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

                                   FORM 10-K/A

(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, 1998
                         -------------------------------------------------------
                                                        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.


                      DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Annual Report to security holders for
                the year ended December 31, 1998 (Part I and II)


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PART IV

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

        (a)  Documents filed as part of this report:

             (1)   Financial Statements:

                   Report of Independent Auditors............................*

                   Statement of Financial Position
                   at December 31, 1998 and 1997.............................*

                   Statement of Operations
                   for the years ended December 31, 1998, 1997 and 1996......*

                   Statement of Changes in Partners' Capital
                   for the years ended December 31, 1998, 1997 and 1996......*

                   Statement of Cash Flows
                   for the years ended December 31, 1998, 1997 and 1996......*

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

             (2)   Financial Statement Schedules:

                   None required.

             (3)   Exhibits:

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

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

          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.

          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.

          2.3      Order Preliminarily Approving Settlement, Conditionally
                   Certifying Settlement Class and Providing for Notice
                   of, and Hearing on, the Proposed Settlement (August 20,
                   1998).

          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).


* Incorporated herein by reference to the appropriate portion of the 1998 Annual
Report to security holders for the year ended December 31, 1998 (see Part II).



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            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)
                   is incorporated herein by reference.

           13      The 1998 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.

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

           99 (f)  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 and is incorporated herein by
                   reference.

           99 (g)  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 and is incorporated herein by reference.


        (b) Reports on Form 8-K

        None.



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                                   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/   Gary D. Engle
   -------------------------------------
Gary D. Engle
President and Chief Executive
Officer of EFG and a Director
of the General Partner
(Principal Executive Officer)



Date:     November 5, 1999
     -----------------------------------


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                                 EXHIBIT INDEX

Exhibit                                                                     Page

  2.1    Plaintiffs' and Defendants' Joint Motion to Modify Order           6-25
         Preliminarily Approving Settlement, Conditionally Certifying
         Settlement Class and Providing for Notice of, and Hearing on,
         the Proposed Settlement.

  2.2    Plaintiffs' and Defendants' Joint Memorandum in Support           26-50
         of Joint Motion to Modify Order Preliminarily Approving
         Settlement, Conditionally Certifying Settlement Class and
         Providing for Notice of, and Hearing on, the Proposed
         Settlement.

  2.3    Order Preliminarily Approving Settlement, Conditionally           51-58
         Certifying Settlement Class and Providing for Notice of,
         and Hearing on, the Proposed Settlement (August 20, 1998).

  2.4    Modified Order Preliminarily Approving Settlement,                59-68
         Conditionally Certifying Settlement Class and Providing for
         Notice of, and Hearing on, the Proposed Settlement
         (March 22, 1999).


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