under  Statement of Financial Accounting
Standards  No.  114  "Accounting  by  Creditors  for  Impairment  of  a  Loan".
     Accordingly,  the Partnership reversed the proportionate share of losses in
Echelon  Residential  Holdings  of  $202,217  previously recorded and recognized
interest  income  of  $334,565,  resulting in a decrease in the net loss for the
year ended December 31, 2000 of $541,782, or $1.06 per limited partnership unit.
As  a  result, the accompanying financial statements for the year ended December
31,  2000 have been restated from the amounts previously reported.  In addition,
during  the  second  quarter  of  2001  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $238,875, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $443,080 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

<PAGE>

     A  summary  of  the  significant  effects of the restatement is as follows:

                                             As of and for the Year Ended
                                                   December 31, 2000:

<TABLE>
<CAPTION>

                                                      As
                                                  Previously       As
Statement of Operations                            Reported     Restated
                                                 ------------  -----------
<S>                                              <C>           <C>
Income:

   Lease revenue                                 $   199,293   $  199,293
   Interest income                                   102,260      102,260
   Interest income - loan receivable                       -      334,565
   Gain on sale of equipment                          10,534       10,534
                                                 ------------  -----------
  Total income                                       312,087      646,652
                                                 ------------  -----------

Expenses:

   Depreciation                                       62,467       62,467
   Equipment management fees - affiliate               7,482        7,482
   Operating expenses - affiliate                    202,962      202,962
   Partnership's share of unconsolidated
     real estate venture's loss                      207,217            -
                                                 ------------  -----------
  Total expenses                                     480,128      272,911
                                                 ------------  -----------

Net income (loss)                                $  (168,041)  $  373,741
                                                 ============  ===========
Net income (loss) per limited partnership unit   $     (0.33)  $     0.73
                                                 ============  ===========



Balance Sheet Data:

Total assets                                     $ 3,843,691   $4,385,473
                                                 ============  ===========
Total liabilities                                $   231,345   $  231,345
Partners' capital (deficit)
   General Partner                                  (351,436)    (324,347)
   Limited Partnership Interests                   3,963,782    4,478,475
                                                 ------------  -----------
Total partners' capital                          $ 3,612,346   $4,154,128
                                                 ============  ===========
</TABLE>



<PAGE>

                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                              Page
          -------------------------------------------------------------------------------------

PART I
<S>       <C>                                                                                    <C>
Item 1.   Business                                                                                3

Item 2.   Properties                                                                              6

Item 3.   Legal Proceedings                                                                       6

Item 4.   Submission of Matters to a Vote of Security Holders                                     6


PART II

Item 5.   Market for the Partnership's Securities and Related Security Holder Matters             7

Item 6.   Selected Financial Data                                                                 9

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   9

Item 7A.  Quantitative and Qualitative Disclosures about Market Risks                            14

Item 8.   Financial Statements and Supplementary Data                                            15

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   34


PART III

Item 10.  Directors and Executive Officers of the Partnership                                    35

Item 11.  Executive Compensation                                                                 36

Item 12.  Security Ownership of Certain Beneficial Owners and Management                         37

Item 13.  Certain Relationships and Related Transactions                                         37


PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                        40
</TABLE>



<PAGE>
PART  I

Item  1.  Business.
-------------------

     (a)  General  Development  of  Business

     American  Income  Partners  V-D Limited Partnership (the "Partnership") was
organized  as  a  limited  partnership  under  the Massachusetts Uniform Limited
Partnership Act (the "Uniform Act") on May 21, 1990 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
General  Partner (AFG Leasing IV Incorporated) and $100 from the Initial Limited
Partner  (AFG  Assignor  Corporation).  On  September  27, 1990, the Partnership
issued  480,227 units, representing assignments of limited partnership interests
(the  "Units"),  to 806 investors.  Unitholders and Limited Partners (other than
the  Initial Limited Partner) are collectively referred to as Recognized Owners.
The  Partnership  has  one  General  Partner,  AFG  Leasing  IV  Incorporated, a
Massachusetts  corporation  and  an  affiliate  of Equis Financial Group Limited
Partnership  (formerly known as American Finance Group), a Massachusetts limited
partnership  ("EFG").  The  common stock of the General Partner is owned by EFG.
The  General  Partner  is  not  required to make any other capital contributions
except  as  may  be  required  under  the  Uniform Act and Section 6.1(b) of the
Amended  and  Restated  Agreement  and  Certificate  of Limited Partnership (the
"Restated  Agreement,  as  amended",  or  the  "Partnership  Agreement").

     (b)  Financial  Information  About  Industry  Segments

     The  Partnership  is  engaged  in  only  one  operating  industry  segment:
financial  services.  Historically,  the  Partnership  has  acquired  capital
equipment  and  leased the equipment to creditworthy lessees on a full payout or
operating  lease  basis.  Full  payout  leases  are  those  in  which  aggregate
undiscounted  noncancellable  rents  equal or exceed the acquisition cost of the
leased  equipment.  Operating  leases  are  those  in  which  the  aggregate
undiscounted  noncancellable  rental payments are less than the acquisition cost
of  the  leased  equipment.  Industry  segment  data  is  not  applicable.

     See  "Management's  Discussion  and  Analysis  of  Financial  Condition and
Results  of  Operations"  included  in  Item  7  herein.

     In  connection  with  a preliminary settlement agreement for a Class Action
Lawsuit  described  in  Note  8  to the financial statements, included in Item 8
herein,  the  court  permitted  the Partnership to invest in any new investment,
including but not limited to new equipment or other business activities, subject
to certain limitations. On March 8, 2000, the Partnership loaned $2,730,000 to a
newly  formed  real  estate  company, Echelon Residential Holdings LLC ("Echelon
Residential  Holdings") to finance the acquisition of real estate assets by that
company.  Echelon  Residential  Holdings,  through  a  wholly  owned  subsidiary
(Echelon  Residential LLC), used the loan proceeds, along with the loan proceeds
from  similar  loans  by ten affiliated partnerships representing $32 million in
the  aggregate, to acquire various real estate assets from Echelon International
Corporation,  an  unrelated  Florida-based  real  estate  company.  Echelon
Residential Holding's interest in Echelon Residential LLC is pledged pursuant to
a  pledge  agreement  to  the  partnerships  as  collateral  for  the  loans.

     (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  that  would:

     1.  Generate  quarterly  cash  distributions;

     2.  Preserve  and  protect  invested  capital;  and

     3.  Maintain  substantial  residual  value  for  ultimate  sale.

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

     The  Closing Date of the Offering of Units of the Partnership was September
27,  1990.  The  initial  purchase  of  equipment  and  the  associated  lease
commitments  occurred  on  September 28, 1990.  The acquisition of the equipment
and  its  associated  leases  is described in Note 4 to the financial statements
included  in  Item 8, herein.  The Restated Agreement, as amended, provides that
the  Partnership  would terminate no later than December 31, 2000.  However, the
Partnership  is  a  Nominal  Defendant in a Class Action Lawsuit, the outcome of
which could significantly alter the nature of the Partnership's organization and
its  future  business  operations.  The General Partner does not expect that the
Partnership  will  be dissolved until such time that the Class Action Lawsuit is
settled  or  adjudicated.

     The  Partnership  has  no  employees;  however, it is managed pursuant to a
Management  Agreement  with  EFG  or one of its affiliates (the "Manager").  The
Manager's  role,  among other things, is 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 is compensated for such services as provided for in the
Restated  Agreement,  as  amended, described in Item 13 herein, and in Note 6 to
the  financial  statements  included  in  Item  8,  herein.

     The  Partnership's  investment  in  equipment  is, and will continue to be,
subject  to  various  risks,  including  physical  deterioration,  technological
obsolescence, credit quality 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.  Another  risk  is that the credit quality of the lease may
deteriorate  after  a  lease is made.  In addition, the leasing industry is very
competitive.  The  Partnership  is  subject  to  considerable  competition  when
re-leasing  or  selling  equipment  at  the  expiration of its lease terms.  The
Partnership  must  compete with lease programs offered directly by manufacturers
and  other  equipment  leasing  companies, many of which have greater resources,
including limited partnerships and trusts organized and managed similarly to the
Partnership and including other EFG sponsored partnerships and trusts, which may
seek  to  re-lease  or  sell  equipment  within their own portfolios to the same
customers  as  the  Partnership. The terrorist attacks on September 11, 2001 and
the  commencement  of  hostilities  thereafter  may  adversely  affect  the
Partnership's  ability  to re-lease or sell equipment. In addition, default by a
lessee  under a lease may cause equipment to be returned to the Partnership at a
time  when  the  General  Partner  or  the  Manager is unable to arrange for the
re-lease or sale of such equipment. This could result in the loss of anticipated
revenue.

     The  loan  made  by the Partnership to Echelon Residential Holdings is, and
will  continue to be, subject to various risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, 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,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of  the  Partnership.

     The  Restated  Agreement, as amended, prohibits the Partnership from making
loans  to  the  General Partner or its affiliates.  Since the acquisition of the
several  parcels  of  real  estate  from  the  owner  had  to occur prior to the
admission  of  certain  independent  third  parties  as  equity  owners, Echelon
Residential  Holdings  and its wholly owned subsidiary, Echelon Residential LLC,
were  formed  in anticipation of their admission.  The General Partner agreed to
an  officer  of  the  Manager  serving  as  the initial equity holder of Echelon
Residential  Holdings  and as an unpaid manager of Echelon Residential Holdings.
The  officer  made a $185,465 equity investment in Echelon Residential Holdings.
His  return on his equity investment is restricted to the same rate of return as
the  partnerships  realize  on  their loans.  There is a risk that the court may
object to the General Partner's action in structuring the loan in this way since
the  officer  may  be  deemed  an  affiliate  and  the loans in violation of the
prohibition  against  loans to affiliates and the court's statement in its order
permitting  New  Investments  that  all  other  provisions  of  the  Partnership
Agreements  governing  the investment objectives and policies of the Partnership
shall  remain  in full force and effect.  The court may require the partnerships
to  restructure  or  divest  the  loan.

     The  Investment Company Act of 1940 (the "1940 Act") places restrictions on
the  capital  structure  and  business  activities  of  companies  registered
thereunder.  The  Partnership  has  active  business operations in the financial
services  industry,  including  equipment  leasing  and  the  loan  to  Echelon
Residential  Holdings.  The  Partnership does not intend to engage in investment
activities  in  a  manner  or to an extent that would require the Partnership to
register  as  an investment company under the 1940 Act.  However, it is possible
that  the  Partnership  may  unintentionally engage in an activity or activities
that  may  be  construed  to fall within the scope of the 1940 Act.  The General
Partner  is engaged in discussions with the staff of the Securities and Exchange
Commission  ("SEC")  regarding  whether  or  not  the  Partnership  may  be  an
inadvertent investment company as a consequence of the above-referenced loan. If
the  Partnership  were  determined to be an unregistered investment company, its
business would be adversely affected.The 1940 Act, among other things, prohibits
an unregistered investment company from offering securities for sale or engaging
in  any  business in interstate commerce and, consequently, leases and contracts
entered  into  by partnerships that are unregistered investment companies may be
voidable.  The  General  Partner  has  consulted  counsel  and believes that the
Partnership  is not an investment company. The General Partner has determined to
take action to resolve the Partnership's status under the 1940 Act by means that
may  include  disposing  or acquiring certain assets that it might not otherwise
dispose  or  acquire.

     On  May 11, 2001, the general partners of the Partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(C) of the 1940 Act.  The SEC
staff noted that Section 7 of the 1940 Act makes it unlawful for an unregistered
investment  company, among other things, to offer, sell, purchase or acquire any
security or engage in any business in interstate commerce.  Accordingly, Section
7 would prohibit any partnership that is an unregistered investment company from
engaging  in  any  business in interstate commerce, except transactions that are
merely  incidental  to  its  dissolution.  The  SEC staff asked that the general
partners  advise  them  within  the next 30 days as to what steps the Designated
Partnerships  will  take  to  address  their status under the 1940 Act.  The SEC
staff  asserts  that  the  notes  evidencing  the  loans  to Echelon Residential
Holdings  are  investment  securities  and  the  ownership  of the notes by said
partnerships  cause  them  to  be  investment companies and that, in the case of
American  Income  Partners  V-A Limited Partnership and V-B Limited Partnership,
they  may  have  become investment companies when they received the Semele Group
Inc.  ("Semele") securities as part of the compensation for the sale of a vessel
to  Semele  in  1997.  The  general  partners  have  consulted  with counsel who
specializes  in the 1940 Act and, based on counsel's advice, do not believe that
the  Designated  Partnerships  are  investment  companies.

     The letter also stated that the Division is considering whether to commence
an  enforcement  action with respect to this matter.  Noting that the parties to
the  Class  Action Lawsuit were scheduled to appear before the court in the near
future  to  consider a proposed settlement, and that the SEC staff believed that
its views, as expressed in the letter, would be relevant to the specific matters
that will be considered by the court at the hearing, the SEC staff submitted the
letter  to  the  court  for  its  consideration.

     On  May  15,  2001,  Defendants'  Counsel  filed with the court Defendants'
Status Report pursuant to the court's March 12, 2001 Order.  Defendants reported
that,  notwithstanding  the  parties' best efforts, the staff of the SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the proposed settlement.  In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

     The  Defendants  also  referred  to  the SEC staff's letter of May 10, 2001
asserting  that  certain  of  the  partnerships  are investment companies and to
special  1940  Act  counsel's  submissions  to  the  SEC staff setting forth the
reasons  why  the 1940 Act does not apply to the Designated Partnerships, noting
that  counsel  had  informed  the staff of the Division of Investment Management
that,  based  upon  counsel's understanding of the surrounding circumstances and
after  an  in-depth  analysis  of the applicable law, if asked, counsel would be
willing  to  issue  an  opinion  of the firm that none of the partnerships is an
investment  company under the 1940 Act.  The Defendants stated their belief that
the proposed settlement is still viable and in the best interests of the parties
and  that  final  approval  should be pursued.  The Defendants advised the court
that  they believe that if the court were to address the issue of whether or not
the  1940  Act  applies  to  the partnerships and the proposed consolidation, it
could  remove  the  major  obstacle to the settlement being finally consummated.
The  Defendants also requested that the court schedule a hearing to address on a
preliminary  basis  the  objection  to the proposed settlement raised in the SEC
staff's  May  10,  2001  letter.

     Plaintiffs' Counsel also submitted a Plaintiffs' Status Report to the court
on  May  15,  2001  in  which  they  reported  that  the SEC review has not been
concluded  and  that  they  notified the Defendants that they would not agree to
continue  to  stay  the  further  prosecution  of the litigation in favor of the
settlement  and  that  they  intend to seek court approval to immediately resume
active  prosecution of the claims of the Plaintiffs.  Plaintiffs' Counsel stated
in  the Report that the "[p]laintiffs continue to believe that the settlement is
in  the  best  interests of the Operating Partnership Sub-class.  However, since
the  SEC  has  yet  to  complete  its review of the proxy, the Plaintiffs do not
believe  that  the  litigation  should continue to be stayed so that the SEC may
continue  its  regulatory  review for an indefinite period of time."  Plaintiffs
requested  a  pre-trial  conference to schedule filing of Plaintiffs' motion for
class certification on or before May 29, 2001 and resumption of merits discovery
and  discovery  related  to the class certification motion.  Subsequently, after
the May 31, 2001 status conference, on June 4, 2001 the court ordered a March 4,
2002  trial  date  and  referred the case to mediation and to discovery before a
magistrate  judge.

     Subsequently, after the May 31, 2001 status conference, on June 4, 2001 the
court  ordered a March 4, 2002 trial date and referred the case to mediation and
to  discovery before a magistrate judge.  The Defendants and Plaintiffs' Counsel
have continued to negotiate toward a settlement and have reached agreement as to
its  principal  business terms.  As part of the settlement terms, EFG has agreed
to  buy  the  loans  made  by  the  Partnerships to Echelon Residential
Holdings  for  an aggregate $32 million plus interest at 7.5% per annum, if they
are  not  repaid  prior  to  or  at  their  maturity date.  Upon completion of a
stipulation  of  settlement, the parties will submit the settlement to the court
for  approval.

     Revenue  from  individual  lessees which accounted for 10% or more of lease
revenue  during the years ended December 31, 2000, 1999 and 1998 is incorporated
herein  by  reference  to Note 3 to the financial statements included in Item 8,
herein.  Refer  to  Item 14(a)(3) for lease agreements filed with the Securities
and  Exchange  Commission.

     EFG  is  a  Massachusetts  limited  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.  EFG  and  its subsidiaries (collectively, the
"Company")  are  engaged  in  various aspects of the equipment leasing business,
including  EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(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  EFG,  with  a  1% controlling interest, is Equis
Corporation,  a  Massachusetts corporation owned and controlled entirely by Gary
D.  Engle,  its  President,  Chief  Executive  Officer and sole Director.  Equis
Corporation  also  owns  a  controlling 1% general partner interest in EFG's 99%
limited  partner,  GDE  Acquisition  Limited  Partnership ("GDE LP").  Mr. Engle
established  Equis  Corporation and GDE LP in December 1994 for the sole purpose
of  acquiring  the  business  of  AFG.

     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.  AFG changed its name to Equis
Financial  Group  Limited Partnership after the sale was concluded.  Pursuant to
terms  of  the sale agreements, EFG specifically reserved 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.

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

     Not  applicable.

Item  2.  Properties.
---------------------

     Incorporated  herein  by reference to Note 4 to the financial statements in
Item  8.

Item  3.  Legal  Proceedings.
-----------------------------

     Incorporated  herein  by reference to Note 8 to the financial statements in
Item  8.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.
----------------------------------------------------------------------

     None.

<PAGE>
PART  II

Item  5.  Market  for  the  Partnership's Securities and Related Security Holder
--------------------------------------------------------------------------------
Matters.
--------

     (a)  Market  Information

     There  is  no  public  market  for  the  resale  of the Units and it is not
anticipated  that  a  public  market  for  resale  of  the  Units  will develop.

     (b)  Approximate  Number  of  Security  Holders

     At  December  31,  2000,  there  were  758  record  holders of Units in the
Partnership.

     (c)  Dividend  History  and  Restrictions

     Historically,  the  amount of cash distributions to be paid to the Partners
has  been determined on a quarterly basis.  Each quarter's distribution may have
varied  in amount and was made 95% to the Limited Partners and 5% to the General
Partner.  Generally,  cash distributions have been paid within 15 days after the
completion  of  each  calendar  quarter.

     The  Partnership is a Nominal Defendant in a Class Action Lawsuit described
in  Note 8 to the accompanying Annual Report.  Commencing with the first quarter
of  2000,  the  General  Partner  suspended  the  payment  of  quarterly  cash
distributions  pending  final  resolution  of  the  Class  Action  Lawsuit.
Accordingly,  future  cash  distributions  are not expected to be paid until the
Class  Action  Lawsuit  is  settled  or  adjudicated.

     In  any given year, it is possible that Recognized Owners will be allocated
taxable  income  in  excess  of  distributed  cash. This discrepancy between tax
obligations  and  cash  distributions may or may not continue in the future, and
cash  may  or  may  not  be  available for distribution to the Recognized Owners
adequate  to  cover  any  tax  obligation.

