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

                                    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, 2001
                                               -----------------

                                       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>

                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-K

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


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

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

Item 2.   Properties                                                                              5

Item 3.   Legal Proceedings                                                                       5

Item 4.   Submission of Matters to a Vote of Security Holders                                     8


PART II

Item 5.   Market for the Partnership's Securities and Related Security Holder Matters             9

Item 6.   Selected Financial Data                                                                10

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations  11

Item 7A.  Quantitative and Qualitative Disclosures about Market Risks                            15

Item 8.   Financial Statements and Supplementary Data                                            16

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   35


PART III

Item 10.  Directors and Executive Officers of the Partnership                                    36

Item 11.  Executive Compensation                                                                 37

Item 12.  Security Ownership of Certain Beneficial Owners and Management                         38

Item 13.  Certain Relationships and Related Transactions                                         38


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.

     (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 Restated Agreement, as amended, provides
that  the Partnership would terminate no later than December 31, 2001.  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.

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.

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.

Revenue  from  major individual lessees which accounted for 10% or more of lease
revenue  during the years ended December 31, 2001, 2000 and 1999 is incorporated
herein  by  reference  to  Note 2 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.

In  connection  with  a  preliminary  settlement  agreement  for  a Class Action
Lawsuit,  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.  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.

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 from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $681,955 is recorded as write-down of impaired loan and
interest  receivable  in  the  accompanying Statement of Operations for the year
ended  December  31,  2001.

The  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued interest 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 five of nine properties (two in July
2001, one in October 2001, one in November 2001 and one in February 2002).  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.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the  General  Partner  or  its affiliates.  Since the acquisition of 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  in the Partnership Agreement 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 unintentionally may have engaged, or may in the future, 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.    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.  If the Partnership were determined to
be an unregistered investment company, its business would be adversely affected.
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.


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

Not  applicable.

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

None.

Item  3.  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 August 20, 1998, the court preliminarily approved 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.
Subsequently  an  Amended  Stipulation  of Settlement was approved by the court.
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 remained pending due, in part, to the
complexity  of  the  proposed  settlement pertaining to this class.  On March 6,
2000,  the  court  preliminarily  approved  a  Second  Amended  Stipulation that
modified  certain  of  the  settlement  terms  applying to the settlement of the
Partnership  sub-class  contained  in the Amended Stipulation. The settlement of
the Partnership sub-class was premised on the consolidation of the Partnerships'
net  assets  (the "Consolidation"), subject to certain conditions, into a single
successor  company  ("Newco").  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.


While  the  Court's  August  20,  1998  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, 1999 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,  1998  Order  which  enjoined  the  General  Partners  of  the
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.

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, AmericanIncome 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  asserted  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 securities of
Semele  Group  Inc.  ("Semele")  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.

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." 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, referring the case to mediation and
referring  discovery  to  a  magistrate  judge.  The Defendant's and Plaintiff's
Counsel continued to negotiate toward a settlement and have reached agreement on
a  Revised  Stipulation  of  Settlement (the "Revised Settlement") that does not
involve  a  Consolidation.  As part of the Revised 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. The Revised Settlement also
provides  for  the  liquidation  of  the  Exchange  Partnerships' assets, a cash
distribution  and  the dissolution of the Partnerships including the liquidation
and  dissolution  of this Partnership. The court held a hearing on March 1, 2002
to  consider  the  Revised  Settlement.  After  the hearing, the court issued an
order  preliminarily  approving  the  Revised  Settlement  and providing for the
mailing of notice to the Operating Partnership Sub-Class of a hearing on June 7,
2002  to  determine whether the settlement on the terms and conditions set forth
in the Revised Settlement is fair, reasonable and adequate and should be finally
approved  by  the  court  and  a  final  judgment  entered  in  the  matter.

There can be no assurance that the Revised Settlement of the sub-class involving
the  Exchange  Partnerships  will  receive final Court approval and be effected.
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.  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
$477,000,  of  which  approximately  $297,000 was expensed by the Partnership in
1998  and  additional  amounts of $89,000, $41,000, and $50,000 were expensed by
the  Partnership  in  2001,  2000,  and  1999,  respectively.


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, 2001, 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.  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.

There  were  no  distributions  declared  in  either  2001  or  2000.

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.

