<PAGE>

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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended  December 31, 1997
                                             -----------------------------------
                                       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 St., Sixth Floor, 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)

--------------------------------------------------------------------------------
                                (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 XX  No
                                              ---    ---
         State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. Not applicable. Securities are nonvoting for
this purpose. Refer to Item 12 for further information.


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                       DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Annual Report to security holders for
                the year ended December 31, 1997 (Part I and II)

<PAGE>

                                    FORM 10-K

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                -----
<S>                                                                                            <C>
                                     PART I

Item 1.      Business                                                                             3

Item 2.      Properties                                                                           5

Item 3.      Legal Proceedings                                                                    5

Item 4.      Submission of Matters to a Vote of Security Holders                                  5


                                PART II

Item 5.      Market for the Partnership's Securities and Related Security Holder Matters          6

Item 6.      Selected Financial Data                                                              7

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

             Operations                                                                           7

Item 8.      Financial Statements and Supplementary Data                                          7

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

             Disclosure                                                                           7

                               PART III

Item 10.     Directors and Executive Officers of the Partnership                                  8

Item 11.     Executive Compensation                                                              10

Item 12.     Security Ownership of Certain Beneficial Owners and Management                      10

Item 13.     Certain Relationships and Related Transactions                                      11


                                PART IV

Item 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K                  13-15
</TABLE>



                                      -2-
<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 American Finance Group), a Massachusetts limited
partnership ("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").

        (b)  Financial Information About Industry Segments

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

        (c)  Narrative Description of Business

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

        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 3 to the financial statements
included in Item 14, herein. The Partnership is expected to terminate no later
than December 31, 2000; however, the Partnership is a Nominal Defendant in a
Class Action Lawsuit. The outcome of the Class Action Lawsuit could alter the
nature of the Partnership's organization and its future business operations. See
Note 6 to the accompanying financial statements.

        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 described in the
Restated Agreement, as amended, Item 13 herein, and in Note 4 to the financial
statements included in Item 14, herein.



                                      -3-
<PAGE>

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

        In addition, the leasing industry is very competitive. Although all
funds available for acquisitions have been invested in equipment, subject to
noncancellable lease agreements, the Partnership will encounter considerable
competition when equipment is re-leased or sold at the expiration of primary
lease terms. The Partnership will compete with lease programs offered directly
by manufacturers and other equipment leasing companies, 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. Many competitors have greater financial resources and more
experience than the Partnership, the General Partner and the Manager.

        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 a material portion of anticipated revenues.

        Generally, the Partnership is prohibited from reinvesting the proceeds
generated by refinancing or selling equipment. Accordingly, it is anticipated
that the Partnership will begin to liquidate its portfolio of equipment at the
expiration of the initial and renewal lease terms and to distribute the net
liquidation proceeds. As an alternative to sale, the Partnership may enter
re-lease agreements when considered advantageous by the General Partner and the
Manager.

        Revenue from individual lessees which accounted for 10% or more of lease
revenue during the years ended December 31, 1997, 1996 and 1995 is incorporated
herein by reference to Note 2 to the financial statements in the 1997 Annual
Report. 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 and Chief Executive Officer. 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.

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

        Not applicable.

                                      -4-
<PAGE>

Item 2. Properties.

        Incorporated herein by reference to Note 3 to the financial statements
in the 1997 Annual Report.

Item 3. Legal Proceedings.

        Incorporated herein by reference to Note 6 to the financial statements
in the 1997 Annual Report.

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

        None.



                                      -5-
<PAGE>



PART II

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

        (a) Market Information

        There 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, 1997, there were 749 record holders of Units in the
Partnership.

        (c) Dividend History and Restrictions

        Pursuant to Article VI of the Restated Agreement, as amended, the
Partnership's Distributable Cash From Operations and Distributable Cash From
Sales or Refinancings are determined and distributed to the Partners quarterly.
Each quarter's distribution may vary in amount. Distributions may be made to the
General Partner prior to the end of the fiscal quarter; however, the amount of
such distribution reflects only amounts to which the General Partner is entitled
at the time such distribution is made. Currently, there are no restrictions that
materially limit the Partnership's ability to distribute Distributable Cash From
Operations and Distributable Cash From Sales or Refinancings or that the
Partnership believes are likely to materially limit the future distribution of
Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings. The Partnership expects to continue to distribute all
Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings on a quarterly basis.