     Distributions  declared  in  2000  and  1999  were  as  follows:
<TABLE>
<CAPTION>


                                                   .      General   Recognized
                                                 Total    Partner     Owners
                                                --------  --------  -----------
<S>                                             <C>       <C>       <C>
      Total 2000 distributions declared. . . .  $     --  $     --  $        --
      Total 1999 distributions declared. . . .   227,476    11,374      216,102
                                                --------  --------  -----------

                               Total         .  $227,476  $ 11,374  $   216,102
                                                ========  ========  ===========
</TABLE>



     There  are no formal restrictions under the Restated Agreement, as amended,
that  materially  limit  the  Partnership's  ability  to pay cash distributions,
except  that  the  General  Partner  may  suspend or limit cash distributions to
ensure  that  the  Partnership  maintains sufficient working capital reserves to
cover,  among  other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration.  In addition to
the  need  for  funds  in connection with the Class Action Lawsuit, liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining  equipment  base  consists  of fewer revenue-producing assets that are
available to cover prospective cash disbursements.  Insufficient liquidity could
inhibit  the  Partnership's  ability  to  sustain its operations or maximize the
realization  of  proceeds  from  remarketing  its  remaining  assets.

     Cash  distributions  consist  of  Distributable  Cash  From  Operations and
Distributable  Cash  From  Sales  or  Refinancings.

     "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 General Partner, and increased by any portion of such reserves
deemed  by the 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 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 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 secured by such equipment to the
extent  deemed  necessary  or  appropriate  by  the  General Partner, or (b) the
proceeds  from  the  sale  of an interest in equipment pursuant to any agreement
governing  a joint venture which the 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  Partner, 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 General Partner and (ii) increased by any portion of such reserves deemed by
the 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.

     "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.

<PAGE>

Item  6.  Selected  Financial  Data.
------------------------------------

     The following data should be read in conjunction with Item 7, "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operations" and
the  financial  statements  included  in  Item  8  herein.

     For  each  of  the  five  years  in  the  period  ended  December 31, 2000:
<TABLE>
<CAPTION>



 Summary of Operations            2000          1999        1998        1997        1996
----------------------------  -------------  ----------  ----------  ----------  ----------
 .                             Restated (1)
<S>                           <C>            <C>         <C>         <C>         <C>
Lease revenue. . . . . . . .  $     199,293  $  247,818  $  321,107  $  653,111  $1,816,273

Interest income. . . . . . .  $     436,825  $  191,695  $  161,990  $  131,193  $   97,019

Net income . . . . . . . . .  $     373,741  $  296,465  $  575,168  $  720,339  $1,656,646

Per Unit:
 Net income. . . . . . . . .  $        0.73  $     0.59  $     1.14  $     1.42  $     3.28

 Cash distributions declared  $          --  $     0.45  $     0.45  $     0.56  $     4.52


 Financial Position
----------------------------

Total assets . . . . . . . .  $   4,385,473  $4,069,905  $4,032,879  $3,443,037  $3,551,413

Total long-term obligations.  $          --  $       --  $       --  $       --  $  307,479

Partners' capital. . . . . .  $   4,154,128  $3,780,387  $3,711,398  $3,363,706  $2,927,711
</TABLE>



(1) See Note 1 to the financial statements, included in Item 8 herein, regarding
the  restatement  of  the  Partnership's  2000  financial  statements.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

                Year ended December 31, 2000 compared to the year
          ended December 31, 1999 and the year ended December 31, 1999
                  compared to the year ended December 31, 1998


     Subsequent  to the issuance of the Partnership's financial statements as of
and  for the year ended December 31, 2000, the Partnership revised its method of
accounting  for  the  loan  receivable  from Echelon Residential Holdings.  As a
result,  the financial statements as of and for the year ended December 31, 2000
have  been  restated  from  amounts  previously  reported.  The  effects  of the
restatement  are  presented  in  Note 1 to the financial statements, included in
Item  8  and  have  been  reflected  herein.  The  following  should  be read in
conjunction  with  the  restated  Financial Statements, including notes thereto.
The  following  discussion compares the restated financial condition and results
of  operations  for  the year ended December 31, 2000 to the year ended December
31,  1999  and  the  year ended December 31, 1999 to the year ended December 31,
1998.

     Certain  statements  in this Form 10-K/A Amendment No. 2 of the Partnership
that  are not historical fact constitute "forward-looking statements" within the
meaning  of the Private Securities Litigation Reform Act of 1995 and are subject
to  a  variety  of  risks and uncertainties.  There are a number of factors that
could  cause  actual  results  to  differ materially from those expressed in any
forward-looking  statements  made  herein.  These  factors  include, but are not
limited  to,  the outcome of the Class Action Lawsuit described in Note 8 to the
financial  statements  included  in  Item  8  herein,  the  remarketing  of  the
Partnership's  equipment  and the performance of the partnership's non-equipment
assets.

Overview
--------

     The  Partnership  was organized in 1990 as a direct-participation equipment
leasing  program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties.  Presently, the Partnership is a Nominal
Defendant  in  a  Class Action Lawsuit, the outcome of which could significantly
alter  the  nature  of  the  Partnership's  organization and its future business
operations.  See  Note  8 to the financial statements included in Item 8 herein.
Pursuant  to the Restated Agreement, as amended, the Partnership is scheduled to
be dissolved by December 31, 2001.  However, the General Partner does not expect
that  the  Partnership  will  be dissolved until such time that the Class Action
Lawsuit  is  settled  or  adjudicated.

     The  1940  Act  places  restrictions  on the capital structure and business
activities  of  companies  registered  thereunder.  The  Partnership  has active
business  operations  in  the  financial  services industry, including equipment
leasing  and the loan to Echelon Residential Holdings.  The Partnership does not
intend to engage in investment activities in a manner or to an extent that would
require the Partnership to register as an investment company under the 1940 Act.
However,  it  is  possible that the Partnership may unintentionally engage in an
activity  or  activities  that  may be construed to fall within the scope of the
1940  Act.  The  General Partner is engaged in discussions with the staff of the
SEC  regarding  whether  or not the Partnership may be an inadvertent investment
company  as  a consequence of the above-referenced loan. If the Partnership were
determined  to  be  an  unregistered  investment  company, its business would be
adversely  affected.The  1940 Act, among other things, prohibits an unregistered
investment company from offering securities for sale or engaging in any business
in  interstate  commerce and, consequently, leases and contracts entered into by
partnerships  that  are  unregistered  investment companies may be voidable. The
General  Partner  has consulted counsel and believes that the Partnership is not
an  investment  company.  The  General  Partner has determined to take action to
resolve  the  Partnership's  status under the 1940 Act by means that may include
disposing  or  acquiring  certain  assets that it might not otherwise dispose or
acquire.

     On  May 11, 2001, the general partners of the Partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(C) of the 1940 Act.  The SEC
staff noted that Section 7 of the 1940 Act makes it unlawful for an unregistered
investment  company, among other things, to offer, sell, purchase or acquire any
security or engage in any business in interstate commerce.  Accordingly, Section
7 would prohibit any partnership that is an unregistered investment company from
engaging  in  any  business in interstate commerce, except transactions that are
merely  incidental  to  its  dissolution.  The  SEC staff asked that the general
partners  advise  them  within  the next 30 days as to what steps the Designated
Partnerships  will  take  to  address  their status under the 1940 Act.  The SEC
staff  asserts  that  the  notes  evidencing  the  loans  to Echelon Residential
Holdings  are  investment  securities  and  the  ownership  of the notes by said
partnerships  cause  them  to  be  investment companies and that, in the case of
American  Income  Partners  V-A Limited Partnership and V-B Limited Partnership,
they  may  have  become  investment  companies  when  they  received  the Semele
securities  as  part  of  the compensation for the sale of a vessel to Semele in
1997.  The  general  partners have consulted with counsel who specializes in the
1940  Act  and,  based  on  counsel's advice, do not believe that the Designated
Partnerships  are  investment  companies.

     The letter also stated that the Division is considering whether to commence
an  enforcement  action with respect to this matter.  Noting that the parties to
the  Class  Action Lawsuit were scheduled to appear before the court in the near
future  to  consider a proposed settlement, and that the SEC staff believed that
its views, as expressed in the letter, would be relevant to the specific matters
that will be considered by the court at the hearing, the SEC staff submitted the
letter  to  the  court  for  its  consideration.

     On  May  15,  2001,  Defendants'  Counsel  filed with the court Defendants'
Status Report pursuant to the court's March 12, 2001 Order.  Defendants reported
that,  notwithstanding  the  parties' best efforts, the staff of the SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the proposed settlement.  In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies to Designated Partnerships, the 1940 Act does not prohibit going forward
with  the  proposed  settlement,  as  that transaction is merely incidental to a
dissolution of the Partnerships and therefore is not subject to the prohibitions
of  Section  7  of  the  1940  Act.

     The  Defendants  also  referred  to  the SEC staff's letter of May 10, 2001
asserting  that  certain  of  the  partnerships  are investment companies and to
special  1940  Act  counsel's  submissions  to  the  SEC staff setting forth the
reasons  why  the 1940 Act does not apply to the Designated Partnerships, noting
that  counsel  had  informed  the staff of the Division of Investment Management
that,  based  upon  counsel's understanding of the surrounding circumstances and
after  an  in-depth  analysis  of the applicable law, if asked, counsel would be
willing  to  issue  an  opinion  of the firm that none of the partnerships is an
investment  company under the 1940 Act.  The Defendants stated their belief that
the proposed settlement is still viable and in the best interests of the parties
and  that  final  approval  should be pursued.  The Defendants advised the court
that  they believe that if the court were to address the issue of whether or not
the  1940  Act  applies  to  the partnerships and the proposed consolidation, it
could  remove  the  major  obstacle to the settlement being finally consummated.
The  Defendants also requested that the court schedule a hearing to address on a
preliminary  basis  the  objection  to the proposed settlement raised in the SEC
staff's  May  10,  2001  letter.

     Plaintiffs' Counsel also submitted a Plaintiffs' Status Report to the court
on  May  15,  2001  in  which  they  reported  that  the SEC review has not been
concluded  and  that  they  notified the Defendants that they would not agree to
continue  to  stay  the  further  prosecution  of the litigation in favor of the
settlement  and  that  they  intend to seek court approval to immediately resume
active  prosecution of the claims of the Plaintiffs.  Plaintiffs' Counsel stated
in  the Report that the "[p]laintiffs continue to believe that the settlement is
in  the  best  interests of the Operating Partnership Sub-class.  However, since
the  SEC  has  yet  to  complete  its review of the proxy, the Plaintiffs do not
believe  that  the  litigation  should continue to be stayed so that the SEC may
continue  its  regulatory  review for an indefinite period of time."  Plaintiffs
requested  a  pre-trial  conference to schedule filing of Plaintiffs' motion for
class certification on or before May 29, 2001 and resumption of merits discovery
and  discovery  related  to the class certification motion.  Subsequently, after
the May 31, 2001 status conference, on June 4, 2001 the court ordered a March 4,
2002  trial  date  and  referred the case to mediation and to discovery before a
magistrate  judge.  The  Defendants  and  Plaintiffs'  Counsel have continued to
negotiate  toward  a  settlement  and have reached agreement as to its principal
business  terms.  As  part  of  the  settlement terms, EFG has agreed to buy the
loans  made  by the Partnerships to Echelon Residential Holdings for an
aggregate  $32  million  plus interest at 7.5% per annum, if they are not repaid
prior  to  or  at  their  maturity  date.  Upon  completion  of a stipulation of
settlement,  the  parties  will submit the settlement to the court for approval.

Results  of  Operations
-----------------------

     For  the  year  ended  December  31, 2000, the Partnership recognized lease
revenue  of  $199,293,  compared  to  $247,818  and $321,107 for the years ended
December  31,  1999  and  1998, respectively. The decrease in lease revenue from
1998  to  2000  resulted principally from lease term expirations and the sale of
equipment.  In  the  future, lease revenue will continue to decline due to lease
term  expirations  and  equipment  sales.

     The  Partnership's equipment portfolio includes certain assets in which the
Partnership  holds  a  proportionate  ownership  interest.  In  such  cases, the
remaining  interests  are  owned  by  an  affiliated  equipment  leasing program
sponsored  by  Equis Financial Group Limited Partnership ("EFG").  Proportionate
equipment  ownership  enabled the Partnership to further diversify its equipment
portfolio  at  inception  by  participating in the ownership of selected assets,
thereby  reducing  the  general  levels of risk which could have resulted from a
concentration in any single equipment type, industry or lessee.  The Partnership
and  each  affiliate  individually  report,  in  proportion  to their respective
ownership  interests,  their respective shares of assets, liabilities, revenues,
and  expenses  associated  with  the  equipment.

     Interest  income for the year ended December 31, 2000 was $436,825 compared
to  $191,695  and  $161,990  for  the  years  ended  December 31, 1999 and 1998,
respectively.  Interest  income  is  generated  principally  from  temporary
investment of rental receipts, equipment sale proceeds in short-term investments
and  interest  earned  on the loan receivable from Echelon Residential Holdings.
The amount of future interest income from the short-term instruments is expected
to  fluctuate  as  a  result  of  changing interest rates and the amount of cash
available  for  investment,  among  other  factors.

     Interest income also included $334,565 for the year ended December 31, 2000
earned  on  the  loan receivable from Echelon Residential Holdings.  On March 8,
2000,  the  Partnership  utilized  $2,730,000  of available cash for the loan to
Echelon  Residential  Holdings.    The entire principal and all accrued interest
on  the  loan is due at the loan's maturity on September 8, 2002.   (See further
discussion  included  in  Note  5 to the financial statements included in Item 8
herein).

     The loan receivable was previously accounted for and reported in accordance
with  the  guidance  for  Acquisition, Development and Construction Arrangements
("ADC arrangements") in the Partnership's financial statements as of and for the
year  December  31,  2000.  The  loan  was  presented as an investment in a real
estate  venture  and  was  presented net of the Partnership's share of losses in
Echelon  Residential  Holdings.  The Partnership was allocated its proportionate
share  of  the  unconsolidated  real  estate  venture's  net loss, excluding the
interest  expense  on  the  loan, based on the balance of its loan receivable in
relation  to the real estate venture's total equity and notes payable, including
the ADC arrangements.  For the period ended December 31, 2000, the Partnership's
share  of  losses in Echelon Residential Holdings was $207,217 and was reflected
on  the  Statement of Operations as ''Partnership's share of unconsolidated real
estate  venture's  loss''.
     Subsequent  to  the  issuance of the Partnership's financial statements for
the  year  ended  December  31,  2000,  the Partnership determined that the loan
receivable  should  be  accounted  for  consistent  with  its legal form and the
Partnership  should  recognize  the  interest  income,  as  calculated  per  the
contractual  terms  of the loan agreement to the extent such interest income was
evaluated  as  likely to be collected.  The loan receivable and related interest
income  should  be  evaluated  for  impairment  under  Statement  of  Financial
Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan".
     Accordingly,  the Partnership reversed the proportionate share of losses in
Echelon  Residential  Holdings  of  $207,217  previously recorded and recognized
interest  income  of  $334,565,  resulting in a decrease in the net loss for the
year ended December 31, 2000 of $541,782, or $1.06 per limited partnership unit.
As  a  result, the accompanying financial statements for the year ended December
31,  2000 have been restated from the amounts previously reported.  In addition,
during  the  second  quarter  of  2001  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $238,875, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $443,080 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.

     During  the  year  ended  December 31, 2000, the Partnership sold equipment
with  a  net  book  value  of $9,199 to existing lessees and third parties.  The
sales  resulted  in  a  net  gain, for financial reporting purposes, of $10,534,
$191,523,  and  $672,899.

     In  1999,  the  Partnership  sold  fully  depreciated equipment to existing
lessees  and  third parties.  These sales resulted in a net gain, for financials
statement  purposes,  of  $191,523 compared to a net gain in 1998 of $775,111 on
equipment  having  a  net  book  value  of  $272,578.

     It  cannot be determined whether future sales of equipment will result in a
net  gain  or  a  net  loss  to  the  Partnership,  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  realization  of  residual value for any type of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous  to  the  Partnership and which will
maximize  total  cash  returns  for  each  asset.

     The  total  economic  value  realized  for  each  asset is comprised of all
primary lease term revenue generated from that asset, together with its residual
value.  The  latter  consists of cash proceeds realized upon the asset's sale in
addition  to  all  other  cash  receipts  obtained  from  renting the asset on a
re-lease,  renewal  or  month-to-month  basis.  The  Partnership classifies such
residual  rental payments as lease revenue.  Consequently, the amount of gain or
loss  reported  in the financial statements is not necessarily indicative of the
total  residual  value  the  Partnership  achieved  from  leasing the equipment.

     Depreciation expense was $62,467, $64,562, and $115,523 for the years ended
December  31,  2000,  1999  and  1998,  respectively.  For  financial  reporting
purposes,  to  the  extent  that  an  asset  is  held on primary lease term, the
Partnership  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 primary lease expiration.  To the
extent  that  equipment  is  held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

     Management  fees  were  $7,482,  $9,848,  and  $13,512  for the years ended
December 31, 2000, 1999 and 1998, respectively.  Management fees are based on 5%
of  gross  lease  revenue  generated  by  operating leases and 2% of gross lease
revenue  generated  by  full  payout  leases.

     Operating  expenses  were  $202,962,  $260,161,  and $451,793 for the years
ended  December  31,  2000,  1999  and  1998, respectively.  For the years ended
December  31,  2000,  1999  and  1998  operating expenses includes approximately
$41,000, $50,000 and $297,000, respectively, related to the Class Action Lawsuit
described  in  Note  8  to  the  financial  statements included in Item 8. Other
operating  expenses  consist  principally of professional service costs, such as
audit  and  other  legal fees, as well as printing, distribution and remarketing
expenses.  In  certain cases, equipment storage or repairs and maintenance costs
may  be  incurred  in  connection  with  equipment  being  remarketed.


Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
--------------------------------------------------------------------

     The  Partnership by its nature is a limited life entity.  The Partnership's
principal  operating  activities  derive  from  asset  rental  transactions.
Accordingly,  the  Partnership's  principal  source  of  cash from operations is
generally  provided by the collection of periodic rents.  These cash inflows are
used to pay management fees and operating costs.  Operating activities generated
net  cash  inflows  of $114,671, $153,455, and $270,559, in 2000, 1999 and 1998,
respectively.  Future renewal, re-lease and equipment sale activities will cause
a  decline  in  the  Partnership's  lease  revenues and corresponding sources of
operating  cash.  Overall,  expenses  associated with rental activities, such as
management  fees,  and net cash flow from operating activities will also decline
as  the  Partnership  remarkets  its  equipment.  The amount of future cash from
interest  income is expected to fluctuate as a result of changing interest rates
and  the  level of cash available for investment, among other factors.  The loan
to  Echelon  Residential Holdings and accrued interest thereon is due in full at
maturity  on  September  8,  2002.

     Cash  realized from asset disposal transactions is reported under investing
activities  on  the accompanying Statement of Cash Flows.  During the year ended
December  31,  2000, the Partnership realized $19,733 in equipment sale proceeds
compared  to  $191,523  and  $945,477  in  1999  and 1998, respectively.  Future
inflows  of cash from asset disposals will vary in timing and amount and will be
influenced  by  many  factors  including,  but not limited to, the frequency and
timing of lease expirations, the type of equipment being sold, its condition and
age,  and  future  market  conditions.

     At  December  31,  2000, the Partnership had aggregate future minimum lease
payments  of  $85,896  from  contractual  lease  agreements  (see  Note 3 to the
financial  statements  included in Item 8).  At the expiration of the individual
lease  terms  underlying  the  Partnership's  future minimum lease payments, the
Partnership will sell the equipment or enter re-lease or renewal agreements when
considered advantageous by the General Partner and EFG.  Such future remarketing
activities will result in the realization of additional cash inflows in the form
of  equipment sale proceeds or rents from renewals and re-leases, the timing and
extent  of which cannot be predicted with certainty.  This is because the timing
and extent of remarketing events often is 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.