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, 2001:
<TABLE>
<CAPTION>



 Summary of Operations            2001         2000        1999        1998        1997
-----------------------------  -----------  ----------  ----------  ----------  ----------
<S>                            <C>          <C>         <C>         <C>         <C>
Lease revenue . . . . . . . .  $  124,095   $  199,293  $  247,818  $  321,107  $  653,111

Total income. . . . . . . . .  $  332,583   $  646,652  $  631,036  $1,155,996  $1,173,599

Interest income . . . . . . .  $  154,149   $  436,825  $  191,695  $  161,990  $  131,193

Net income (loss) . . . . . .  $ (753,914)  $  373,741  $  296,465  $  575,168  $  720,339

Per Unit:
 Net income (loss). . . . . .  $    (1.49)  $     0.73  $     0.59  $     1.14  $     1.42

 Cash distributions declared.  $       --   $       --  $     0.45  $     0.45  $     0.56


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

Total assets. . . . . . . . .  $3,666,687   $4,385,473  $4,069,905  $4,032,879  $3,443,037

Total long-term obligations .  $       --   $       --  $       --  $       --  $       --

Partners' capital . . . . . .  $3,400,214   $4,154,128  $3,780,387  $3,711,398  $3,363,706
</TABLE>





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

                Year ended December 31, 2001 compared to the year
          ended December 31, 2000 and the year ended December 31, 2000
                  compared to the year ended December 31, 1999


Certain  statements in this Form 10-K 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,  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.  Pursuant to the Restated Agreement, as amended, the Partnership was
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 unintentionally may have engaged,
or  may in the future, 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.  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. If the Partnership were determined to
be an unregistered investment company, its business would be adversely affected.
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.


Critical  Accounting  Policies  and  Estimates
----------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the  United States requires the General Partner to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On a regular basis, the General Partner reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation,  allowance  for  doubtful  accounts,  allowance  for  loan  loss,
impairment of long-lived assets and contingencies.  These estimates are based on
the  General  Partner's  historical  experience and on various other assumptions
believed  to  be  reasonable under the circumstances.  Actual results may differ
from  these  estimates  under  different assumptions or conditions.  The General
Partner  believes,  however,  that  the  estimates,  including  those  for  the
above-listed  items,  are  reasonable.

The  General  Partner believes the following critical accounting policies, among
others,  are  subject  to  significant  judgments  and  estimates  used  in  the
preparation  of  these  financial  statements:

Revenue  Recognition:  Rents are payable to the Partnership monthly or quarterly
---------------------
and  no  significant amounts are calculated on factors other than the passage of
time.  The  majority  of the Partnership's leases are accounted for as operating
leases  and  are  noncancellable.  Rents  received  prior to their due dates are
deferred.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  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  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 the 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.

Allowance  for  loan  losses:       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 General Partner
of  the  amount  necessary  to maintain the allowance for loan losses at a level
adequate  to  absorb  probable  losses.

Impairment  of  long-lived  assets:  On  a  regular  basis,  the General Partner
-----------------------------------
reviews  the  net  carrying  value  of  equipment to determine whether it can be
------
recovered  from  undiscounted  future cash flows.  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 and are
reflected  separately  on the accompanying Statement of Operations as write-down
of  equipment.  Inherent  in the Partnership's estimate of net realizable values
are  assumptions regarding estimated future cash flows.  If these assumptions or
estimates  change  in  the  future,  the Partnership could be required to record
impairment  charges  for  these  assets.

Contingencies  and  litigation:  The Partnership is subject to legal proceedings
-------------------------------
involving  ordinary and routine claims related to its business. In addition, the
Partnership  is  also involved in a class action lawsuit. The ultimate legal and
financial  liability  with  respect  to  such  matters  cannot be estimated with
certainty  and  requires  the  use  of  estimates  in  recording liabilities for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with  outside  counsel.  If  estimates  of potential losses
increase  or  the  related  facts  and  circumstances  change in the future, the
Partnership  may  be  required  to  adjust  amounts  recorded  in  its financial
statements.


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

For  the  year ended December 31, 2001, the Partnership recognized lease revenue
of  $124,095, compared to $199,293 and $247,818 for the years ended December 31,
2000  and  1999,  respectively.  The decrease in lease revenue from 1999 to 2001
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.

Interest  income  for  the year ended December 31, 2001 was $154,149 compared to
$436,825  and  $191,695  for  the  years  ended  December  31,  2000  and  1999,
respectively.  Interest  income  is  generated  principally  from  temporary
investment  of  rental  receipts  and  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 included $108,515 and $334,565 for the years ended December 31,
2001  and  2000,  respectively,  earned  on  the  loan  receivable  from Echelon
Residential  Holdings.  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 from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $681,955 is recorded as write-down of impaired loan and
interest  receivable  in  the  year  ended  December  31,  2001.