        Distributions in 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                        General       Recognized
                                         Total          Partner         Owners
                                      ----------      ----------      ----------
<S>   <C>                             <C>             <C>             <C>
Total 1997 distributions              $  284,344      $   14,217      $  270,127

Total 1996 distributions               2,284,869         114,243       2,170,626
                                      ----------      ----------      ----------
                   Total              $2,569,213      $  128,460      $2,440,753
                                      ----------      ----------      ----------
                                      ----------      ----------      ----------
</TABLE>

        Distributions payable at December 31, 1997 and 1996 were $56,869 and
$75,825, respectively.

        "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



                                      -6-
<PAGE>

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.

        Each distribution of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings of the Partnership shall be made
95% to the Recognized Owners and 5% to the General Partner.

        "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.

        Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings ("Distributions") are distributed within 45 days after the
completion of each quarter, beginning with the first full quarter following the
Partnership's Closing Date. Each Distribution is described in a statement sent
to the Recognized Owners.

Item 6. Selected Financial Data.

        Incorporated herein by reference to the section entitled "Selected
Financial Data" in the 1997 Annual Report.

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

        Incorporated herein by reference to the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1997 Annual Report.

Item 8. Financial Statements and Supplementary Data.

        Incorporated herein by reference to the financial statements and
supplementary data included in the 1997 Annual Report.

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

        None.



                                      -7-
<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 and the
Recognized Owners have no right to participate in the control of such
operations. The names, titles and ages of the Directors and Executive Officers
of the General Partner as of March 15, 1998 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 and a member of the                                          Until a
                                  Executive Committee of EFG                                           successor
                                  and President and a Director                                          is duly
                                  of the General Partner                                  49           elected
                                                                                                          and
                                                                                                       qualified
Gary D. Engle                     President and Chief Executive
                                  Officer and member of the
                                  Executive Committee of EFG and a
                                  Director of the General Partner                         49

Gary M. Romano                    Executive Vice President and Chief
                                  Operating Officer of EFG and
                                  Clerk of the General Partner                            38

James A. Coyne                    Executive Vice President of EFG                         37

Michael J. Butterfield            Vice President, Finance and Treasurer
                                  of EFG and Treasurer of the
                                  General Partner                                         38

James F. Livesey                  Vice President, Aircraft and Vessels
                                  of EFG                                                  48

Sandra L. Simonsen                Senior Vice President, Information Systems
                                  of EFG                                                  47

Gail D. Ofgant                    Vice President, Lease Operations of EFG                 32
</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



                                      -8-
<PAGE>

         Mr. MacDonald, age 49, is a co-founder, Chairman and a member of the
Executive Committee of EFG and President and a Director of the General Partner.
Mr. MacDonald was also a co-founder, Director and Senior Vice President of EFG's
predecessor corporation from 1980 to 1988. Mr. MacDonald is President of
American Finance Group Securities Corp. and a limited partner in Atlantic
Acquisition Limited Partnership ("AALP") and Old North Capital Limited
Partnership ("ONC"). Prior to co-founding EFG's predecessors, Mr. MacDonald held
various executive and management positions in the leasing and pharmaceutical
industries. Mr. MacDonald holds an M.B.A. from Boston College and a B.A. degree
from the University of Massachusetts (Amherst).

         Mr. Engle, age 49, is President and Chief Executive Officer and a
member of the Executive Committee of EFG and President of AFG Realty
Corporation. Mr. Engle is Vice President and a Director of certain of EFG's
affiliates. On December 16, 1994, Mr. Engle acquired control of EFG, the General
Partner and each of EFG's subsidiaries. Mr. Engle controls the general partner
of AALP and is a limited partner in AALP. Mr. Engle is also a limited partner in
ONC. From 1987 to 1990, Mr. Engle was a principal and co-founder of Cobb
Partners Development, Inc., a real estate and mortgage banking company. From
1980 to 1987, Mr. Engle was Senior Vice President and Chief Financial Officer of
Arvida Disney Company, a large scale community development company owned by Walt
Disney Company. Prior to 1980, Mr. Engle served in various management consulting
and institutional brokerage capacities. Mr. Engle has an M.B.A. from Harvard
University and a B.S. degree from the University of Massachusetts (Amherst).