          In  connection  with  a  preliminary  settlement agreement for a Class
Action  Lawsuit described in Note 8 to the financial statements included in Item
8,  the  court  permitted  the  Partnership  to  invest  in  any new investment,
including but not limited to new equipment or other business activities, subject
to certain limitations. On March 8, 2000, the Partnership loaned $2,730,000 to a
newly  formed  real  estate company, Echelon Residential Holdings to finance the
acquisition  of  real  estate  assets  by  that  company.  Echelon  Residential
Holdings,  through a wholly owned subsidiary (Echelon Residential LLC), used the
loan proceeds, along with the loan proceeds from similar loans by ten affiliated
partnerships  representing $32 million in the aggregate, to acquire various real
estate assets from Echelon International Corporation, an unrelated Florida-based
real  estate  company.  Echelon  Residential  Holding's  interest  in  Echelon
Residential LLC is pledged pursuant to a pledge agreement to the partnerships as
collateral  for  the  loans.  The  loan  has  a  term  of  30 months maturing on
September  8,  2002,  and an annual interest rate of 14% for the first 24 months
and  18% for the final six months. Interest accrues and compounds monthly and is
payable  at  maturity.

     The  loan  made  by the Partnership to Echelon Residential Holdings is, and
will  continue to be, subject to various risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, 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,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of the Partnership.  The Partnership periodically
evaluates  the  collectibility  of the loan's contractual principal and interest
and  the  existence  of  loan  impairment  indicators.

     The  Restated  Agreement, as amended, prohibits the Partnership from making
loans  to  the  General Partner or its affiliates.  Since the acquisition of the
several  parcels  of  real  estate  from  the  owner  had  to occur prior to the
admission  of  certain  independent  third  parties  as  equity  owners, Echelon
Residential  Holdings  and its wholly owned subsidiary, Echelon Residential LLC,
were  formed  in anticipation of their admission.  The General Partner agreed to
an  officer  of  the  Manager  serving  as  the initial equity holder of Echelon
Residential  Holdings  and as an unpaid manager of Echelon Residential Holdings.
The  officer  made a $185,465 equity investment in Echelon Residential Holdings.
His  return on his equity investment is restricted to the same rate of return as
the  partnerships  realize  on  their loans.  There is a risk that the court may
object to the General Partner's action in structuring the loan in this way since
the  officer  may  be  deemed  an  affiliate  and  the loans in violation of the
prohibition  against  loans to affiliates and the court's statement in its order
permitting  New  Investments  that  all  other  provisions  of  the  Partnership
Agreements  governing  the investment objectives and policies of the Partnership
shall  remain  in full force and effect.  The court may require the partnerships
to  restructure  or  divest  the  loan.

     There  are no formal restrictions under the Restated Agreement, as amended,
that  materially  limit  the  Partnership's  ability  to pay cash distributions,
except  that  the  General  Partner  may  suspend or limit cash distributions to
ensure  that  the  Partnership  maintains sufficient working capital reserves to
cover,  among  other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration.  In addition to
the  need  for  funds  in connection with the Class Action Lawsuit, liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining  equipment  base  consists  of fewer revenue-producing assets that are
available to cover prospective cash disbursements.  Insufficient liquidity could
inhibit  the  Partnership's  ability  to  sustain its operations or maximize the
realization  of  proceeds  from  remarketing  its  remaining  assets.

     Cash  distributions  to  the General Partner and Recognized Owners had been
declared  and  generally  paid  within  fifteen  days  following the end of each
calendar quarter.  The payment of such distributions is reported under financing
activities  on  the accompanying Statement of Cash Flows.  No distributions were
declared  for the year ended December 31, 2000, however, the 1999 fourth quarter
cash distribution of $56,869 was paid in January 2000.  In any given year, it is
possible  that  Recognized  Owners will be allocated taxable income in excess of
distributed  cash.  This  discrepancy  between  tax  obligations  and  cash
distributions  may or may not continue in the future, and cash may or may not be
available  for  distribution  to the Recognized Owners adequate to cover any tax
obligation.

     Cash  distributions  paid to the Recognized Owners consist of both a return
of  and  a  return  on capital.  Cash distributions do not represent and are not
indicative  of  yield  on  investment.  Actual  yield  on  investment  cannot be
determined  with  any  certainty until conclusion of the Partnership and will be
dependent  upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, the residual value realized for each asset at its
disposal  date  and  the  performance of the Partnership's non-equipment assets.

     The  Partnership's  capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of  income  and expense items for income tax purposes in comparison to financial
reporting  purposes  (generally  referred to as permanent or timing differences;
see  Note  7  to  the accompanying financial statements included in Item 8). For
instance,  selling commissions and organization and offering costs pertaining to
syndication  of  the  Partnership's limited partnership units are not deductible
for  federal  income  tax purposes, but are recorded as a reduction of partners'
capital  for  financial  reporting  purposes.  Therefore,  such  differences are
permanent  differences  between  capital  accounts  for  financial reporting and
federal  income  tax  purposes.  Other  differences between the bases of capital
accounts  for  federal  income tax and financial reporting purposes occur due to
timing differences.  Such items include the cumulative difference between income
or  loss for tax purposes and financial statement income or loss.  The principal
components  of  the  cumulative difference between financial statement income or
loss and tax income or loss result from different depreciation policies for book
and  tax  purposes.

     For  financial  reporting  purposes,  the General Partner has accumulated a
capital  deficit  at  December  31,  2000.  This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of  $1,000  and  its  allocation  of  financial  statement  net  income or loss.
Ultimately,  the  existence  of  a  capital  deficit for the General Partner for
financial  reporting  purposes  is  not  indicative  of  any  further  capital
obligations  to the Partnership by the General Partner.  The Restated Agreement,
as  amended,  requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative  balance  which may exist in the General Partner's tax capital account.
At  December  31,  2000,  the General Partner had a positive tax capital account
balance.

     The  outcome  of  the  Class  Action  Lawsuit  described  in  Note 8 to the
financial  statements  included  in Item 8 included in Item 8 herein will be the
principal  factor  in  determining  the  future of the Partnership's operations.
Commencing  with  the  first  quarter of 2000, the General Partner suspended the
payment  of  quarterly  cash distributions pending final resolution of the Class
Action  Lawsuit.  Accordingly,  future cash distributions are not expected to be
paid  until  the  Class  Action  Lawsuit  is  settled  or  adjudicated.

Item  7A.  Quantitative  and  Qualitative  Disclosures  about  Market  Risks.
-----------------------------------------------------------------------------

     The  Partnership's  financial statements include financial instruments that
are  exposed  to  interest  rate  risks.

     The Partnership's loan to Echelon Residential Holdings matures on September
8, 2002 and earns interest at a fixed annual rate of 14% for the first 24 months
and  a fixed annual rate of 18% for the last 6 months of the loan, with interest
due  at  maturity.  Investments  earning a fixed rate of interest may have their
fair  market  value  adversely  impacted  due  to a rise in interest rates.  The
effect  of  interest  rate  fluctuations  on  the  Partnership  in  2000 was not
material.

<PAGE>
------


Item  8.  Financial  Statements  and  Supplementary  Data.
----------------------------------------------------------

     Financial  Statements  (Restated):
<TABLE>
<CAPTION>

<S>                                                       <C>
    Report of Independent Auditors . . . . . . . . . . .  16

    Statement of Financial Position
    at December 31, 2000 and 1999. . . . . . . . . . . .  17

    Statement of Operations
    for the years ended December 31, 2000, 1999 and 1998  18

    Statement of Changes in Partners' Capital
    for the years ended December 31, 2000, 1999 and 1998  19

    Statement of Cash Flows
    for the years ended December 31, 2000, 1999 and 1998  20

    Notes to the Financial Statements. . . . . . . . . .  21
</TABLE>





<PAGE>

                            REPORT OF INDEPENDENT AUDITORS
                            ------------------------------


To  the  Partners  of  American  Income  Partners  V-D  Limited  Partnership:

We  have  audited  the accompanying statements of financial position of American
Income  Partners  V-D Limited Partnership, as of December 31, 2000 and 1999, and
the  related  statements  of  operations, changes in partners' capital, and cash
flows  for each of the three years in the period ended December 31, 2000.  These
financial  statements  are  the  responsibility of the Partnership's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of American Income Partners V-D
Limited  Partnership  at  December  31,  2000  and  1999, and the results of its
operations  and  its  cash flows for each of the three years in the period ended
December  31,  2000, in conformity with accounting principles generally accepted
in  the  United  States.

The  accompanying financial statements for the year ended December 31, 2000 have
been  restated  as  discussed  in  Note  1.


     /S/  ERNST  &  YOUNG  LLP

Tampa,  Florida
March  30,  2001,
except  for  Notes  1  and  10,  as  to  which  the  date  is
November  7,  2001

<PAGE>


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>

<S>                                                     <C>            <C>
 .                                                               2000         1999
                                                        -------------  -----------
 .                                                       Restated
 .                                                        (See Note 1)
ASSETS

Cash and cash equivalent . . . . . . . . . . . . . . .  $  1,226,359   $3,878,824
Rents receivable . . . . . . . . . . . . . . . . . . .        10,731        6,821
Accounts receivable - affiliate. . . . . . . . . . . .        12,809       41,585
Interest receivable - loan receivable. . . . . . . . .       334,565           --
Loan receivable. . . . . . . . . . . . . . . . . . . .     2,730,000           --
Equipment at cost, net of accumulated
   depreciation of $1,003,736 and $1,026,150
   at December 31, 2000 and 1999, respectively                71,009      142,675
                                                        -------------  -----------
 Total assets. . . . . . . . . . . . . . . . . . . . .  $  4,385,473   $4,069,905
                                                        =============  ===========



LIABILITIES AND PARTNERS' CAPITAL

Accrued liabilities. . . . . . . . . . . . . . . . . .  $    216,360   $  224,936
Accrued liabilities - affiliate. . . . . . . . . . . .        14,985        7,713
Cash distributions payable to partners . . . . . . . .            --       56,869
                                                        -------------  -----------
 Total liabilities . . . . . . . . . . . . . . . . . .       231,345      289,518
                                                        -------------  -----------
Partners' capital (deficit):
   General Partner                                          (324,347)    (343,034)
   Limited Partnership Interests
   (480,227 Units; initial purchase price of $25 each)     4,478,475    4,123,421
                                                        -------------  -----------
 Total partners' capital . . . . . . . . . . . . . . .     4,154,128    3,780,387
                                                        -------------  -----------
 Total liabilities and partners' capital . . . . . . .  $  4,385,473   $4,069,905
                                                        =============  ===========
</TABLE>
























   The accompanying notes are an integral part of these financial statements
<PAGE>
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>

<S>                                  <C>            <C>       <C>
 .                                            2000       1999        1998
                                     -------------  --------  ----------
 .                                    Restated
 .                                     (See Note 1)
Income:
 Lease revenue. . . . . . . . . . .  $    199,293   $247,818  $  321,107
 Interest income. . . . . . . . . .       102,260    191,695     161,990
 Interest income - loan receivable.       334,565         --          --
 Gain on sale of equipment. . . . .        10,534    191,523     672,899
                                     -------------  --------  ----------
 Total income . . . . . . . . . . .       646,652    631,036   1,155,996
                                     -------------  --------  ----------


Expenses:
 Depreciation . . . . . . . . . . .        62,467     64,562     115,523
 Equipment management fees -
   affiliate. . . . . . . . . . . .         7,482      9,848      13,512
 Operating expenses - affiliate . .       202,962    260,161     451,793
                                     -------------  --------  ----------
   Total expenses . . . . . . . . .       272,911    334,571     580,828
                                     -------------  --------  ----------


Net income. . . . . . . . . . . . .  $    373,741   $296,465  $  575,168
                                     =============  ========  ==========


Net income
       per limited partnership unit  $       0.73   $   0.59  $     1.14
                                     =============  ========  ==========
Cash distributions declared
 per limited partnership unit . . .  $         --   $   0.45  $     0.45
                                     =============  ========  ==========
</TABLE>



























   The accompanying notes are an integral part of these financial statements
<PAGE>
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>

<S>                                      <C>         <C>                <C>          <C>
 .                                        General
 .                                        Partner     Recognized Owners
                                                     -----------------
 .                                        Amount      Units              Amount       Total
                                         ----------  -----------------  -----------  -----------

Balance at December 31, 1997. . . . . .  $(363,867)            480,227  $3,727,573   $3,363,706

      Net income - 1998 . . . . . . . .     28,758                  --     546,410      575,168

      Cash distributions declared . . .    (11,374)                 --    (216,102)    (227,476)
                                         ----------  -----------------  -----------  -----------

Balance at December 31, 1998. . . . . .   (346,483)            480,227   4,057,881    3,711,398

      Net income - 1999 . . . . . . . .     14,823                  --     281,642      296,465

      Cash distributions declared . . .    (11,374)                 --    (216,102)    (227,476)
                                         ----------  -----------------  -----------  -----------

Balance at December 31, 1999. . . . . .   (343,034)            480,227   4,123,421    3,780,387

      Net income - 2000 (restated). . .     18,687                  --     355,054      373,741
                                         ----------  -----------------  -----------  -----------


Balance at December 31, 2000 (restated)  $(324,347)            480,227  $4,478,475   $4,154,128
                                         ==========  =================  ===========  ===========
</TABLE>






























   The accompanying notes are an integral part of these financial statements
<PAGE>
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>

<S>                                                <C>            <C>          <C>
 .                                                          2000         1999         1998
                                                   -------------  -----------  -----------
 .                                                  Restated
 .                                                   (See Note 1)
Cash flows provided by (used in) operating
activities:
 Net  income. . . . . . . . . . . . . . . . . . .  $    373,741   $  296,465   $  575,168
Adjustments to reconcile net (loss) income
    to net cash provided by operating activities:
 Depreciation . . . . . . . . . . . . . . . . . .        62,467       64,562      115,523
 Gain on sale of equipment. . . . . . . . . . . .       (10,534)    (191,523)    (672,899)
Changes in assets and liabilities:
 Decrease (increase) in:
   Rents receivable . . . . . . . . . . . . . . .        (3,910)      31,659          225
   Accounts receivable - affiliate. . . . . . . .        28,776      (15,745)      10,392
        Interest receivable - loan receivable . .      (334,565)          --           --
 Increase (decrease) in:
   Accrued liabilities. . . . . . . . . . . . . .        (8,576)     (33,564)     249,300
   Accrued liabilities - affiliate. . . . . . . .         7,272        1,601       (6,710)
   Deferred rental income . . . . . . . . . . . .            --           --         (440)
                                                   -------------  -----------  -----------
   Net cash provided by operating activities. . .       114,671      153,455      270,559
                                                   -------------  -----------  -----------

Cash flows (used in) provided by investing
activities:
 Proceeds from equipment sales. . . . . . . . . .        19,733      191,523      945,477
 Issuance of loan receivable. . . . . . . . . . .    (2,730,000)          --           --
                                                   -------------  -----------  -----------
    Net cash (used in) provided by
       investing activities . . . . . . . . . . .    (2,710,267)     191,523      945,477
                                                   -------------  -----------  -----------

Cash flows used in financing activities:
 Distributions paid . . . . . . . . . . . . . . .       (56,869)    (227,476)    (227,476)
                                                   -------------  -----------  -----------
   Net cash used in financing activities. . . . .       (56,869)    (227,476)    (227,476)
                                                   -------------  -----------  -----------

Net (decrease) increase in cash and
    cash equivalents                                 (2,652,465)     117,502      988,560
Cash and cash equivalents at beginning of year        3,878,824    3,761,322    2,772,762
                                                   -------------  -----------  -----------
Cash and cash equivalents at end of year           $  1,226,359   $3,878,824   $3,761,322
                                                   =============  ===========  ===========
</TABLE>






















    The accompanying notes are an integral part of these financial statements

<PAGE>
======

                                       32
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
                        NOTES TO THE FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
                                -----------------


NOTE  1  -  RESTATEMENT  OF  FINANCIAL  STATEMENTS
--------------------------------------------------

     After  American Income Partners V-D Limited Partnership ("the Partnership")
filed  its  Annual Report on Form 10-K/A Amendment No. 1 to Form 10-K (the "2000
10-K")  for  the  year ended December 31, 2000 with the United States Securities
and  Exchange Commission ("SEC"), the Partnership determined that the accounting
treatment  for  the  loan  receivable  from  Echelon  Residential  Holdings  LLC
("Echelon  Residential  Holdings")  required  revision,  as  explained  below.

     On  March  8,  2000,  the  Partnership  and 10 affiliated partnerships (the
''Exchange  Partnerships'')  collectively  loaned  $32  million  to  Echelon
Residential  Holdings,  a  newly  formed  real  estate  company.

     The  Partnership's  loan  to  Echelon  Residential  Holdings is $2,730,000.
Echelon  Residential  Holdings,  through  a  wholly  owned  subsidiary  (Echelon
Residential  LLC),  used the loan proceeds to acquire various real estate assets
from Echelon International Corporation, a Florida-based real estate company. The
loan  has  a  term  of  30  months,  maturing on September 8, 2002 and an annual
interest  rate  of 14% for the first 24 months and 18% for the final six months.
Interest accrues and compounds monthly and is payable at maturity. In connection
with  the  transaction,  Echelon  Residential  Holdings  has  pledged a security
interest  in  all  of  its  right,  title  and interest in and to its membership
interests in Echelon Residential LLC to the Exchange Partnerships as collateral.
The loan receivable was previously accounted for and reported in accordance with
the  guidance  for  Acquisition, Development and Construction Arrangements ("ADC
arrangements")  in the Partnership's financial statements as of and for the year
December  31,  2000.  The  loan  was presented as an investment in a real estate
venture  and  was  presented net of the Partnership's share of losses in Echelon
Residential  Holdings.  The Partnership was allocated its proportionate share of
the  unconsolidated  real  estate  venture's  net  loss,  excluding the interest
expense  on the loan, based on the balance of its loan receivable in relation to
the  real  estate  venture's  total  equity and notes payable, including the ADC
arrangements.  For  the  period ended December 31, 2000, the Partnership's share
of  losses in Echelon Residential Holdings was $207,217 and was reflected on the
Statement  of  Operations as ''Partnership's share of unconsolidated real estate
venture's  loss''.
     Subsequent  to  the  issuance of the Partnership's financial statements for
the  year  ended  December  31,  2000,  the Partnership determined that the loan
receivable  and  related  interest  should  be accounted for consistent with its
legal  form  and  the  Partnership  should  recognize  the  interest  income, as
calculated  per  the  contractual  terms  of  the  agreement  to the extent such
interest  income  was  evaluated as likely to be collected.  The loan receivable
and  related  interest  should  be  evaluated  for impairment under Statement of
Financial  Accounting  Standards No. 114 "Accounting by Creditors for Impairment
of  a  Loan".
     Accordingly,  the Partnership reversed the proportionate share of losses in
Echelon  Residential  Holdings  of  $207,217  previously recorded and recognized
interest  income  of  $334,565,  resulting in a decrease in the net loss for the
year ended December 31, 2000 of $541,782, or $1.06 per limited partnership unit.
As  a  result, the accompanying financial statements for the year ended December
31,  2000 have been restated from the amounts previously reported.  In addition,
during  the  second  quarter  of  2001  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $238,875, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $443,080 recorded on the loan
receivable  through  March 31, 2001 and has ceased accruing interest on its loan
receivable  from  Echelon  Residential  Holdings,  effective  April  1,  2001.