During  the  year ended December 31, 2001, the Partnership sold equipment with a
net  book  value of $51,038 to existing lessees and third parties which resulted
in  a  net gain, for financial reporting purposes, of $54,339, compared to a net
gain  in  the year ended December 31, 2000 of $10,534, on equipment having a net
book  value of $9,199.  During the year ended December 31, 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.

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  $19,971,  $62,467  and  $64,562  for the years ended
December  31,  2001,  2000  and  1999,  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 the 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 $4,945, $7,482 and $9,848 for the years ended December 31,
2001,  2000  and  1999,  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  $379,626,  $202,962  and $260,161 for the years ended
December  31,  2001,  2000  and  1999,  respectively.  The increase in operating
expenses from 2000 to 2001 is primarily due to an increase in administrative and
professional  service  costs.  For  the  years ended December 31, 2001, 2000 and
1999  operating  expenses  included  approximately $89,000, $41,000 and $50,000,
respectively,  related  to  the  Class Action Lawsuit.  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
a  net cash outflow of $167,691 for the year ended December 31, 2001 compared to
net  cash  inflows  of  $114,671  and  $153,455 for 2000 and 1999, 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  (see  discussion  below).

Cash  realized  from  asset  disposal  transactions  is reported under investing
activities  on  the accompanying Statement of Cash Flows.  During the year ended
December  31, 2001, the Partnership realized $105,377 in equipment sale proceeds
compared to $19,733 and $191,523 in 2000 and 1999, 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,  2001,  the Partnership was due aggregate future minimum lease
payments of $10,735 from contractual lease agreements.  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,  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  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued  interest  discussed  above  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 five of nine properties (two
in  July  2001,  one  in  October 2001, one in November 2001 and one in February
2002).  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.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the  General  Partner  or  its affiliates.  Since the acquisition of 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  in the Partnership Agreement 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  during the years ended December 31, 2001 and 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  when 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.  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 component of the cumulative difference
between  financial  statement income or loss and tax income or loss results from
different  depreciation  policies  for  book  and  tax  purposes.

For  financial reporting purposes, the General Partner has accumulated a capital
deficit  at  December  31,  2001.  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,  2001,  the General Partner had a positive tax capital account
balance.

The  outcome  of  the  Class  Action  Lawsuit  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,  currently  earns  interest  at a fixed annual rate of 14% and will earn 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  2001  was  not material.
However,  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 then
assessment  of  the amount of loss 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 from inception
through  March 31, 2001 and ceased accruing interest on its loan receivable from
Echelon  Residential  Holdings,  effective  April  1,  2001.

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

Financial  Statements:
<TABLE>
<CAPTION>

<S>                                                       <C>
    Report of Independent Certified Public Accountants .  17

    Statement of Financial Position
    at December 31, 2001 and 2000. . . . . . . . . . . .  18

    Statement of Operations
    for the years ended December 31, 2001, 2000 and 1999  19

    Statement of Changes in Partners' Capital
    for the years ended December 31, 2001, 2000 and 1999  20

    Statement of Cash Flows
    for the years ended December 31, 2001, 2000 and 1999  21

    Notes to the Financial Statements. . . . . . . . . .  22

  ADDITIONAL FINANCIAL INFORMATION:

  Schedule of Excess (Deficiency) of Total Cash
  Generated to Cost of Equipment Disposed. . . . . . . .  32

  Statement of Cash and Distributable Cash
  From Operations, Sales and Refinancings. . . . . . . .  33

  Schedule of Costs Reimbursed to the General Partner
  and its Affiliates as Required by Section 10.4 of the
  Amended and Restated Agreement and Certificate
  of Limited Partnership . . . . . . . . . . . . . . . .  34

</TABLE>





<PAGE>

                  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                  --------------------------------------------------


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

We  have audited the accompanying balance sheets of American Income Partners V-D
Limited Partnership as of December 31, 2001 and 2000, 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, 2001. Our audits also included the
financial  statement schedule listed in the Index at Item 14(a). These financial
statements  and schedule are the responsibility of the Partnership's management.
Our  responsibility  is  to express an opinion on these financial statements and
schedule  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,  2001  and  2000, and the results of its
operations  and  its  cash flows for each of the three years in the period ended
December  31,  2001, in conformity with accounting principles generally accepted
in  the  United  States.  Also,  in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a  whole,  presents  fairly  in  all material respects the information set forth
therein.