         Mr. Romano, age 38, is Executive Vice President and Chief Operating
Officer of EFG and certain of its affiliates and Clerk of the General Partner.
Mr. Romano joined EFG in November 1989 and was appointed Executive Vice
President and Chief Operating Officer in April 1996. Prior to joining EFG, Mr.
Romano was Assistant Controller for a privately-held real estate company which
he joined in 1987. Mr. Romano held audit staff and manager positions at Ernst &
Whinney (now Ernst & Young LLP) from 1982 to 1986. Mr. Romano is a C.P.A. and
holds a B.S. degree from Boston College.

         Mr. Coyne, age 37, is Executive Vice President of EFG. Mr. Coyne joined
EFG in 1989, remained until May 1993, and rejoined EFG in November 1994. Mr.
Coyne was appointed Executive Vice President of EFG in September 1997. Mr. Coyne
is a limited partner in AALP and ONC. From May 1993 through November 1994, he
was with the Raymond Company, a private investment firm, where he was
responsible for financing corporate and real estate acquisitions. From 1985
through 1989, Mr. Coyne was affiliated with a real estate investment company and
an equipment leasing company. Prior to 1985 he was with the accounting firm of
Ernst & Whinney (now Ernst & Young LLP). He has a BS in Business Administration
from John Carroll University, a Masters Degree in Accounting from Case Western
Reserve University and is a Certified Public Accountant.

         Mr. Butterfield, age 38, joined EFG in June 1992 and became Vice
President, Finance and Treasurer of EFG and certain of its affiliates in April
1996 and is Treasurer of the General Partner. Prior to joining EFG, Mr.
Butterfield was an Audit Manager with Ernst & Young LLP, which he joined in
1987. Mr. Butterfield was employed in public and industry positions in New
Zealand and London (U.K.) prior to coming to the United States in 1987. Mr.
Butterfield attained his Associate Chartered Accountant (A.C.A.) professional
qualification in New Zealand and has completed his C.P.A. requirements in the
United States. He holds a Bachelor of Commerce degree from the University of
Otago, Dunedin, New Zealand.

         Mr. Livesey, age 48, is Vice President, Aircraft and Vessels, of EFG.
Mr. Livesey joined EFG in October, 1989, and was promoted to Vice President in
January 1992. Prior to joining EFG, Mr. Livesey held sales and marketing
positions with two privately-held equipment leasing firms. Mr. Livesey holds an
M.B.A. from Boston College and B.A. degree from Stonehill College.

         Ms. Simonsen, age 47, joined EFG in February 1990 and was promoted to
Senior Vice President, Information Systems of EFG in April 1996. Prior to
joining EFG, Ms. Simonsen was Vice President, Information Systems with Investors
Mortgage Insurance Company which she joined in 1973. Ms. Simonsen provided
systems consulting for a subsidiary of American International Group and authored
a software program published by IBM. Ms. Simonsen holds a B.A. degree from
Wilson College.

         Ms. Ofgant, age 32, is Vice President, Lease Operations of EFG and
certain of its affiliates. Ms. Ofgant joined EFG in June 1989, and was promoted
to Manager, Lease Operations in April 1994. In April 1996, Ms. Ofgant was
appointed Vice President, Lease Operations. Prior to joining EFG, Ms. Ofgant was
employed by Security Pacific National Trust Company. Ms. Ofgant holds a B.S.
degree in Finance from Providence College.

                                      -9-
<PAGE>

        (f) Involvement in Certain Legal Proceedings

        None.

        (g) Promoters and Control Persons

        See Item 10 (a-b) above.

Item 11. Executive Compensation.

        (a) Cash Compensation

        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 4 to the financial statements included
in Item 14, herein.

        (d) Compensation of Directors

        None.

        (e) 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 have
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).



                                      -10-
<PAGE>

         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 1, 1998.