NOTE  2  -  ORGANIZATION  AND  PARTNERSHIP  MATTERS
---------------------------------------------------

     The  Partnership  was  organized  as  a  limited  partnership  under  the
Massachusetts  Uniform  Limited  Partnership  Act (the "Uniform Act") on May 21,
1990  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 General Partner (AFG Leasing IV Incorporated)
and  $100  from  the  Initial  Limited  Partner  (AFG Assignor Corporation).  On
September  27,  1990,  the  Partnership  issued  480,227  units,  representing
assignments  of  limited  partnership interests (the "Units"), to 806 investors.
Unitholders  and  Limited  Partners (other than the Initial Limited Partner) are
collectively  referred to as Recognized Owners.  The Partnership has one General
Partner,  AFG  Leasing  IV  Incorporated,  a  Massachusetts  corporation  and an
affiliate  of  Equis  Financial  Group  Limited  Partnership  (formerly known as
American  Finance  Group),  a  Massachusetts  limited  partnership ("EFG").  The
common stock of the General Partner is owned by EFG.  The General Partner is not
required to make any other capital contributions except as may be required under
the  Uniform  Act  and  Section 6.1(b) of the Amended and Restated Agreement and
Certificate  of  Limited  Partnership  (the  "Restated  Agreement, as amended").

     Significant  operations  commenced  September 28, 1990 when the Partnership
made  its  initial  equipment  purchase.  Pursuant to the Restated Agreement, as
amended, Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings  will  be  allocated  95%  to  the  Recognized Owners and 5% to the
General  Partner.

     Under  the  terms  of  a  management  agreement between the Partnership and
AF/AIP  Programs  Limited  Partnership  and the terms of an identical management
agreement between AF/AIP Programs Limited Partnership and EFG (collectively, the
"Management  Agreement"),  management  services  are  provided  by  EFG  to  the
Partnership  at  fees  which  the General Partner believes to be competitive for
similar  services  (see  Note  6).

     EFG  is  a  Massachusetts  limited  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.  EFG  and  its subsidiaries (collectively, the
"Company")  are  engaged  in  various aspects of the equipment leasing business,
including  EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(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  EFG,  with  a  1% controlling interest, is Equis
Corporation,  a  Massachusetts corporation owned and controlled entirely by Gary
D.  Engle,  its  President,  Chief  Executive  Officer and sole Director.  Equis
Corporation  also  owns  a  controlling 1% general partner interest in EFG's 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.

     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.  AFG changed its name to Equis
Financial  Group  Limited Partnership after the sale was concluded.  Pursuant to
terms  of  the sale agreements, EFG specifically reserved 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.


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Cash
----

     The  Partnership  considers  liquid investment instruments purchased with a
maturity of three months or less to be cash equivalents.  From time to time, the
Partnership invests excess cash with large institutional banks in federal agency
discount  notes  and repurchase agreements with overnight maturities.  Under the
terms  of  the  agreements,  title  to  the  underlying securities passes to the
Partnership.  The  securities  underlying  the  agreements  are  book  entry
securities.  At  December  31,  2000, the Partnership had $1,107,252 invested in
federal  agency  discount  notes, repurchase agreements secured by U.S. Treasury
Bills  or  interests  in  U.S.  Government  securities,  or  other highly liquid
overnight  investments.

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

     Effective  January  1,  2000,  the  Partnership  adopted  the provisions of
Securities  Exchange  Commission  Staff  Accounting  Bulletin  No. 101, "Revenue
Recognition  in  Financial  Statements"  ("SAB  No. 101").  SAB No. 101 provides
guidance  for  the  recognition,  presentation  and  disclosure  of  revenue  in
financial  statements.  The  adoption  of  SAB  No.  101  had  no  impact on the
Partnership's  financial  statements.

     Rents  are  payable  to  the  Partnership  monthly  or  quarterly  and  no
significant  amounts  are  calculated on factors other than the passage of time.
The  leases are accounted for as operating leases and are noncancellable.  Rents
received  prior  to  their  due  dates  are deferred.  In certain instances, the
Partnership  may  enter  renewal  or re-lease agreements which expire beyond the
Partnership's  anticipated  dissolution date.  This circumstance is not expected
to  prevent  the orderly wind-up of the Partnership's business activities as the
General  Partner  and EFG would seek to sell the then-remaining equipment assets
either  to  the lessee or to a third party, taking into consideration the amount
of  future  noncancellable  rental  payments associated with the attendant lease
agreements.  See also Note 8 regarding the Class Action Lawsuit.  Future minimum
rents  of  $85,896  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>    <C>
  For the year ending December 31,   2001  $63,286
                                     2002   14,280
                                     2003    8,330
                                           -------

 .                                   Total  $85,896
                                           =======
</TABLE>



     Revenue  from  major  individual lessees which accounted for 10% or more of
lease  revenue  during  the  years  ended December 31, 2000, 1999 and 1998 is as
follows:
<TABLE>
<CAPTION>

<S>                               <C>      <C>      <C>
                                     2000     1999     1998
                                  -------  -------  -------

Awin Leasing Company, Inc. . . .  $82,744  $84,778  $84,778
Mobil Oil Corporation. . . . . .  $28,270  $30,690  $34,425
Continental Food Packaging, Inc.  $27,667  $26,831  $    --
Ford Motor Company . . . . . . .  $23,245  $32,915  $37,600
Tenneco Packaging Company. . . .  $    --  $32,153  $39,359
</TABLE>



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

     The  preparation  of  the financial statements in conformity with generally
accepted  accounting  principles  requires  the use of estimates and assumptions
that  affect  the  amounts reported in the financial statements and accompanying
notes.  Actual  results  could  differ  from  those  estimates.


Equipment  on  Lease
--------------------

     All  equipment  was  acquired  from  EFG,  one  of  its  Affiliates or from
third-party  sellers.  Equipment  Cost  means  the  actual  cost  paid  by  the
Partnership  to  acquire  the  equipment,  including  acquisition  fees.  Where
equipment  was  acquired  from  EFG or an Affiliate, Equipment Cost reflects the
actual  price  paid  for  the  equipment by EFG or the Affiliate plus all actual
costs  incurred  by EFG or the Affiliate while carrying the equipment, including
all  liens and encumbrances, less the amount of all primary term rents earned by
EFG  or  the  Affiliate prior to selling the equipment.  Where the seller of the
equipment was a third party, Equipment Cost reflects the seller's invoice price.

Depreciation
------------

     The  Partnership'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 Partnership 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 primary
lease  expiration.  To the extent that an asset is held beyond its primary lease
term,  the  Partnership  continues to depreciate the remaining net book value of
the  asset  on  a  straight-line basis over the asset's remaining economic life.
Periodically,  the General Partner evaluates the net carrying value of equipment
to  determine whether it exceeds estimated net realizable value.  Adjustments to
reduce the net carrying value of equipment are recorded in those instances where
estimated net realizable value is considered to be less than net carrying value.

     The  ultimate  realization  of  residual value for any type of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.

Remarketing  and  Maintenance  Expenses
---------------------------------------

     The  Partnership  expenses  storage  and  remarketing costs associated with
equipment  under  lease  as  incurred.

Generally,  the  costs  of  scheduled  inspections  and  repairs  and  routine
maintenance  for equipment under lease are the responsibility of the lessee.  In
certain  situations,  the  Partnership  may  be  responsible for reimbursing the
lessee  for  a  portion of such costs paid by the lessee prior to the redelivery
date  (i.e.,  the  expiration  of  the lease term) or may be entitled to receive
additional  payments from the lessee based on the terms and conditions set forth
in the lease arrangement which considers, among other things, the amount of time
remaining  until  the next scheduled maintenance event.  The Partnership records
the  amount  payable  or  receivable,  with  a corresponding charge or credit to
operations.

Allowance  for  Loan  Losses
----------------------------

     In  accordance  with  Statement  of Financial Accounting Standards No. 114,
"Accounting  by  Creditors  for  Impairment  of  a  Loan"  ("SFAS No. 114"), the
Partnership  periodically  evaluates  the  collectibility  of  the  its  loans'
contractual  principal  and  interest  and  the  existence  of  loan  impairment
indicators,  including  contemporaneous  economic  conditions,  situations which
could affect the borrower's ability to repay its obligation, the estimated value
of  the  underlying  collateral, and other relevant factors.  Real estate values
are  discounted  using  a  present value methodology over the period between the
financial reporting date and the estimated disposition date of each property.  A
loan is considered to be impaired when, based on current information and events,
it  is  probable  that the Partnership will be unable to collect all amounts due
according  to  the  contractual terms of the loan agreement, which includes both
principal  and  interest.  A  provision  for  loan losses is charged to earnings
based on the judgment of the Partnership's management of the amount necessary to
maintain  the  allowance  for loan losses at a level adequate to absorb probable
losses.

Accrued  Liabilities  -  Affiliate
----------------------------------

     In  accordance  with  Statement  of Financial Accounting Standards No. 114,
"Accounting  by  Creditors  for  Impairment  of  a  Loan"  ("SFAS No. 114"), the
Partnership  periodically evaluates the collectibility of its loan's contractual
principal  and  interest  and  the  existence  of  loan  impairment  indicators,
including contemporaneous economic conditions, situations which could affect the
borrower's  ability  to  repay  its  obligation,  the  estimated  value  of  the
underlying  collateral,  and  other  relevant  factors.  Real  estate values are
discounted  using  a  present  value  methodology  over  the  period between the
financial reporting date and the estimated disposition date of each property.  A
loan is considered to be impaired when, based on current information and events,
it  is  probable  that the Partnership will be unable to collect all amounts due
according  to  the  contractual terms of the loan agreement, which includes both
principal  and  interest.  A  provision  for  loan losses is charged to earnings
based on the judgment of the Partnership's management of the amount necessary to
maintain  the  allowance  for loan losses at a level adequate to absorb probable
losses.

Impairment  of  Long-Lived  Assets
----------------------------------
     The  carrying  value of long-lived assets, including equipment and the real
estate  loan,  will  be  reviewed  for  impairment whenever events or changes in
circumstances  indicate  that  the  recorded  value  cannot  be  recovered  from
undiscounted  future  cash  flows.
Contingencies
-------------

     It  is  the  Partnership's  policy  to  recognize a liability for goods and
services  during  the  period  when  the goods or services are received.  To the
extent  that  the  Partnership  has  a contingent liability, meaning generally a
liability  the payment of which is subject to the outcome of a future event, the
Partnership  recognizes  a  liability  in accordance with Statement of Financial
Accounting  Standards No. 5 "Accounting for Contingencies" ("SFAS No. 5").  SFAS
No.  5  requires  the  recognition  of contingent liabilities when the amount of
liability  can  be  reasonably  estimated  and  the  liability  is  probable.

     The Partnership is a Nominal Defendant in a Class Action Lawsuit.  In 1998,
a settlement proposal to resolve that litigation was negotiated.  After a status
conference,  on  June  4,  2001  the court set a trial date of March 4, 2002 and
referred  the  case  to  mediation  and  to a magistrate judge (See Note 8). The
Defendant's  and  Plaintiff's  Counsel  have  continued  to  negotiate  toward a
settlement  and  have  reached agreement as to its principal business terms.  As
part  of  the  settlement,  EFG has agreed to buy the loans made by the Exchange
Partnerships  to  Echelon  Residential  Holdings for an aggregate of $32 million
plus  interest  at  7.5%  per annum, if they are not repaid prior to or at their
scheduled  maturity  date.  Upon  completion of a stipulation of settlement, the
parties will submit the settlement to the court for approval.  The Partnership's
estimated  exposure  for  costs  anticipated  to  be  incurred  in  pursuing the
settlement  proposal  is  approximately $388,000 consisting principally of legal
fees  and  other  professional  service  costs.  These  costs are expected to be
incurred  regardless  of  whether the proposed settlement ultimately is effected
and,  therefore, the Partnership expensed approximately $297,000 for these costs
in  1998  following  the  Court's  approval  of  the  settlement plan.  The cost
estimate is subject to change and is monitored by the General Partner based upon
the progress of the litigation and other pertinent information. As a result, the
Partnership expensed additional amounts of approximately $41,000 and $50,000 for
such  costs  in  2000 and 1999, respectively.  See notes 8 and 10 for additional
discussions.

     The  Investment Company Act of 1940 (the "1940 Act") places restrictions on
the  capital  structure  and  business  activities  of  companies  registered
thereunder.  The  Partnership  has  active  business operations in the financial
services  industry, including equipment leasing, the loan to Echelon Residential
Holdings  and  its  ownership of securities of Semele.  The Partnership does not
intend to engage in investment activities in a manner or to an extent that would
require the Partnership to register as an investment company under the 1940 Act.
However,  it  is  possible that the Partnership may unintentionally engage in an
activity  or  activities  that  may be construed to fall within the scope of the
1940  Act.  The  General Partner is engaged in discussions with the staff of the
Securities  and  Exchange  Commission  ("SEC")  regarding  whether  or  not  the
Partnership  may  be  an  inadvertent investment company as a consequence of the
above-referenced  loan. If the Partnership were determined to be an unregistered
investment company, its business would be adversely affected.The 1940 Act, among
other  things,  prohibits  an  unregistered  investment  company  from  offering
securities  for  sale  or  engaging  in any business in interstate commerce and,
consequently,  leases  and  contracts  entered  into  by  partnerships  that are
unregistered  investment  companies  may  be  voidable.  The General Partner has
consulted  counsel  and  believes  that  the  Partnership  is  not an investment
company.  The  General  Partner  has  determined  to  take action to resolve the
Partnership's  status  under the 1940 Act by means that may include disposing or
acquiring  certain  assets  that  it  might  not  otherwise  dispose or acquire.

Allocation  of  Profits  and  Losses
------------------------------------

     For  financial  statement purposes, net income or loss is allocated to each
Partner  according  to  their  respective  ownership  percentages  (95%  to  the
Recognized  Owners  and  5%  to  the  General  Partner).  See  Note 7 concerning
allocation  of  income  or  loss  for  income  tax  purposes.

Net  Income  (Loss)  and  Cash  Distributions  Per  Unit
--------------------------------------------------------

     Net  income  (loss)  and  cash  distributions per Unit are based on 480,227
Units  outstanding  during  each of the three years in the period ended December
31,  2000 and computed after allocation of the General Partner's 5% share of net
income  (loss)  and  cash  distributions.

Provision  for  Income  Taxes
-----------------------------

     No  provision  or benefit from income taxes is included in the accompanying
financial  statements.  The  Partners  are  responsible  for  reporting  their
proportionate  shares  of the Partnership's taxable income or loss and other tax
attributes  on  their  separate  tax  returns.

NOTE  3  -  EQUIPMENT
---------------------

     The  following  is  a  summary  of  equipment  owned  by the Partnership at
December 31, 2000.  Remaining Lease Term (Months), as used below, represents the
number  of  months remaining from December 31, 2000 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.  In  the  opinion  of  EFG, the acquisition cost of the equipment did not
exceed  its  fair  market  value.
<TABLE>
<CAPTION>

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

Materials handling                                    0-12  $  326,159  MI/MN/NE/NY/OH/WA
Trailers/intermodal containers                         6-7     323,542  GA
Research and test                                        0     105,805  CA
Manufacturing                                           31      95,460  NJ
Communications                                           0      80,063  CA
Motor vehicles                                          31      64,367  NJ
Tractors and heavy duty trucks                          31      46,921  NJ
Construction and mining                                  4      31,282  AL
Computer and peripherals                                 0       1,146  TX
                                                            ----------
   Total equipment cost . . . . . . . . . . .            -   1,074,745
   Accumulated depreciation        .                     -   1,003,736
                                                            ----------
   Equipment, net of accumulated depreciation            -  $   71,009
                                                            ==========
</TABLE>



     In  certain  cases,  the  cost  of the Partnership's equipment represents a
proportionate  ownership  interest.  The remaining interests are owned by EFG or
an  affiliated  equipment leasing program sponsored by EFG.  The Partnership and
each  affiliate individually report, in proportion to their respective ownership
interests,  their  respective  shares  of  assets,  liabilities,  revenues,  and
expenses  associated  with  the  equipment.  Proportionate  equipment  ownership
enabled  the  Partnership  to  further  diversify  its  equipment  portfolio  at
inception by participating in the ownership of selected assets, thereby reducing
the general levels of risk which could have resulted from a concentration in any
single  equipment  type,  industry  or  lessee.  At  December  31,  2000,  the
Partnership's  equipment  portfolio  included  equipment  having a proportionate
original cost of approximately $106,000, representing approximately 10% of total
equipment  cost.

     Generally,  the  costs  associated with maintaining, insuring and operating
the  Partnership's  equipment are incurred by the respective lessees pursuant to
terms  specified  in  their  individual  lease  agreements with the Partnership.

     As  equipment  is  sold  to  third  parties,  or otherwise disposed of, the
Partnership  recognizes  a  gain or loss equal to the difference between the net
book  value of the equipment at the time of sale or disposition and the proceeds
realized  upon  sale  or  disposition.  The  ultimate  realization  of estimated
residual  value  in  the  equipment is dependent upon, among other things, EFG's
ability  to  maximize proceeds from selling or re-leasing the equipment upon the
expiration  of  the  lease  terms.  The summary above includes fully depreciated
equipment  held  for  re-lease  or  sale  with an original cost of approximately
$158,000 at December 31, 2000.  The General Partner is actively seeking the sale
or  re-lease  of  all  equipment  not  on  lease.

NOTE  5  -  LOAN  RECEIVABLE
----------------------------
     On  March  8,  2000,  the  Partnership  and 10 affiliated partnerships (the
''Exchange  Partnerships'')  collectively  loaned  $32  million  to  Echelon
Residential  Holdings,  a  newly formed real estate company. Echelon Residential
Holdings is owned by several investors, including James A. Coyne, Executive Vice
President  of  EFG.  Mr.  Coyne,  in his individual capacity, is the only equity
investor  in  Echelon  Residential Holdings related to EFG. In addition, certain
affiliates  of the General Partner made loans to Echelon Residential Holdings in
their  individual  capacities.  Echelon  Residential  Holdings,  through  its
wholly-owned subsidiary (Echelon Residential LLC), used the loan proceeds, along
with  the loan proceeds from the other Exchange Partnerships, to acquire various
real  estate  assets  from  Echelon  International  Corporation,  an  unrelated
Florida-based  real  estate  company.
In  the  Class  Action Lawsuit, there is a risk that the court may object to the
General  Partner's  action  in  structuring  the  loan in this way since the EFG
officer may be deemed an affiliate and the loans in violation of the prohibition
against  loans  to  affiliates and the court's statement in its order permitting
New  Investments  that  all  other  provisions  of  the  Partnership  Agreements
governing the investment objectives and policies of the Partnership shall remain
in full force and effect.  The court may require the partnerships to restructure
or  divest  the  loan.
The  Partnership's  loan  is $2,730,000. Echelon Residential Holdings, through a
wholly  owned  subsidiary  (Echelon  Residential LLC), used the loan proceeds to
acquire  various  real  estate  assets from Echelon International Corporation, a
Florida-based real estate company. The loan has a term of 30 months, maturing on
September 8, 2002 and an annual interest rate of 14% for the first 24 months and
18%  for  the  final  six  months. Interest accrues and compounds monthly and is
payable  at  maturity.  During the year ended December 31, 2000, the Partnership
recognized $334,565 of interest income related to this loan.  In connection with
the transaction, Echelon Residential Holdings has pledged a security interest in
all  of  its  right,  title  and  interest in and to its membership interests in
Echelon  Residential  LLC  to  the  Exchange Partnerships as collateral. Echelon
Residential  Holdings  has  no  material  business  interests  other  than those
connected  with  the  real  estate  properties owned by Echelon Residential LLC.
     The summarized financial information for Echelon Residential Holdings as of
December  31, 2000 and for the period March 8, 2000 (commencement of operations)
through  December  31,  2000  is  as  follows:
<TABLE>
<CAPTION>

<S>                                      <C>
 Total assets  .. . . . . . . . . . . .  $68,580,891
 Total liabilities  . . . . . . . . . .  $70,183,162
 Minority interest  . . . . . . . . . .  $ 2,257,367
 Total deficit   .. . . . . . . . . . .  $(3,859,638)

 Total revenues  .. . . . . . . . . . .  $ 5,230,212
 Total expenses, minority interest
   and equity in loss of unconsolidated
   joint venture. . . . . . . . . . . .  $11,936,238
 Net loss  .. . . . . . . . . . . . . .  $(6,706,026)
</TABLE>



     See Note 10, Subsequent Events, for discussion of an impairment recorded by
the  Partnership  of  the loan receivable and related interest receivable during
the  second  quarter  of  2001.


NOTE  6  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

     All  operating  expenses  incurred  by  the  Partnership are paid by EFG on
behalf  of  the  Partnership  and  EFG is reimbursed at its actual cost for such
expenditures.  Fees and other costs incurred during the years ended December 31,
2000, 1999 and 1998, which were paid or accrued by the Partnership to EFG or its
Affiliates,  are  as  follows:
<TABLE>
<CAPTION>

<S>                              <C>       <C>       <C>
                                     2000      1999      1998
                                 --------  --------  --------

Equipment management fees . . .  $  7,482  $  9,848  $ 13,512
Administrative charges. . . . .    92,781   101,381    61,764
Reimbursable operating expenses
 due to third parties
                                  110,181   158,780   390,029
                                 --------  --------  --------
 Total. . . . . . . . . . . . .  $210,444  $270,009  $465,305
                                 ========  ========  ========
</TABLE>



     As provided under the terms of the Management Agreement, EFG is compensated
for  its  services  to  the  Partnership.  Such services include acquisition and
management  of  equipment.  For  acquisition services, EFG was compensated by an
amount  equal  to  2.23%  of  Equipment Base Price paid by the Partnership.  For
management  services,  EFG  is  compensated  by  an  amount equal to 5% of gross
operating  lease rental revenue and 2% of gross full payout lease rental revenue
received  by  the Partnership.  Both acquisition and management fees are subject
to  certain  limitations  defined  in  the  Management  Agreement.

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

     All equipment was acquired from EFG, one of its affiliates, including other
equipment  leasing  programs sponsored by EFG, or from third-party sellers.  The
Partnership's  Purchase  Price was determined by the method described in Note 3,
Equipment  on  Lease.

     All rents and proceeds from the sale of equipment are paid directly to EFG.
EFG  temporarily  deposits collected funds in a separate interest-bearing escrow
account  prior  to  remittance  to  the  Partnership.  At December 31, 2000, the
Partnership  was  owed  $12,809  by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Partnership  in  January  2001.

Certain  affiliates  of  the  General  Partner  own  Units in the Partnership as
follows:
<TABLE>
<CAPTION>

<S>                                       <C>          <C>
                                          Number of    Percent of Total
Affiliate                                 Units Owned  Outstanding Units

Atlantic Acquisition Limited Partnership       20,888               4.35%
----------------------------------------  -----------  ------------------

Old North Capital Limited Partnership           1,000               0.21%
----------------------------------------  -----------  ------------------
</TABLE>


          Atlantic  Acquisition  Limited  Partnership  ("AALP")  and  Old  North
Capital  Limited Partnership ("ONC") are both Massachusetts limited partnerships
formed  in  1995. The general partners of AALP and ONC are controlled by Gary D.
Engle. EFG owns limited partnership interests, representing substantially all of
the  economic  benefit, of AALP and the limited partnership interests of ONC are
owned  by Semele. Gary D. Engle is Chairman and CEO of Semele and  President and
Chief  Executive  Officer  of  EFG  and  sole  shareholder and Director of EFG's
general  partner.

NOTE  7  -  INCOME  TAXES
-------------------------

     The  Partnership  is  not a taxable entity for federal income tax purposes.
Accordingly,  no provision for income taxes has been recorded in the accounts of
the  Partnership.

     For  financial  statement purposes, the Partnership allocates net income or
loss  to  each  class  of  partner  according  to  their  respective  ownership
percentages  (95% to the Recognized Owners and 5% to the General Partner).  This
convention  differs  from  the income or loss allocation requirements for income
tax  and  Dissolution Event purposes as delineated in the Restated Agreement, as
amended.  For  income  tax purposes, the Partnership allocates net income or net
loss  in  accordance  with  the  provisions  of  such  agreement.  The  Restated
Agreement,  as  amended,  requires that upon dissolution of the Partnership, the
General  Partner  will  be  required  to contribute to the Partnership an amount
equal  to  any  negative  balance  which  may exist in the General Partner's tax
capital  account.  At  December 31, 2000, the General Partner had a positive tax
capital  account  balance.

     The  following  is  a reconciliation between net (loss) income reported for
financial  statement  and  federal  income  tax reporting purposes for the years
ended  December  31,  2000,  1999  and  1998:
<TABLE>
<CAPTION>

<S>                                    <C>       <C>       <C>
                                           2000      1999      1998
                                       --------  --------  ---------

Net (loss) income . . . . . . . . . .  $373,741  $296,465  $575,168

 Financial statement depreciation in
           excess of tax depreciation    25,666    25,906    42,853
 Deferred rental income . . . . . . .        --        --      (440)
 Other. . . . . . . . . . . . . . . .     5,490    46,380   201,840
                                       --------  --------  ---------

Net income for federal income tax
 reporting purposes . . . . . . . . .  $404,897  $368,751  $819,421
                                       ========  ========  =========
</TABLE>



     The  principal component of "Other" consists of the differences between the
tax  and  financial  statement  gain  or  loss  on  equipment  disposals.

     The  following  is  a reconciliation between Partners' Capital reported for
financial  statement  and  federal  income  tax reporting purposes for the years
ended  December  31,  2000  and  1999:
<TABLE>
<CAPTION>

<S>                                                          <C>          <C>
                                                                   2000         1999
                                                             -----------  -----------

Partners' capital . . . . . . . . . . . . . . . . . . . . .  $4,154,128   $3,780,387
     Add back selling commissions and organization
      and offering costs. . . . . . . . . . . . . . . . . .   1,345,638    1,345,638
     Cumulative difference between federal income tax
      and financial statement (loss) income . . . . . . . .     (55,560)     (86,716)
                                                             -----------  -----------
Partners' capital for federal income tax reporting purposes  $5,444,206   $5,039,309
                                                             ===========  ===========
</TABLE>



     Cumulative  difference  between  federal income tax and financial statement
(loss)  income  represent  timing  differences.

NOTE  8  -  LEGAL  PROCEEDINGS
------------------------------

     In  January  1998,  certain plaintiffs (the "Plaintiffs") filed a class and
derivative  action, captioned Leonard Rosenblum, et al. v. Equis Financial Group
                              --------------------------------------------------
Limited  Partnership,  et  al.,  in  the  United  States  District Court for the
-----------------------------
Southern  District  of  Florida  (the  "Court") on behalf of a proposed class of
-------
investors  in  28  equipment  leasing  programs  sponsored by EFG, including the
----
Partnership  (collectively,  the "Nominal Defendants"), against EFG and a number
----
of  its  affiliates, including the General Partner, as defendants (collectively,
the  "Defendants").  Certain  of  the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned Leonard Rosenblum, et al. v. Equis
-                                             ----------------------------------
Financial  Group  Limited  Partnership,  et  al.,  in  the Superior Court of the
-----------------------------------------------
Commonwealth  of  Massachusetts  on behalf of the Nominal Defendants against the
------
Defendants.  Both  actions  are  referred  to  herein collectively as the "Class
--
Action  Lawsuit".
--

     The  Plaintiffs  have  asserted,  among  other  things,  claims against the
Defendants  on behalf of the Nominal Defendants for violations of the Securities
Exchange  Act of 1934, common law fraud, breach of contract, breach of fiduciary
duty,  and violations of the partnership or trust agreements that govern each of
the  Nominal Defendants.  The Defendants have denied, and continue to deny, that
any  of  them  have  committed  or threatened to commit any violations of law or
breached  any  fiduciary  duties  to  the  Plaintiffs or the Nominal Defendants.

     On  July 16, 1998, counsel for the Defendants and the Plaintiffs executed a
Stipulation  of Settlement setting forth terms pursuant to which a settlement of
the  Class  Action  Lawsuit  was  intended to be achieved and which, among other
things, was at the time expected to reduce the burdens and expenses attendant to
continuing litigation.  The Stipulation of Settlement was preliminarily approved
by  the  Court on August 20, 1998 when the Court issued its "Order Preliminarily
Approving  Settlement,  Conditionally  Certifying Settlement Class and Providing
for Notice of, and Hearing on, the Proposed Settlement" (the "August 20 Order").

     On  March  12,  1999, counsel for the Plaintiffs and the Defendants entered
into  an amended stipulation of settlement (the "Amended Stipulation") which was
filed  with  the  Court  on  March  12,  1999.  The  Amended  Stipulation  was
preliminarily  approved  by  the  Court  by  its  "Modified  Order Preliminarily
Approving  Settlement,  Conditionally  Certifying Settlement Class and Providing
For  Notice  of,  and  Hearing On, the Proposed Settlement" dated March 22, 1999
(the  "March  22  Order").  The Amended Stipulation, among other things, divided
the  Class  Action  Lawsuit  into two separate sub-classes that could be settled
individually.  On  May  26,  1999,  the Court issued an Order and Final Judgment
approving  settlement  of  one  of  the  sub-classes.  Settlement  of the second
sub-class,  involving  the  Partnership  and  10  affiliated  partnerships
(collectively referred to as the "Exchange Partnerships"), remained pending due,
in  part, to the complexity of the proposed settlement pertaining to this class.

     In  February  2000,  counsel  for the Plaintiffs and the Defendants entered
into  a  second  amended  stipulation  of  settlement  (the  "Second  Amended
Stipulation")  which  modified  certain of the settlement terms contained in the
Amended  Stipulation.  The Second Amended Stipulation was preliminarily approved
by  the  Court by its "Second Modified Order Preliminarily Approving Settlement,
Conditionally  Certifying  Settlement  Class  and  Providing  For Notice of, and
Hearing  On,  the  Proposed  Settlement"  dated  March  6, 2000 (the "March 2000
Order").  Prior  to issuing a final order approving the settlement of the second
sub-class involving the Partnership, the Court will hold a fairness hearing that
will  be  open  to  all interested parties and permit any party to object to the
settlement.  The  investors of the Partnership and all other plaintiff sub-class
members  will  receive a Notice of Settlement and other information pertinent to
the  settlement  of  their  claims that will be mailed to them in advance of the
fairness  hearing.

     The settlement of the second sub-class was premised on the consolidation of
the  Exchange Partnerships' net assets (the "Consolidation"), subject to certain
conditions,  into  a  single  successor  company  ("Newco").  Under the proposed
Consolidation,  the  partners  of  the  Exchange Partnerships would receive both
common  stock  in  Newco  and  a  cash  distribution; and thereupon the Exchange
Partnerships  would  be  dissolved.  In  addition,  EFG would contribute certain
management  contracts, operations personnel, and business opportunities to Newco
and  cancel  its  current  management  contracts  with  all  of  the  Exchange
Partnerships.  Newco  would  operate  principally as a finance company and would
use its best efforts to list its shares on the NASDAQ National Market or another
national  exchange or market as soon after the Consolidation as Newco deems that
market  conditions  and  its  business  operations  are suitable for listing its
shares  and  Newco  has  satisfied  all  necessary  regulatory  and  listing
requirements.  The  potential benefits and risks of the Consolidation were to be
presented  in  a  Solicitation  Statement  that  would  be  mailed to all of the
partners  of  the  Exchange  Partnerships  as  soon as the associated regulatory
review process was completed and at least 60 days prior to the fairness hearing.
A  preliminary Solicitation Statement was filed with the Securities and Exchange
Commission  on  August  24,  1998.

     One  of  the  principal  objectives  of  the  Consolidation was to create a
company  that would have the potential to generate more value for the benefit of
existing  limited  partners  than  other  alternatives, including continuing the
Partnership's customary business operations until all of its assets are disposed
in  the  ordinary  course  of  business.  To  facilitate the realization of this
objective, the Amended Stipulation provided, among other things, that commencing
March 22, 1999, the Exchange Partnerships could collectively invest up to 40% of
the  total aggregate net asset values of all of the Exchange Partnerships in any
investment,  including  additional  equipment and other business activities that
the general partners of the Exchange Partnerships and EFG reasonably believed to
be  consistent  with the anticipated business interests and objectives of Newco,
subject  to  certain  limitations.  The  Second Amended Stipulation, among other
things, quantified the 40% limitation using a whole dollar amount of $32 million
in  the  aggregate.

     On March 8, 2000, the Exchange Partnerships collectively made a $32 million
loan  as permitted by the Second Amended Stipulation approved by the Court.  The
Partnership's portion of the aggregate loan is $2,730,000.  The loan consists of
a  term loan to Echelon Residential Holdings, a newly-formed real estate company
that  is owned by several independent investors and, in his individual capacity,
James A. Coyne, Executive Vice President of EFG. In addition, certain affiliates
of  the  General  Partner  made  loans  to Echelon Residential Holdings in their
individual  capacities.  Echelon  Residential  Holdings,  through a wholly-owned
subsidiary,  (Echelon  Residential  LLC), used the loan proceeds, along with the
loan proceeds from similar loans by ten affiliated partnerships representing $32
million  in  the  aggregate,  to acquire various real estate assets from Echelon
International  Corporation, an unrelated Florida-based real estate company.  The
loan has a term of 30 months maturing on September 8, 2002 and bears interest at
the  annual rate of 14% for the first 24 months and 18% for the final six months
of  the  term.  Interest  accrues and compounds monthly but is not payable until
maturity.  Echelon  Residential Holdings has pledged its membership interests in
Echelon Residential LLC to the Exchange Partnerships as collateral for the loan.

     In  the  absence  of the Court's authorization to enter into new investment
activities,  the  Partnership's Restated Agreement, as amended, would not permit
such  activities  without  the approval of limited partners owning a majority of
the  Partnership's  outstanding Units.  Consistent with the Amended Stipulation,
the  Second  Amended Stipulation provides terms for unwinding any new investment
transactions  in  the  event  that  the  Consolidation  is  not  effected or the
Partnership  objects  to  its  participation  in  the  Consolidation.

     The  Second Amended Stipulation, as well as the Amended Stipulation and the
original  Stipulation  of  Settlement, prescribe certain conditions necessary to
effect  a  final  settlement,  including  providing the partners of the Exchange
Partnerships  with  the  opportunity  to  object  to  the participation of their
partnership  in  the  Consolidation.  Assuming  the  proposed  settlement  were
effected  according  to  its  terms,  the  Partnership's share of legal fees and
expenses related to the Class Action Lawsuit and the Consolidation was estimated
to  be  approximately  $388,000,  of  which  approximately  $41,000, $50,000 and
$297,000  was  expensed by the Partnership in 2000, 1999 and 1998, respectively.

     While the Court's August 20 Order enjoined certain class members, including
all  of  the partners of the Partnership, from transferring, selling, assigning,
giving, pledging, hypothecating, or otherwise disposing of any Units pending the
Court's  final  determination  of whether the settlement should be approved, the
March  22 Order permitted the partners to transfer Units to family members or as
a result of the divorce, disability or death of the partner.  No other transfers
are  permitted pending the Court's final determination of whether the settlement
should  be  approved.  The  provision  of the August 20 Order which enjoined the
General  Partners  of  the  Exchange  Partnerships  from,  among  other  things,
recording  any  transfers  not  in  accordance  with  the  Court's order remains
effective.

     On  March 12, 2001, after a status conference and hearing, the Court issued
an  order  that  required the parties, no later than May 15, 2001, to advise the
Court  on  (a)  whether  the  SEC  has  completed its review of the solicitation
statement  and  related  materials  submitted  to the SEC in connection with the
proposed  settlement,  and  (b)  whether parties request the Court to schedule a
hearing  for  final  approval  of the proposed settlement or are withdrawing the
proposed  settlement  from judicial consideration and resuming the litigation of
the  Plaintiffs'  claims.  The Court also directed the parties to use their best
efforts  to  assist the SEC so that its regulatory review may be completed on or
before  May 15, 2001.  The Court continued the Final Approval Settlement Hearing
until  a  date  to be scheduled in July 2001 after receipt from the parties of a
request to schedule a hearing.  Subsequently, after the parties had responded to
the  court's  order and had participated in a status conference on May 31, 2001,
the court issued an order on June 4, 2001 setting a trial date of March 4, 2002,
referring  the  case to mediation and referring discovery to a magistrate judge.
The  Defendant's  and  Plaintiff's  Counsel have continued to negotiate toward a
settlement  and  have  reached agreement as to its principal business terms.  As
part  of  the  settlement,  EFG has agreed to buy the loans made by the Exchange
Partnerships  to  Echelon  Residential  Holdings for an aggregate of $32 million
plus  interest  at  7.5%  per annum, if they are not repaid prior to or at their
scheduled  maturity  date.  Upon  completion of a stipulation of settlement, the
parties  will  submit  the  settlement  to the court for approval.  See Note 10,
Subsequent  Events,  for  an  update  of  the  status  of  proceedings.

NOTE  9  -  QUARTERLY  RESULTS  OF  OPERATIONS  (Unaudited)
-----------------------------------------------------------

     The  following  is a summary of the quarterly results of operations for the
years  ended  December  31,  2000  and  1999:


                                        Three Months Ended

<TABLE>
<CAPTION>

                             March 31,   June 30,    September 30,    December 31,     Total
                             ----------  ---------  ---------------  --------------  ----------
<S>                          <C>         <C>        <C>              <C>             <C>
                                   2000
                             ----------
(As Restated)
Total lease revenue . . . .  $   51,065  $  51,772  $       45,424   $      51,032   $ 199,293
Net income (loss) . . . . .      66,960    116,849          66,605         123,327     373,741
Net income (loss) per
  limited partnership unit.        0.13       0.23            0.13            0.24        0.73

                                   2000
                             ----------
(As Previously Reported)
Total lease revenue . . . .  $   51,065  $  51,772  $       45,424   $      51,032   $ 199,293
Net income (loss) . . . . .      38,809      3,350         (80,993)       (129,207)   (168,041)
Net income (loss) per
  limited partnership unit.        0.07       0.01           (0.16)          (0.25)      (0.33)

                                   1999
                             ----------
Total lease revenue          $   63,859  $  67,308  $       53,406   $      63,245   $ 247,818
Net income. . . . . . . . .      57,698    145,738          74,961          18,068     296,465
Net income per
  limited partnership unit.        0.11       0.29            0.15            0.04        0.59
</TABLE>




NOTE  10  -  SUBSEQUENT  EVENTS
-------------------------------

Legal  Proceedings
------------------

     On  May 11, 2001, the general partners of the Partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(C) of the 1940 Act.  The SEC
staff noted that Section 7 of the 1940 Act makes it unlawful for an unregistered
investment company, among other things, to offer, sell, purchase, or acquire any
security or engage in any business in interstate commerce.  Accordingly, Section
7 would prohibit any partnership that is an unregistered investment company from
engaging  in  any  business in interstate commerce, except transactions that are
merely  incidental  to  its  dissolution.  The  SEC staff asked that the general
partners  advise  them  within  the next 30 days as to what steps the Designated
Partnerships  will  take  to  address  their status under the 1940 Act.  The SEC
staff  asserts  that  the  notes  evidencing  the  loans  to Echelon Residential
Holdings  are  investment  securities  and  the  ownership  of the notes by said
partnerships  cause  them  to  be  investment companies and that, in the case of
American  Income  Partners  V-A Limited Partnership and V-B Limited Partnership,
they  may  have  become  investment  companies  when  they  received  the Semele
securities  as  part  of  the compensation for the sale of a vessel to Semele in
1997.  The  general  partners have consulted with counsel who specializes in the
1940  Act  and,  based  on  counsel's advice, do not believe that the Designated
Partnerships  are  investment  companies.