        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,
1997, 1996 and 1995, which were paid or accrued by the Partnership to EFG or its
Affiliates, are as follows:

<TABLE>
<CAPTION>
                                                   1997       1996        1995
                                                --------    --------    --------
<S>                                             <C>         <C>         <C>
Equipment management fees                       $ 30,066    $ 89,296    $ 93,197
Administrative charges                            58,303      37,037      20,544
Reimbursable operating
     expenses due to third parties                84,399      65,882     108,100
                                                --------    --------    --------
                                Total           $172,768    $192,215    $221,841
                                                --------    --------    --------
                                                --------    --------    --------
</TABLE>

        As provided under the terms of the Management Agreement, EFG is
compensated for its services to the Partnership. Such services include all
aspects of acquisition, management and sale 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 the lesser of (i) 5% of gross operating lease rental revenue and
2% of gross full payout lease rental revenue received by the Partnership or (ii)
fees which the General Partner reasonably believes to be competitive for similar
services for similar equipment. Both of these fees are subject to certain
limitations defined in the Management Agreement. Compensation to EFG for
services connected to the sale of equipment is calculated as the lesser of (i)
3% of gross sale proceeds or (ii) one-half of reasonable brokerage fees
otherwise payable under arm's length circumstances. Payment of the remarketing
fee is subordinated to Payout and is 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.

        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
2 to the financial statements, included in Item 14, herein.

        All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At December 31, 1997, the Partnership was owed $36,232 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in January
1998.

        Atlantic Acquisition Limited Partnership ("AALP") and Old North Capital
Limited Partnership ("ONC"), both Massachusetts limited partnerships formed in
1995 owned and controlled by certain principals of EFG, own 20,888 Units or
4.35% and 1,240 Units or 0.26% of the total outstanding units of the
Partnership, respectively.



                                      -11-
<PAGE>

EFG owns a Class D interest in AALP and a 49% limited partnership interest in
ONC, both of which it acquired in December 1996.

        (b) Certain Business Relationships

        None.

        (c) Indebtedness of Management to the Partnership

        None.

        (d) Transactions with Promoters

        See Item 13(a) above.



                                      -12-
<PAGE>



PART IV

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

        (a)  Documents filed as part of this report:

             (1)         Financial Statements:

<TABLE>
<S>                                                                                            <C>
                         Report of Independent Auditors.........................................*

                         Statement of Financial Position
                         at December 31, 1997 and 1996..........................................*

                         Statement of Operations
                         for the years ended December 31, 1997, 1996 and 1995...................*

                         Statement of Changes in Partners' Capital
                         for the years ended December 31, 1997, 1996 and 1995...................*

                         Statement of Cash Flows
                         for the years ended December 31, 1997, 1996 and 1995...................*

                         Notes to the Financial Statements......................................*

</TABLE>
             (2)         Financial Statement Schedules:

                         None required.

             (3)         Exhibits:

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

           Exhibit
           Number
          ---------

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

           13            The 1997 Annual Report to security holders, a copy of
                         which is furnished for the information of the
                         Securities and Exchange Commission. Such Report, except
                         for those portions thereof which are incorporated
                         herein by reference, is not deemed "filed" with the
                         Commission.

           23            Consent of Independent Auditors.

           99  (a)       Lease agreement with Northwest Airlines, Inc. was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1990 as Exhibit 28 (a)
                         and is incorporated herein by reference.

* Incorporated herein by reference to the appropriate portion of the 1997 Annual
Report to security holders for the year ended December 31, 1997 (see Part II).

          Exhibit
          Number
         ---------

                                      -13-
<PAGE>

           99  (b)       Lease agreement with Consolidated Rail Corporation
                         was filed in the Registrant's Annual Report on Form
                         10-K for the year ended December 31, 1995 as Exhibit 99
                         (c) and is incorporated herein by reference.

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

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

           99  (e)       Lease agreement with Transnet Limited is filed in
                         the Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1997 and is included herein.

(b) Reports on Form 8-K:

        None.



                                      -14-

<PAGE>


                                   SIGNATURES

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

                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

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

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

Date:   March 31, 1998                          Date:     March 31, 1998
     ---------------------------                     ---------------------------


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

Date:   March 31, 1998                          Date:     March 31, 1998
     ---------------------------                     ---------------------------


                                      -15-