     The letter also stated that the Division is considering whether to commence
enforcement  action with respect to this matter.  Noting that the parties to the
Class  Action  Lawsuit  were  scheduled  to  appear before the court in the near
future  to  consider a proposed settlement, and that the SEC staff believed that
its views, as expressed in the letter, would be relevant to the specific matters
that will be considered by the court at the hearing, the SEC staff submitted the
letter  to  the  court  for  its  consideration.

     On  May  15,  2001,  Defendants'  Counsel  filed with the court Defendants'
Status Report pursuant to the court's March 12, 2001 Order.  Defendants reported
that,  notwithstanding  the  parties' best efforts, the staff of the SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the  proposed settlement. In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

     The  Defendants  also  referred  to  the SEC staff's letter of May 10, 2001
asserting  that  certain  of  the  partnerships  are investment companies and to
special  1940  Act  counsel's  submissions  to  the  SEC staff setting forth the
reasons  why  the 1940 Act does not apply to the Designated Partnerships, noting
that  counsel  had  informed  the staff of the Division of Investment Management
that,  based  upon  counsel's understanding of the surrounding circumstances and
after  an  in-depth  analysis  of the applicable law, if asked, counsel would be
willing  to  issue  an  opinion  of the firm that none of the partnerships is an
investment  company under the 1940 Act.  The Defendants stated their belief that
the proposed settlement is still viable and in the best interests of the parties
and  that  final  approval  should be pursued.  The Defendants advised the court
that  they believe that if the court were to address the issue of whether or not
the  1940  Act  applies  to  the partnerships and the proposed consolidation, it
could  remove  the  major  obstacle to the settlement being finally consummated.
The  Defendants also requested that the court schedule a hearing to address on a
preliminary basis the objection to the proposed settlement raised in the staff's
May  10,  2001  letter.

     Plaintiffs' Counsel also submitted a Plaintiffs' Status Report to the court
on  May  15,  2001  in  which  they  reported  that  the SEC review has not been
concluded  and  that  they  notified the Defendants that they would not agree to
continue  to  stay  the  further  prosecution  of the litigation in favor of the
settlement  and  that  they  intend to seek court approval to immediately resume
active  prosecution of the claims of the Plaintiffs.  Plaintiffs' Counsel stated
in  the Report that the "[p]laintiffs continue to believe that the settlement is
in  the  best  interests of the Operating Partnership Sub-class.  However, since
the  SEC  has  yet  to  complete  its review of the proxy, the Plaintiffs do not
believe  that  the  litigation  should continue to be stayed so that the SEC may
continue  its  regulatory  review for an indefinite period of time."  Plaintiffs
requested  a  pre-trial  conference to schedule filing of Plaintiffs' motion for
class certification on or before May 29, 2001 and resumption of merits discovery
and  discovery related to the class certification motion.  Subsequently, after a
status  conference  on  May  31, 2001, the court issued an order on June 4, 2001
setting  a  trial  date  of  March  4,  2002, referred the case to mediation and
referred  discovery  to  a  magistrate  judge.  The  Defendant's and Plaintiff's
Counsel  have  continued  to  negotiate  toward  a  settlement  and have reached
agreement  as  to  its principal business terms.  As part of the settlement, EFG
has  agreed  to  buy  the  loans  made  by  the Exchange Partnerships to Echelon
Residential  Holdings  for an aggregate of $32 million plus interest at 7.5% per
annum,  if  they  are  not  repaid prior to or at their scheduled maturity date.
Upon  completion  of  a  stipulation  of settlement, the parties will submit the
settlement  to  the  court  for  approval.

     There  can be no assurance that a settlement of the sub-class involving the
Exchange  Partnerships  will  receive  final  Court  approval  and  be effected.
Notwithstanding  the failure to conclude the proposed settlement and the court's
order  setting  a  trial  date,  the  General  Partner  and  its  affiliates, in
consultation  with counsel, continue to strive for the settlement of the lawsuit
on  a  reasonable basis.  However, in the absence of a final settlement approved
by  the  Court,  the  Defendants  intend to defend vigorously against the claims
asserted  in  the  Class  Action  Lawsuit.  Neither  the General Partner nor its
affiliates  can  predict  with  any  degree  of certainty the cost of continuing
litigation  to  the  Partnership  or  the  ultimate  outcome.

Impairment  of  Loan  Receivable
--------------------------------

     The General Partner has determined that recoverability of the Partnership's
loan  receivable  from Echelon Residential Holdings, including accrued interest,
became impaired during the second quarter of 2001.  As a result, the Partnership
recorded  an  impairment  of  $238,875  at June 30, 2001, reflecting the General
Partner's  assessment of the amount of loss that is likely to be incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership reserved all accrued interest recorded on the loan through March 31,
2001,  or  $443,080,  and  has  ceased the accrual of future interest, effective
April  1,  2001.  The  write-down was precipitated principally by a slowing U.S.
economy  and  its effects on the real estate development industry.  The economic
outlook  for  the  properties  that  existed  when  the  loan  was  funded  has
deteriorated  and  inhibited  the  ability  of  Echelon  Residential  Holdings'
management  to secure low-cost sources of development capital, including but not
limited  to joint-venture or equity partners.  In response to these developments
and  lower  risk  tolerances  in  the  credit markets, the management of Echelon
Residential  Holdings  decided  in the second quarter of 2001 to concentrate its
prospective  development  activities  within the southeastern United States and,
therefore,  to  dispose  of  development  sites located elsewhere.  In May 2001,
Echelon  Residential  Holdings  closed  its  Texas-based development office; and
since  the beginning of 2001, the company has sold three of nine properties (two
in  July  2001  and  one  in October 2001).  As of November 2001, one additional
property  is  under  contract  to be sold, subject to due diligence that remains
pending. As a result of these developments, the General Partner does not believe
that  Echelon  Residential  Holdings  will  realize the profit levels originally
believed  to  be  achievable  from either selling these properties as a group or
developing  all  of  them  as  multi-family  residential  communities.





<PAGE>
                                       37

Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
--------------------------------------------------------------------------------
Financial  Disclosure.
----------------------

     None.

<PAGE>
PART  III

Item  10.  Directors  and  Executive  Officers  of  the  Partnership.
---------------------------------------------------------------------

     (a-b)  Identification  of  Directors  and  Executive  Officers

     The  Partnership  has  no Directors or Officers.  As indicated in Item 1 of
this  report,  AFG  Leasing  IV  Incorporated is the sole General Partner of the
Partnership.  Under  the  Restated Agreement, as amended, the General Partner is
solely  responsible  for  the  operation  of  the Partnership's properties.  The
Recognized  Owners  have  no  right  to  participate  in  the  control  of  the
Partnership's  operations,  but they do have certain voting rights, as described
in  Item  12  herein.  The names, titles and ages of the Directors and Executive
Officers  of  the  General  Partner  as  of  March  15,  2001  are  as  follows:


DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  GENERAL  PARTNER  (See  Item  13)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                 Name                    Title                   Age    Term
----------------------  ---------------------------------------  ---  ---------
<S>                     <C>                                      <C>  <C>
Geoffrey A. MacDonald   Chairman of EFG and President              .  Until a
 .                       and a Director of the General Partner     52  successor
 .                                                             .    .  is duly
Gary D. Engle           President and Chief Executive              .  elected
 .                       Officer of EFG and a                       .  and
 .                       Director of the General Partner           52  qualified

Michael J. Butterfield  Executive Vice President and Chief
 .                       Operating Officer of EFG and
 .                       Treasurer of the General Partner          41

Gail D. Ofgant          Senior Vice President, Lease Operations
 .                       of EFG and Senior Vice President of
 .                       the General Partner                       35
</TABLE>



     (c)  Identification  of  Certain  Significant  Persons

     None.

     (d)  Family  Relationship

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

(e)  Business  Experience

     Mr.  MacDonald,  age  52,  is Chairman of EFG and has been President of the
General  Partner  since  1988  and a Director of the General Partner since 1987.
Mr.  McDonald  was  a  co-founder  of EFG's predecessor, American Finance Group,
which  was  established  in  1980.  Mr.  MacDonald  is  a member of the Board of
Managers  of  Echelon Development Holdings LLC and President of American Finance
Group  Securities Corporation.  Prior to co-founding American Finance Group, Mr.
MacDonald  held  various  positions  in  the  equipment leasing industry and the
ethical  pharmaceutical  industry with Eli Lilly & Company.  Mr. MacDonald holds
an  M.B.A.  from  Boston  College  and  a  B.A.  degree  from  the University of
Massachusetts  (Amherst).

     Mr.  Engle,  age  52, is President and Chief Executive Officer of EFG, sole
shareholder  and  Director of its general partner, Equis Corporation, and a Vice
President  and  Director  of  several  of EFG's subsidiaries and affiliates. Mr.
Engle  has been a Director of the General Partner since 1990 and is President of
AFG  Realty  Corporation. Mr. Engle is also Chairman and Chief Executive Officer
of Semele Group Inc. ("Semele") and a member of the Board of Managers of Echelon
Development  Holdings  LLC.  Mr. Engle controls the general partners of Atlantic
Acquisition  Limited  Partnership  ("AALP")  and  Old  North  Capital  Limited
Partnership ("ONC"). Mr. Engle joined EFG in 1990 as an Executive Vice President
and  acquired  control  of EFG and its subsidiaries in December 1994.  Mr. Engle
co-founded  Cobb  Partners Development, Inc., a real estate and mortgage banking
company,  where  he  was  a principal from 1987 to 1989.  From 1980 to 1987, Mr.
Engle  was  Senior  Vice  President and Chief Financial Officer of Arvida Disney
Company,  a  large-scale community development organization 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. degree from Harvard
University  and  a  B.S.  degree from the University of Massachusetts (Amherst).

     Mr.  Butterfield,  age  41, is Executive Vice President and Chief Operating
Officer  of  EFG  and  has served as Vice President and Treasurer of the General
Partner since 1996.  Mr. Butterfield also serves as Vice President and Treasurer
of  subsidiaries  and affiliates of EFG. Mr. Butterfield is also Chief Financial
Officer  of  Semele  and  Vice  President,  Finance  and  Clerk of Equis/Echelon
Management Corporation, the manager of Echelon Residential LLC.  Mr. Butterfield
joined  EFG  in June 1992 and became a Vice President in 1996 and Executive Vice
President  and  Chief  Operating  Officer  in  2000.  Prior  to joining EFG, Mr.
Butterfield  was  an  audit  manager  with Ernst & Young LLP, which he joined in
1987.  Mr.  Butterfield  was  also  employed  in  public accounting and industry
positions in New Zealand and London (UK) 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.  Mr. Butterfield holds a Bachelor of Commerce
degree  from  the  University  of  Otago,  Dunedin,  New  Zealand.

     Ms.  Ofgant,  age 35, is Senior Vice President, Lease Operations of EFG and
has  served  as  Senior  Vice  President  of the General Partner since 1997. Ms.
Ofgant  is Senior Vice President and Assistant Clerk of Equis/Echelon Management
Corporation,  the  manager of Echelon Residential LLC.  Ms. Ofgant joined EFG in
July  1989  and  held  various positions with the company before becoming Senior
Vice  President in 1998.  From 1987 to 1989, Ms. Ofgant was employed by Security
Pacific  National Trust Company.  Ms. Ofgant holds a B.S. degree from Providence
College.

     (f)  Involvement  in  Certain  Legal  Proceedings

     None.

     (g)  Promoters  and  Control  Persons

     Not  applicable.

Item  11.  Executive  Compensation.
-----------------------------------

     (a)  Cash  Compensation

     Currently,  the  Partnership has no employees.  However, under the terms of
the  Restated  Agreement,  as  amended,  the Partnership is obligated to pay all
costs  of  personnel  employed  full  or part-time by the Partnership, including
officers  or  employees  of  the General Partner or its Affiliates.  There is no
plan  at  the  present  time  to  make  any officers or employees of the General
Partner or its Affiliates employees of the Partnership.  The Partnership has not
paid and does not propose to pay any options, warrants or rights to the officers
or  employees  of  the  General  Partner  or  its  Affiliates.

     (b)  Compensation  Pursuant  to  Plans

     None.

     (c)  Other  Compensation

     Although  the  Partnership  has  no  employees, as discussed in Item 11(a),
pursuant  to section 10.4 of the Restated Agreement, as amended, the Partnership
incurs  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 6 to the financial statements included in
Item  8,  herein.

     (d)     Stock  Options  and  Stock  Appreciation  Rights.

     Not  applicable.

     (e)     Long-Term  Incentive  Plan  Awards  Table.

     Not  applicable.

     (f)     Defined  Benefit  or  Actuarial  Plan  Disclosure.

     Not  applicable.

     (g)  Compensation  of  Directors

     None.

     (h)  Termination  of  Employment  and  Change  of  Control  Arrangement

     There  exists  no remuneration plan or arrangement with the General Partner
or its Affiliates which results or may result 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 has
no  outstanding  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 has
voting  rights  with  respect  to:
1.     Amendment  of  the  Restated  Agreement;

2.     Termination  of  the  Partnership;

3.     Removal  of  the  General  Partner;  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).

     No person or group is known by the General Partner to own beneficially more
than  5%  of  the  Partnership's 480,227 outstanding Units as of March 15, 2001.

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

Item  13.  Certain  Relationships  and  Related  Transactions.
--------------------------------------------------------------

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

     (a)  Transactions  with  Management  and  Others

     All  operating  expenses  incurred  by  the  Partnership are paid by EFG on
behalf  of  the  Partnership  and  EFG is reimbursed at its actual cost for such
expenditures.  Fees and other costs incurred during the years ended December 31,
2000, 1999 and 1998, which were paid or accrued by the Partnership to EFG or its
Affiliates,  are  as  follows:
<TABLE>
<CAPTION>

<S>                                                     <C>       <C>       <C>
                                                            2000      1999      1998
                                                        --------  --------  --------

Equipment management fees. . . . . . . . . . . . . . .  $  7,482  $  9,848  $ 13,512
Administrative charges . . . . . . . . . . . . . . . .    92,781   101,381    61,764
Reimbursable operating expenses
   due to third parties. . . . . . . . . . . . . . . .   110,181   158,780   390,029
                                                        --------  --------  --------

                                       Total         .  $210,444  $270,009  $465,305
                                                        ========  ========  ========
</TABLE>



     As provided under the terms of the Management Agreement, EFG is compensated
for  its  services  to  the  Partnership.  Such services include acquisition and
management  of  equipment.  For  acquisition  services, EFG is compensated by an
amount  equal  to  2.23%  of  Equipment Base Price paid by the Partnership.  For
management  services,  EFG  is  compensated  by  an  amount equal to 5% of gross
operating  lease rental revenue and 2% of gross full payout lease rental revenue
received  by  the Partnership.  Both acquisition and management fees are subject
to  certain  limitations  defined  in  the  Management  Agreement.

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

     All equipment was acquired from EFG, one of its affiliates, including other
equipment  leasing  programs  sponsored by EFG, or from third-party sellers. The
Partnership's  acquisition cost was determined by the method described in Note 3
to  the  financial  statements,  included  in  Item  8,  herein.

     All rents and proceeds from the sale of equipment are paid directly to EFG.
EFG  temporarily  deposits collected funds in a separate interest-bearing escrow
account  prior  to  remittance  to  the  Partnership.  At December 31, 2000, the
Partnership  was  owed  $12,809  by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Partnership  in  January  2001.

Certain  affiliates  of  the  General  Partner  own  Units in the Partnership as
follows:
<TABLE>
<CAPTION>

<S>                                       <C>          <C>
                                          Number of    Percent of Total
Affiliate                                 Units Owned  Outstanding Units

Atlantic Acquisition Limited Partnership       20,888               4.35%
----------------------------------------  -----------  ------------------

Old North Capital Limited Partnership           1,000               0.21%
----------------------------------------  -----------  ------------------
</TABLE>


     Atlantic  Acquisition  Limited  Partnership  ("AALP") and Old North Capital
Limited  Partnership  ("ONC") are both Massachusetts limited partnerships formed
in  1995.  The general partners of AALP and ONC are controlled by Gary D. Engle.
EFG  owns  limited  partnership interests, representing substantially all of the
economic benefit, of AALP and the limited partnership interests in ONC are owned
by  Semele.  Gary D. Engle is Chairman and CEO of Semele and President and Chief
Executive  Officer  of  EFG  and  sole shareholder and Director of EFG's general
partner.

     The  discussions  of the loan to Echelon Residential Holdings in Items 1(b)
and  1(c)  above  are  incorporated  herein  by  reference.

     (b)  Certain  Business  Relationships

     None.

     (c)  Indebtedness  of  Management  to  the  Partnership

     None.

     (d)  Transactions  with  Promoters

     Not  applicable.


<PAGE>
PART  IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-K.
--------------------------------------------------------------------------------

(a)   Documents  filed  as  part  of  this  report:

     (2)     Financial  Statement  Schedules:

          None  required.

     (3)     Exhibits:

          Except  as  set forth below, all Exhibits to Form 10-K/A, as set forth
in  Item  601  of  Regulation  S-K,  are  not  applicable.

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

Exhibit
Number
------

     2.1     Plaintiffs'  and  Defendants'  Joint  Motion  to  Modify  Order
Preliminarily  Approving  Settlement,  Conditionally Certifying Settlement Class
and  Providing  for Notice of, and Hearing on, the Proposed Settlement was filed
in the Registrant's Annual Report on Form 10-K/A for the year ended December 31,
1998  as  Exhibit  2.1  and  is  incorporated  herein  by  reference.

     2.2     Plaintiffs'  and  Defendants'  Joint Memorandum in Support of Joint
Motion  to  Modify  Order  Preliminarily  Approving  Settlement,  Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed  Settlement  was filed in the Registrant's Annual Report on Form 10-K/A
for  the  year ended December 31, 1998 as Exhibit 2.2 and is incorporated herein
by  reference.

     2.3          Order  Preliminarily  Approving  Settlement,  Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed  Settlement  (August  20,  1998)  was  filed in the Registrant's Annual
Report on Form 10-K/A for the year ended December 31, 1998 as Exhibit 2.3 and is
incorporated  herein  by  reference.

     2.4          Modified  Order  Preliminarily  Approving  Settlement,
Conditionally  Certifying  Settlement  Class  and  Providing  for Notice of, and
Hearing  on,  the  Proposed  Settlement  (March  22,  1999)  was  filed  in  the
Registrant's  Annual  Report on Form 10-K/A for the year ended December 31, 1998
as  Exhibit  2.4  and  is  incorporated  herein  by  reference.

     2.5          Plaintiffs'  and  Defendants'  Joint  Memorandum in Support of
Joint  Motion  to  Further  Modify  Order  Preliminarily  Approving  Settlement,
Conditionally  Certifying  Settlement  Class  and  Providing  for Notice of, and
Hearing  on, the Proposed Settlement was filed in the Registrant's Annual Report
on  Form  10-K  for  the  year  ended  December  31,  1999 as Exhibit 2.5 and is
incorporated  herein  by  reference.

2.6     Second  Modified Order Preliminarily Approving Settlement, Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed  Settlement (March 5, 2000) was filed in the Registrant's Annual Report
on  Form  10-K  for  the  year  ended  December  31,  1999 as Exhibit 2.6 and is
incorporated  herein  by  reference.

     2.7     Proposed  Order  Granting  Joint  Motion to Continue Final Approval
Settlement  Hearing (March 13, 2001) was filed in the Registrant's Annual Report
on  Form 10-K for the year ended December 31, 2000 and is incorporated herein by
reference.

     2.8     Order Setting Trial Date and Discovery Deadlines, Referring Case to
Mediation  and  Referring  Discovery  to United States Magistrate Judge (June 4,
2001).

     4               Amended  and  Restated Agreement and Certificate of Limited
Partnership  included  as  Exhibit  A  to  the Prospectus, which was included in
Registration Statement on Form S-1  (No. 33-35148) and is incorporated herein by
reference.


Exhibit
Number
------

     10.1          Promissory  Note  in the principal amount of $2,730,000 dated
March  8,  2000  between  the  Registrant,  as  lender,  and Echelon Residential
Holdings  LLC,  as borrower, was filed in the Registrant's Annual Report on Form
10-K  for  the  year ended December 31, 1999 as Exhibit 10.1 and is incorporated
herein  by  reference.

10.2     Pledge  Agreement  dated  March  8,  2000  between  Echelon Residential
Holdings  LLC (Pledgor) and American Income Partners V-A Limited Partnership, as
Agent for itself and the Registrant, was filed in the Registrant's Annual Report
on  Form  10-K  for  the  year  ended  December  31, 1999 as Exhibit 10.2 and is
incorporated  herein  by  reference.

     99(a)          Lease agreement with Awin Leasing Company, Inc. was filed in
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997
as  Exhibit  99  (c)  and  is  incorporated  herein  by  reference.

     99(b)          Lease  agreement  with  Ford  Motor Company was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1997 as
Exhibit  99  (d)  and  is  incorporated  herein  by  reference.

     99(c)     Lease  agreement  with Tenneco Packaging Company was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1998 as
Exhibit  99  (f)  and  is  incorporated  herein  by  reference.
 .
     99(d)     Lease  agreement  with  Mobil  Oil  Corporation  was filed in the
Registrant's  Annual  Report on Form   10-K for the year ended December 31, 1998
as  Exhibit  99  (g)  and  is  incorporated  herein  by  reference.

     99(e)     Lease  agreement  with Continental Food Packaging, Inc. was filed
in  the  Registrant's Annual Report on Form 10-K for the year ended December 31,
1999  as  Exhibit  99  (f)  and  is  incorporated  herein  by  reference.

(b)  Reports  on  Form  8-K

     None.

(c)     Other  Exhibits.

Not  applicable.

(d)     Financial  Statement  Schedules:

Consolidated  Financial  Statements  for  Echelon Residential Holdings LLC as of
December  31,  2000 and for the Period March 8, 2000 (Date of Inception) through
December  31,  2000  and  Independent  Auditors'  Report.




<PAGE>

                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below,  by  the  following  persons, on behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP


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






<TABLE>
<CAPTION>

<S>                                           <C>
By: /s/   Geoffrey A. MacDonald               By: /s/   Gary D. Engle
--------------------------------------------  --------------------------------
Geoffrey A. MacDonald                         Gary D. Engle
Chairman of EFG and                           President and Chief Executive
President and a Director of the               Officer of EFG and a
General Partner                               Director of the General Partner
 .                                             (Principal Executive Officer)





Date:     November 13, 2001                   Date:     November 13, 2001
--------------------------------------------  --------------------------------




By: /s/   Michael J. Butterfield
--------------------------------------------
Michael J. Butterfield
Executive Vice President and Chief
Operating Officer of EFG and Treasurer
of the General Partner
(Principal Financial and Accounting Officer)



Date:     November 13, 2001
--------------------------------------------
</TABLE>




<PAGE>




SCHEDULE  14(D)


ECHELON  RESIDENTIAL  HOLDINGS  LLC
Consolidated  Financial  Statements
as  of  December  31,  2000
and  for  the  Period  March  8,  2000  (Date  of  Inception)
through  December  31,  2000
and  Independent  Auditors'  Report


<PAGE>
INDEPENDENT  AUDITORS'  REPORT

To  the  Members  of
 Echelon  Residential  Holdings  LLC:

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Echelon
Residential  Holdings  LLC, a Delaware limited liability company ("the Company")
as  of  December  31, 2000 and the related consolidated statement of operations,
members'  equity  (deficiency) and cash flows for the period March 8, 2000 (date
of  inception)  through  December  31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  such consolidated financial statements present fairly, in all
material  respects,  the  financial  position  of the Company as of December 31,
2000,  and the results of its operations and its cash flows for the period March
8,  2000  (date  of  inception)  through  December  31,  2000 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


Tampa,  Florida
March  23,  2001

<PAGE>


ECHELON  RESIDENTIAL  HOLDINGS  LLC

CONSOLIDATED  BALANCE  SHEET
DECEMBER  31,  2000


<TABLE>
<CAPTION>

<S>                                                                <C>
ASSETS

REAL ESTATE - Net (Notes 1 and 2)                                  $61,092,202

CASH AND CASH EQUIVALENTS (Note 1)                                   3,789,198

RESTRICTED CASH (Note 1)                                                 8,703

RESTRICTED INVESTMENTS (Note 2)                                      2,155,160

ACCOUNTS RECEIVABLE - Affiliates (Note 7)                              115,521

PREPAID EXPENSES AND OTHER LONG-TERM ASSETS                             69,417

CORPORATE EQUIPMENT - Net of accumulated depreciation of $57,733       286,784

INVESTMENT IN UNCONSOLIDATED JOINT VENTURE (Note 3)                  1,063,906
                                                                   ------------

TOTAL ASSETS                                                       $68,580,891
                                                                   ============


LIABILITIES AND MEMBERS' EQUITY

LIABILITIES:
  Accounts payable                                                 $    10,984
  Contractor payable                                                 1,752,830
  Accounts payable - Affiliates (Note 7)                               114,180
  Accrued expenses                                                     797,832
  Retainage payable                                                  1,125,865
  Security deposits                                                      8,625
  Interest payable                                                   4,385,805
  Construction loans (Note 4)                                       26,837,740
  Other long-term liabilities                                          109,411
  Notes payable (Note 5)                                            35,039,890
                                                                   ------------

           Total liabilities                                        70,183,162

COMMITMENTS AND CONTINGENCIES (Notes 4 and  9)

MINORITY INTEREST (Note 6)                                           2,257,367

MEMBERS' EQUITY (DEFICIENCY) (Note 1)                               (3,859,638)
                                                                   ------------

TOTAL LIABILITIES AND MEMBERS' EQUITY                              $68,580,891
                                                                   ============

See notes to consolidated financial statements.
</TABLE>




<PAGE>


ECHELON  RESIDENTIAL  HOLDINGS  LLC

CONSOLIDATED  STATEMENT  OF  OPERATIONS
PERIOD  MARCH  8,  2000  (DATE  OF  INCEPTION)  THROUGH  DECEMBER  31,  2000
<TABLE>
<CAPTION>

<S>                                                    <C>

SALES AND REVENUES:
  Real estate operations:
    Rental revenues                                    $   230,834
    Management fees                                        695,162
    Developer fees                                         985,141
  Sale of development property                           3,104,532
  Investment income                                        191,543
  Other Income                                              23,000
                                                       ------------

           Total sales and revenues                      5,230,212
                                                       ------------

EXPENSES:
  Rental and other operations                              558,561
  Cost of development property sold                      3,317,880
  Write-down of land held for development or sale          635,437
  Depreciation expense                                     148,861
  Interest expense on long-term debt - net of amounts
           capitalized of $606,990                       4,460,345
  General and administrative expenses                    2,937,514
                                                       ------------

           Total expenses                               12,058,598
                                                       ------------

EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURE            (148,023)

MINORITY INTEREST                                          270,383
                                                       ------------

NET LOSS                                               $(6,706,026)
                                                       ============


See notes to consolidated financial statements.
</TABLE>




<PAGE>
------



ECHELON  RESIDENTIAL  HOLDINGS  LLC
-----------------------------------

CONSOLIDATED  STATEMENTS  OF  MEMBERS'  EQUITY  (DEFICIENCY)
------------------------------------------------------------
PERIOD  MARCH  8,  2000  (DATE  OF  INCEPTION)  THROUGH  DECEMBER  31,  2000
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                              <C>           <C>              <C>

                                                 INITIAL       PARTICIPATING
                                                 MEMBERS       MEMBERS          TOTAL

BALANCE AT MARCH 8, 2000                         $   195,226   $            -   $   195,226

  Members' capital contributions                           -        2,651,162     2,651,162

  Net loss                                        (5,600,020)      (1,106,006)   (6,706,026)
                                                 ------------  ---------------  ------------

BALANCE AT DECEMBER 31, 2000                     $(5,404,794)  $    1,545,156   $(3,859,638)
                                                 ============  ===============  ============


See notes to consolidated financial statements.
</TABLE>




<PAGE>
------


ECHELON  RESIDENTIAL  HOLDINGS  LLC
-----------------------------------

CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
----------------------------------------
PERIOD  MARCH  8,  2000  (DATE  OF  INCEPTION)  THROUGH  DECEMBER  31,  2000
----------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                               <C>

CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES:
  Net loss                                                        $ (6,706,026)
  Adjustment to reconcile net loss to cash provided by
     (used in) operating activities:
      Depreciation                                                     148,861
      Loss on sale of development property                             213,348
      Minority interest                                               (270,383)
      Equity in loss of unconsolidated joint venture                   148,023
      Write-down of land held for development or sale                  635,437
      Changes in working capital:
        Accounts payable, accrued expenses and other liabilities    (4,343,190)
        Interest payable                                             4,385,805
        Other working capital changes                                  311,588
                                                                  -------------

          Net cash used in operating activities                     (5,476,537)
                                                                  -------------

CASH FLOW PROVIDED BY (USED IN) INVESTING ACTIVITIES:
  Increase in restricted cash and restricted investments            (2,163,863)
  Net proceeds from sale of development property                     3,104,532
  Payments related to construction in progress                     (29,601,108)
                                                                  -------------

           Net cash used in investing activities                   (28,660,439)
                                                                  -------------

CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES:
  Issuance of notes payable                                          6,244,000
  Repayment of notes payable                                        (5,474,000)
  Proceeds from construction loans                                  26,585,765
  Members' capital contributions                                     2,651,162
                                                                  -------------

           Net cash provided by financing activities                30,006,927
                                                                  -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                           (4,130,049)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       7,919,247
                                                                  -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $  3,789,198
                                                                  =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                                      $    681,530
                                                                  =============


See notes to consolidated financial statements.
</TABLE>




<PAGE>
------
ECHELON  RESIDENTIAL  HOLDINGS  LLC
-----------------------------------
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
----------------------------------------------
PERIOD  MARCH  8,  2000  (DATE  OF  INCEPTION)  THROUGH  DECEMBER  31,  2000

1.     SUMMARY  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES
BACKGROUND  -  On March 7, 2000, EIN Acquisition Corporation ("EIN Acquisition")
closed  on  a Tender Offer ("Tender Offer") for all of the outstanding shares of
Echelon  International  Corporation  ("Echelon")  for a cash price of $34.00 per
share.  Immediately  after the close of the Tender Offer, EIN Acquisition merged
into  Echelon  (the  "Merger"),  with  Echelon  being  the  surviving  entity.

In conjunction with the Tender Offer, Echelon had entered into various contracts
to  sell or convey various real estate assets and investments in two real estate
joint  ventures  to  third  parties.  Subsequent to the Merger on March 8, 2000,
Echelon  closed  on  existing contracts to sell or convey its real estate assets
and  investments in two real estate joint ventures.  Specific real estate assets
and  investments  in  two  real  estate  joint  ventures  were  sold  to Echelon
Residential  LLC  ("Echelon  Residential"),  a  wholly  owned  limited liability
subsidiary  of  Echelon Residential Holdings LLC ("Echelon Residential Holdings"
or  the  "Company").  Echelon  Residential will own, manage, and develop or sell
these  purchased  multi-family  residential  properties.

The  acquisition  of  the  assets by Echelon Residential was accounted for as an
asset  purchase under Accounting Principles Board Opinion No. 16 ("APB No. 16").
In  accordance with APB No. 16, Echelon Residential allocated the total purchase
price to the assets acquired and liabilities assumed based on the estimated fair
market  values  at  the  date  of  acquisition.  Since the purchase price of the
business  was  less  than  the fair market value of the net assets acquired, the
credit  excess  was  allocated on a pro-rata basis to the real estate, corporate
equipment  and  the  investment in an unconsolidated joint venture. There are no
contingencies  or  other  matters that could materially affect the allocation of
the purchase cost.  The results of operations of the acquired real estate assets
and  investments  in  two  real  estate  joint  ventures  are  included  in  the
consolidated  results of Echelon Residential Holdings from the acquisition date.
The  Company's  summarized  consolidated  balance  sheet,  reflecting  the above
acquisition  of  assets,  as  of  March  8,  2000  is  as  follows:
<TABLE>
<CAPTION>

<S>                                           <C>
Assets:
  Real estate                                 $34,164,672
  Cash and cash equivalents                     7,919,247
  Investment in unconsolidated joint venture    1,211,929
  Other assets                                    832,417
                                              -----------

Total assets                                  $44,128,265
                                              ===========

Liabilities and Members' Equity:
  Accounts payable and other liabilities      $ 6,883,424
  Construction loans                              251,975
  Notes payable                                34,269,890
                                              -----------

Total liabilities                              41,405,289
Minority interest                               2,527,750
Members' equity                                   195,226
                                              -----------

Total liabilities and members' equity         $44,128,265
                                              ===========
</TABLE>



<PAGE>

The  Company's  fiscal  year  end  is  December  31.

DESCRIPTION  OF  BUSINESS  - Echelon Residential Holdings was formed on February
29,  2000,  under the laws of the state of Delaware and operates in one industry
segment:  owning,  leasing, developing, and managing real estate.  There were no
activities  of Echelon Residential Holdings from February 29, 2000 through March
8,  2000.  The Company is governed by its Amended and Restated Limited Liability
Company  Agreement  ("the  Agreement")  dated  June 23, 2000.  At March 8, 2000,
members'  equity  included capital contributions from the initial members of the
Company,  James  A. Coyne and Charles E. Cobb, Jr. ("Initial Members"), who made
collective  capital  contributions  of  $195,226.  On  June  23,  2000,  the
participating  members,  Darryl  A. LeClair and Susan G. Johnson ("Participating
Members")  made  capital  contributions  totaling  $2,651,162.  The  collective
Participating  Members'  capital  contributions are comprised of Participating A
Capital of $2,591,093, Participating B Capital of $45,052 and additional capital
contributions  of  $15,017.

Subsequent  to  the  initial  capital  contributions  above,  the  Agreement was
executed and includes a provision whereby the members have no further obligation
to  contribute  additional  amounts  of  capital to the Company.  If the Company
requires additional funds, the Board of Managers is to notify the members.  Each
member  has  the  right to contribute a pro rata share of such additional funds,
based  on  the  relative equity contributions made by each member.  In addition,
the  liability  of  the  members of the Company is limited to the members' total
capital  contributions.

In  accordance  with  the Agreement, the Participating Members earn a cumulative
compounding  annual  return  on  their unreturned capital (as defined), at a per
annum  rate equal to 14% for Participating A capital and 15% for Participating B
capital,  commencing  on  June  23, 2000.  Preferred returns will be paid to the
Participating  Members in accordance with the terms of the Agreement.  Payout of
preferred  returns (if any) is contingent upon the cumulative performance of the
Company.  See  Note  9  -  Commitments  and  Contingencies.

Per  the  Agreement,  the  Company  is  to  distribute  its  cash  flow (if any)
periodically, but not less frequently than quarterly.  The losses and profits of
the  Company  are  generally  allocated  to  the  members  as  follows:

a)     losses  are generally allocable 77.9% to members other than Participating
Members  and  22.1%  to  Participating  Members,  and

b)     profits are generally allocated the same way except for a priority income
allocation  to  the  Participating  Members to cover priority cash distributions
made  on  their  Participating  Capital.

PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial statements
include  the  accounts  of  Echelon  Residential  Holdings,  its  wholly  owned
subsidiary  and  a  60% interest in a joint venture.  All  intercompany balances
have  been  eliminated.  Investments  for  which  the  Company  has a 20% to 50%
ownership  interest  are  accounted  for  using  the  equity  method.
The  Company  has  recorded  a  minority  interest in the Company's consolidated
financial  statements  to  reflect  the  ownership  of  its partner in the joint
venture.

ESTIMATES  -  The  preparation  of  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management to make estimates and assumptions that affect the amount of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the  date  of  the financial statements and the amounts of revenues and expenses
during  the  reported  period.  Actual

<PAGE>
results  could  differ  from those estimates.  Significant estimates include the
recoverability  of  real  estate  held  for  sale.

CASH  AND  CASH  EQUIVALENTS  -  Cash and cash equivalents include cash on hand,
demand  deposits,  and  short-term investments with original maturities of three
months  or  less.

RESTRICTED  CASH  - Restricted cash represents security deposits at multi-family
residential  communities  held  in  separate  noninterest-bearing  depository
accounts.

RESTRICTED  INVESTMENTS  -  Restricted  investments  represents  certificates of
deposit  with  maturities greater than three months.  These investments are held
by  financial  institutions  that  require  such  deposits in support of standby
letters  of  credit.

REAL  ESTATE  -  Real  estate additions are recorded at cost.  Interest and real
estate  taxes  incurred  during  construction  periods  are  capitalized  and
depreciated  on the same basis as the related assets.  Costs directly related to
the acquisition, development or improvement of real estate, and certain indirect
development  costs  have also been capitalized.  Depreciation is calculated on a
straight-line  basis  over  the  estimated  lives  of  the  assets  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>
                                    ESTIMATED
                                    USEFUL LIVES

Buildings                               35 years
Furniture, fixtures, and equipment    3-10 years
</TABLE>



IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  The  carrying value of long-lived assets,
including  property  and  equipment,  will  be  reviewed for impairment whenever
events  or  changes  in circumstances indicate that the recorded value cannot be
recovered  from  undiscounted  future  cash  flows.

REVENUE  RECOGNITION - The Company recognizes revenue on the sale of real estate
properties  when  title  has passed to the buyer and all contingencies have been
removed.  Rental  revenues,  management  fees, and developer fees are recognized
when  earned.

INCOME  TAXES - Under the provisions of the Internal Revenue Code and applicable
state  laws, the Company is not directly subject to income taxes; the results of
its  operations  are  included  in  the  tax  returns  of  its  members.

NEW  ACCOUNTING  PRONOUNCEMENTS  -  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging Activities, is effective for all fiscal years beginning
after  June  15,  2000.  SFAS  No.  133,  as amended, establishes accounting and
reporting  standards  for  derivative instruments and hedging activities.  Under
SFAS  No.  133,  certain contracts that were not formerly considered derivatives
may  now  meet the definition of a derivative.  The Company adopted SFAS No. 133
effective  January  1,  2001.  There  was  no  impact on the Company's financial
position, results of operations or liquidity resulting from the adoption of SFAS
No.  133.

Effective  March 8, 2000 (date of inception), the Company adopted the provisions
of  Securities  and  Exchange  Commission Staff Accounting Bulletin 101, Revenue
Recognition  in  Financial  Statements  ("SAB  No.  101").  SAB No. 101 provides
guidance  for  the  recognition,  presentation,  and  disclosure  of  revenue in
financial  statements.  The  adoption  of  SAB  No.  101  had  no  impact on the
Company's  financial  statements.

<PAGE>
RECLASSIFICATIONS  -  Certain  amounts  previously reported in the March 8, 2000
consolidated balance sheet have been reclassified to conform to the December 31,
2000  presentation.

2.     REAL  ESTATE  -  NET
As  of  December  31,  2000,  real  estate  consists  of  the  following:
<TABLE>
<CAPTION>

<S>                                                      <C>
Land and land improvements held for development or sale  $15,676,581
                                                         ------------

Real estate under development:
  Land and land improvements                               8,302,770
  Construction in progress                                14,694,874
                                                         ------------

                                                          22,997,644
                                                         ------------

Income producing real estate:
  Land and land improvements                               2,303,890
  Buildings and improvements                              19,720,463
  Equipment and other                                        484,752
  Accumulated depreciation                                   (91,128)
                                                         ------------

                                                          22,417,977
                                                         ------------

                                                         $61,092,202
                                                         ============
</TABLE>



For  the period March 8, 2000 (date of inception) through December 31, 2000, the
Company  recorded  a write-down of land held for development or sale of $635,437
in  the consolidated statement of operations.  Land held for development or sale
was  determined  to have been impaired because the estimated cash flows are less
than the carrying value of the two parcels of land.  The estimated fair value of
these  two  parcels  of  land  was  based  on letters of intent from third-party
purchasers, dated October 2000 and December 2000, to purchase the two parcels of
land.

As  of  December  31,  2000,  the  Company's land and land improvements held for
development  or  sale  includes five parcels of improved and unimproved land for
the development of multi-family residential communities.  The land is located in
urban areas in Memphis, Tennessee; Dallas, Texas; Denver, Colorado; and Colorado
Springs,  Colorado.

As  of  December  31, 2000, real estate under development includes the following
three  multi-family  residential  communities:
<TABLE>
<CAPTION>

<S>                      <C>          <C>       <C>      <C>           <C>
                                   .         .        .  CONSTRUCTION  ACTUAL/ESTIMATED
                                   .  RENTABLE  LAND     COMMENCEMENT  DATE FIRST UNITS
PROJECT NAME             LOCATION     UNITS     ACREAGE  DATE          AVAILABLE
-----------------------  -----------  --------  -------  ------------  ----------------

ECHELON AT THE BALLPARK  Memphis, TN       385        5  Q1 2000       Q1 2001
ECHELON AT LAKESIDE      Plano, TX         181       12  Q3 1999       Q3 2000
ECHELON AT UPTOWN        Orlando, FL       244        3  Q2 2001       Q2 2002
</TABLE>



<PAGE>
As  discussed  in  Note 6, Investment in Consolidated Joint Venture Partnership,
ECHELON  AT  LAKESIDE commenced operations during the period March 8, 2000 (date
of  inception)  through  December  1,  2000 and portions of the project remained
under  construction  as  of  December  31,  2000.


As  of  December 31, 2000, real estate includes $606,990 of interest capitalized
during  the  period March 8, 2000 (date of inception) through December 31, 2000.


3.     INVESTMENT  IN  UNCONSOLIDATED  JOINT  VENTURE
In  July  1999,  Fannie  Mae's American Communities Fund agreed to invest with a
wholly  owned  subsidiary  of  Echelon  in  the development of ECHELON AT CHENEY
PLACE,  a  303-unit  multi-family  residential  community  currently  under
construction  in downtown Orlando, Florida.  Echelon's 20% interest in the joint
venture  was  purchased  by  Echelon  Residential,  in conjunction with the real
estate  assets  purchased  as  discussed  in  Note  1,  Summary  of Business and
Significant Accounting Policies.  The Company accounts for its investment in the
joint  venture  under  the  equity method.  Concurrent with the execution of the
joint  venture  agreement with Fannie Mae's American Communities Fund, the joint
venture executed an agreement with Wachovia Bank, N.A. for a $21,500,000 loan to
fund  the  construction  of  ECHELON AT CHENEY PLACE.  The loan is guaranteed by
Echelon  Residential.

Construction of ECHELON AT CHENEY PLACE began in late July 1999 and construction
continued  on portions of the project through December 31, 2000.  For the period
March  8,  2000  (date  of  inception)  through  December  31, 2000, the Company
recorded  its  share  of  losses  for  ECHELON AT CHENEY PLACE, from the initial
operations  of  the  project, as a reduction of the investment in unconsolidated
joint  venture.  As  of  December  31,  2000,  total  capital  expenditures  and
construction  loan  draws  for  the  project  were  $24,834,193 and $18,408,921,
respectively.  Through December 31, 2000, the Company's capital contributions to
the  joint  venture  totaled  $1,386,000.  The  total of net losses and purchase
price  adjustment allocated to the investment in unconsolidated joint venture is
$322,094.

4.     CONSTRUCTION  LOANS
As  of  December  31,  2000, the Company's construction loans outstanding are as
follows:
<TABLE>
<CAPTION>

<S>                                   <C>
Bank of America                       $17,614,845
First Union National Bank of Florida    9,222,895
                                      -----------

 .                                     $26,837,740
                                      ===========
</TABLE>



The Company has a $20,000,000 construction loan with Bank of America to fund the
construction  of  ECHELON  AT  LAKESIDE.  The  loan  is  guaranteed  by  Echelon
Residential.  The  interest rate is LIBOR plus 1.85% (8.4875% as of December 31,
2000),  and  the  loan  matures in September 2002.  As of December 31, 2000, the
Company  has  made  $17,614,845 of construction draws on this loan.  See further
discussion  of  the  development  of  ECHELON  AT  LAKESIDE  included in Note 6,
Investment  in  Consolidated Joint Venture Partnership.  Accrued interest on the
Bank  of  America  construction  loan  is  $125,685  as  of  December  31, 2000.
The  Company  has a $26,075,000 construction loan with First Union National Bank
of  Florida  to  fund  the  construction  of ECHELON AT THE BALLPARK, a 385-unit
multi-family  residential  community  currently  under  construction in downtown
Memphis,  Tennessee.  The  loan  is  guaranteed  by  Echelon  Residential.  The
interest rate is LIBOR plus 1.65% (8.2125% as of December 31, 2000) with monthly
interest  payments  required through the term of the loan, which expires on June
2002.  As  of  December  31,  2000,  the  Company has made construction draws of
$9,222,895.  Accrued interest on the First Union National Bank construction loan
is  $8,258  as  of  December  31,  2000.

<PAGE>
The  Company's  significant  financial  covenants  include minimum net worth and
liquidity  requirements.  As of December 31, 2000, the Company was in compliance
with  all  financial  covenants  contained  in  its  debt  agreements.

In  the  opinion of management, the carrying value of the Company's construction
loans  approximate  their fair value based on management's estimates for similar
issues,  giving  consideration  to  quality,  interest rates, maturity and other
significant  characteristics.  Although  management  is not aware of any factors
that  would  significantly  affect  the estimated fair value of the construction
loans,  the amounts have not been comprehensively revalued for purposes of these
consolidated  financial statements since December 31, 2000 and current estimates
of  fair  value  may  differ  significantly.
See  Note  10,  Subsequent Event, for discussion of a construction loan executed
for  the  construction  of  ECHELON  AT  UPTOWN,  in  February  2001.

5.     NOTES  PAYABLE

As  of  December  31,  2000,  notes  payable  outstanding  are  as  follows:
<TABLE>
<CAPTION>

<S>                                                             <C>
American Income Partners V-A Limited Partnership                $ 2,160,000
American Income Partners V-B Limited Partnership                  5,700,000
American Income Partners V-C Limited Partnership                  2,390,000
American Income Partners V-D Limited Partnership                  2,730,000
American Income Fund I-A, a Massachusetts  Limited Partnership    1,650,000
American Income Fund I-B, a Massachusetts Limited Partnership     1,310,000
American Income Fund I-C, a Massachusetts Limited Partnership     2,780,000
American Income Fund I-D, a Massachusetts Limited Partnership     3,050,000
American Income Fund I-E, a Massachusetts Limited Partnership     4,790,000
AIRFUND International Limited Partnership                         1,800,000
AIRFUND II International Limited Partnership                      3,640,000
                                                                -----------

Subtotal                                                         32,000,000
Series A Note                                                     1,684,211
Series B Notes                                                      585,679
Note payable - Echelon Development Holdings LLC                     770,000
                                                                -----------

                                                                $35,039,890
                                                                ===========
</TABLE>



On  March  8,  2000,  the  Company executed $32,000,000 in notes payable with 11
partnerships.  The  Company  contributed  the proceeds from the notes payable to
Echelon  Residential  to  acquire  various  real  estate assets from Echelon, as
discussed  in  Note  1, Summary of Business and Significant Accounting Policies.
These  partnerships are managed by their general partners who have engaged Equis
Financial  Group  ("EFG")  as  the partnerships' manager.  Mr. James A. Coyne is
Executive  Vice  President of EFG and is an equity investor in the Company.  Mr.
Coyne,  in  his  individual capacity, is the only equity investor in the Company
related  to  EFG.  These  notes  payable  have  a term of 30 months, maturing on
September  8,  2002,  and an annual interest rate of 14% for the first 24 months
and 18% for the final sixmonths. No principal payments are required prior to the
scheduled  maturity.  Interest  accrues  and compounds monthly and is payable at
maturity. Accrued interest on these notes is $3,907,798 as of December 31, 2000.
The  Company  has assigned and pledged a security interest in all of its rights,
title, and interest in its membership interests in Echelon Residential to the 11
partnerships  as  collateral.

On  March  8,  2000,  the  Company  executed  a Series A Note with Cobb Partners
Limited.  The  Series  A  Note has a term of 30 months, maturing on September 8,
2002, and an annual interest rate of 14% for the first 24 months and 18% for the
final  six  months.  No  principal  payments are required prior to the scheduled
maturity.  Accrued  interest on the Series A Note is $205,674 as of December 31,
2000.  Interest  accrues  and compounds monthly and is payable at maturity.  The
Company also executed Series B Notes with several individuals, who are employees
or investors of EFG.  The Series B Notes have an annual interest rate of 15% and
mature  on  June  30,  2004.  No  principal  payments  are required prior to the
scheduled  maturity.  Interest  accrues  and compounds monthly and is payable at
maturity.  The  Series B Notes are subordinated to the $32,000,000 notes payable
and  the Series A Note.  Accrued interest on the Series B Notes is $76,920 as of
December  31,  2000.

On  December  29,  2000, the Company executed a $770,000 note payable to Echelon
Development Holdings LLC ("Echelon Development Holdings").  The note payable has
a  term of 24 months, maturing on December 29, 2002, and an annual interest rate
of 10%.  Interest accrues and compounds daily and is payable on December 31st of
each  year  the  note payable is outstanding.  The Company repaid the note, plus
interest  of  $6,751,  on  January  30,  2001.
In  the opinion of management, the carrying value of the Company's notes payable
approximates  the fair value based on management's estimates for similar issues,
giving  consideration to quality, interest rates, maturity and other significant
characteristics.

6.     INVESTMENT  IN  CONSOLIDATED  JOINT  VENTURE  PARTNERSHIP
In  September  1999,  Echelon entered into a joint venture agreement with Turner
Heritage  Investments,  Ltd.  ("Turner")  for  the  development  of  ECHELON  AT
LAKESIDE,  a  181-unit  multi-family  residential  community  currently  under
construction  in  Plano, Texas, which is near Dallas.  Echelon's 60% interest in
the  joint venture was purchased by Echelon Residential, in conjunction with the
transaction  discussed in Note 1, Summary of Business and Significant Accounting
Policies.  Construction  of  ECHELON  AT  LAKESIDE  began  in  October  1999 and
continued  on portions of the project through December 31, 2000.  As of December
31,  2000,  total  capital  expenditures  for  the  project  were  $23,927,413.

Through  December  31,  2000,  the  Company  has  made  capital contributions of
$2,592,000  and  Turner  has  contributed land valued at $2,592,000 to the joint
venture.  The  Company's  interest  represents  a  controlling  interest,  and
accordingly, for financial reporting purposes, the assets, liabilities, retained
deficit,  and  current period results of operations of the joint venture for the
period March 8, 2000 (date of inception) through December 31, 2000, are included
in  the  Company's  consolidated  financial  statements and Turner's partnership
interest  in  the  joint  venture has been recorded as a minority interest.  See
further discussion of debt financing for ECHELON AT LAKESIDE included in Note 4,
Construction  Loans.

7.     RELATED  PARTY  TRANSACTIONS
In  conjunction  with  the  purchase  of Echelon's interest in the joint venture
formed  for  the  development  of  ECHELON AT LAKESIDE, Echelon Residential also
assumed  the development agreement, an asset management agreement and a property
management  and  leasing  agreement  with  Lakeside Baywater Enterprises Limited
Partnership,  the joint venture partnership.  In accordance with the development
agreement,  Echelon Residential has been engaged as the developer for ECHELON AT
LAKESIDE  and  receives  a  development  fee,  payable  in  arrears,  in monthly
installments  of  $44,371.  In  accordance  with the asset management agreement,
Echelon  Residential  receives  a  monthly  asset  management  fee,  computed in
arrears, equal to 1% of the ECHELON AT LAKESIDE monthly gross income.  Under the
terms of the property management and leasing agreement, Echelon Residential also
receives  a  monthly  management  fee,  computed  in arrears, equal to 4% of the
ECHELON  AT  LAKESIDE  monthly  gross  income.

<PAGE>
For  the  period  March  8,  2000 (date of inception) through December 31, 2000,
Echelon  Residential  recognized  $388,212 in development, asset management, and
property  management  revenues  from  ECHELON  AT  LAKESIDE.

In  conjunction  with  the  purchase  of Echelon's interest in the joint venture
formed  for the development of ECHELON AT CHENEY PLACE, Echelon Residential also
assumed  agreements  which  include the payment of a development fee, a property
management  and  leasing  agreement  and an incentive management fee with Cheney
Place  LLC, the joint venture partnership.  In accordance with these agreements,
Echelon  Residential  has  been  engaged  as the developer for ECHELON AT CHENEY
PLACE  and  receives  a  monthly  development  fee  equal  to  5%  of  the  hard
construction  costs  incurred during the month.  Echelon Residential is also the
property  manager  and leasing agent for the property and will receive a monthly
management  fee,  computed  in arrears, equal to $7,500 per month for two months
prior  to  the  opening  of the clubhouse.  For the next nine months thereafter,
Echelon  Residential  will receive the greater of a) 3% of the effective monthly
gross  income  or  b)  3%  of  the  effective monthly gross income that would be
collected  if 75% of ECHELON AT CHENEY PLACE were occupied at rents equaling the
average  pro  forma  base  rent.  Thereafter, the monthly management fee will be
calculated  as  3%  of  the  effective monthly gross income of ECHELON AT CHENEY
PLACE.  The incentive management fee is equal to 2% of ECHELON AT CHENEY PLACE'S
effective  gross  income,  as  defined.  For  the  period March 8, 2000 (date of
inception) through December 31, 2000, Echelon Residential recognized $392,695 in
development,  property  management  and  incentive  management fee revenues from
ECHELON  AT  CHENEY  PLACE.

Echelon  Property  Management  LLC,  a  wholly  owned  subsidiary  of  Echelon
Residential, has contracted to manage several operating multi-family residential
communities currently leased by Echelon Commercial LLC ("Echelon Commercial"), a
wholly  owned  limited  liability  subsidiary  of  Echelon Development Holdings.
Several  of the equity investors in Echelon Residential Holdings are also equity
investors  in  Echelon Development Holdings.  For the period March 8, 2000 (date
of inception) through December 31, 2000, Echelon Residential recognized $587,908
in  property  management revenues from the management of multi-family properties
leased  by  Echelon  Commercial.

As of December 31, 2000, the Company had accounts receivable balances of $51,880
due  from  Echelon  Commercial LLC, $19,455 due from ECHELON AT CHENEY PLACE and
$44,186  from  other  related  parties.  These amounts were repaid by the end of
February  2001.

8.     RETIREMENT  PLAN
Echelon  Residential is the sponsor of the Echelon 401(k) Savings Plan ("Savings
Plan")  under  Section 401(k) of the Internal Revenue Service Code (the "Code"),
to  which  participants  may  contribute  a  percentage  of  their discretionary
contributions  to  the  Savings  Plan.  The  Company  did  not contribute to the
Savings  Plan  during  the  period  March  8,  2000  (date of inception) through
December  31,  2000.  As  of January 1, 2001, the Company initiated an option in
the  Savings Plan to include a mandatory matching contribution from the Company.

9.     COMMITMENTS  AND  CONTINGENCIES
As  of  December  31,  2000, two multi-family residential communities were under
construction  and  had  remaining  commitments  of $12,985,656 with construction
contractors.

On  December  29,  2000,  the Company executed a $5,000,000 revolving promissory
note with Echelon Development Holdings. The revolving promissory note has a term
of 24 months, maturing on December 29, 2002, and an annual interest rate of 10%.
Interest  accrues  and  compounds  daily and is payable on December 31st of each
year  the  note  is outstanding.  As of December 31, 2000, there were no amounts
outstanding  on  the  revolving  promissory  note.

As discussed in Note 1, Summary of Business and Significant Accounting Policies,
the  Company  maintains preferred return accounts for the Participating Members.
As of December 31, 2000, the preferred return balances for Participating A and B
Capital  were  $198,597  and  $3,709,  respectively.

<PAGE>
These  amounts  have  not  been paid and therefore, have not been reflected as a
reduction of Participating A and B Capital in the December 31, 2000 consolidated
financial  statements.

The  joint  venture  formed for the development of ECHELON AT LAKESIDE maintains
preferred  return  accounts for the limited partners, Echelon LP, a wholly owned
limited liability subsidiary of Echelon Residential, and Turner.  The payment of
any  preferred returns to Echelon LP would be eliminated upon consolidation.  As
of  December  31,  2000,  the  preferred return balance for Turner was $312,069.
This  amount  has  not  been  paid  and,  therefore, has not been reflected as a
reduction  of  member's  equity  in the December 31, 2000 consolidated financial
statements.

10.     SUBSEQUENT  EVENT
In  February 2001, the Company closed on a $18,600,000 loan from SouthTrust Bank
for  the  construction  financing  of ECHELON AT UPTOWN, a 244-unit multi-family
residential  community  to  be  developed  in  downtown  Orlando,  Florida.  The
interest  rate  is LIBOR plus 1.75% with monthly interest payments required over
the  36-month  initial  term  of  the  loan.  The  loan is guaranteed by Echelon
Residential  and  construction  is expected to commence in the second quarter of
2001.

11.     QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED)
The following is a summary of the quarterly results of operations for the period
March  8,  2000  (date  of  inception)  through  December  31,  2000:
<TABLE>
<CAPTION>

<S>             <C>          <C>                   <C>             <C>            <C>
                PERIOD       THREE MONTHS ENDED
                MARCH 8 -                      .               .              .
                             --------------------
                MARCH 31     JUNE 30               SEPTEMBER 30    DECEMBER 31    TOTAL

Total revenues  $  147,078   $           758,673   $     659,867   $  3,664,594   $ 5,230,212
Net loss        $ (328,623)  $        (1,359,326)  $  (1,855,757)  $ (3,162,320)  $(6,706,026)
</TABLE>



12.  MANAGEMENT'S  BUSINESS  PLAN  (UNAUDITED)
As  of  the  fourth  quarter of 2001, the Company's management is pursuing three
principal business strategies to maximize the value of the Company's real estate
assets,  including  the  continued  development  of  the  Company's  real estate
portfolio,  retaining  other  joint  venture  equity  partners  for  real estate
projects  and  selling  of  certain  real  estate  assets.

In  addition,  as  part of a litigation settlement unrelated to the Company that
must  be  approved  by  the  court, EFG has agreed in principle to buy the notes
payable  from  the 11 partnerships for an aggregate of $32,000,000 plus interest
at  7.5% per annum, if they are not repaid prior to or at the scheduled maturity
date.  If  the litigation settlement is approved, the interest rate on the notes
payable  would  be retroactively adjusted to 7.5% simple interest as of March 8,
2000.  EFG  has  also  agreed  in  principle  to forbear any foreclosure action
against the Company and will evaluate the characterization of the notes payable,
which  may include converting the notes payable to long-term debt or equity. See
Note  5,  Notes  Payable.


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