Our  audits  were  conducted  for the purpose of forming an opinion on the basic
financial  statements  taken  as  a whole.  The Additional Financial Information
identified  in  the  Index  at  Item  8  is presented for purposes of additional
analysis  and  is  not  a required part of the basic financial statements.  Such
information  has been subjected to the auditing procedures applied in our audits
of  the  basic financial statements and, in our opinion, is fairly stated in all
material  respects  in  relation  to  the  basic financial statements taken as a
whole.

     /S/  ERNST  &  YOUNG  LLP

Tampa,  Florida
March  26,  2002

<PAGE>


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>


                                                              2001         2000
ASSETS
<S>                                                        <C>          <C>

Cash and cash equivalents                                  $1,164,045   $1,226,359
Rents receivable                                                2,333       10,731
Accounts receivable - affiliate                                 8,246       12,809
Prepaid expenses                                                  938            -
Interest receivable - loan, net of allowance of $443,080
  at December 31, 2001                                              -      334,565
Loan receivable, net of allowance of $238,875
  at December 31, 2001                                      2,491,125    2,730,000
Equipment at cost, net of accumulated depreciation
  of $496,326 and $1,003,736 at December 31, 2001
  and 2000, respectively                                            -       71,009
                                                           -----------  -----------

      Total assets                                         $3,666,687   $4,385,473
                                                           ===========  ===========


LIABILITIES AND PARTNERS' CAPITAL

Accrued liabilities                                        $  240,995   $  216,360
Accrued liabilities - affiliate                                25,478       14,985
                                                           -----------  -----------
     Total liabilities                                        266,473      231,345
                                                           -----------  -----------

Partners' capital (deficit):
   General Partner                                           (362,043)    (324,347)
   Limited Partnership Interests
   (480,227 Units; initial purchase price of $25 each)      3,762,257    4,478,475
                                                           -----------  -----------
     Total partners' capital                                3,400,214    4,154,128
                                                           -----------  -----------

     Total liabilities and partners' capital               $3,666,687   $4,385,473
                                                           ===========  ===========
</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, 2001, 2000 AND 1999


<TABLE>
<CAPTION>

                                                         2001        2000      1999
<S>                                                   <C>          <C>       <C>
INCOME

Lease revenue                                         $  124,095   $199,293  $247,818
Interest income                                           45,634    102,260   191,695
Interest income - loan                                   108,515    334,565         -
Gain on sale of equipment                                 54,339     10,534   191,523
                                                      -----------  --------  --------
  Total income                                           332,583    646,652   631,036
                                                      -----------  --------  --------

EXPENSES

Depreciation                                              19,971     62,467    64,562
Equipment management fees - affiliate                      4,945      7,482     9,848
Operating expenses - affiliate                           379,626    202,962   260,161
Write-down of impaired loan and interest receivable      681,955          -         -
                                                      -----------  --------  --------
  Total expenses                                       1,086,497    272,911   334,571
                                                      -----------  --------  --------

Net income (loss)                                     $ (753,914)  $373,741  $296,465
                                                      ===========  ========  ========



Net income (loss) per limited partnership unit        $    (1.49)  $   0.73  $   0.59
                                                      ===========  ========  ========
Cash distributions declared
   per limited partnership unit                       $       --   $     --  $   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, 2001, 2000 AND 1999



<TABLE>
<CAPTION>

                                 General
                                 Partner    Limited Partners
                                  Amount         Units          Amount        Total
                                ----------  ----------------  -----------  -----------
<S>                             <C>         <C>               <C>          <C>
 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               18,687                  -     355,054      373,741
                                ----------  ----------------  -----------  -----------

 Balance at December 31, 2000    (324,347)           480,227   4,478,475    4,154,128

   Net loss - 2001                (37,696)                 -    (716,218)    (753,914)
                                ----------  ----------------  -----------  -----------

 Balance at December 31, 2001   $(362,043)           480,227  $3,762,257   $3,400,214
                                ==========  ================  ===========  ===========
</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, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                             2001          2000         1999
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                       <C>          <C>           <C>
Net income (loss)                                         $ (753,914)  $   373,741   $  296,465
Adjustments to reconcile net income (loss) to net
 cash provided by (used in) operating activities:
  Depreciation                                                19,971        62,467       64,562
  Gain on sale of equipment                                  (54,339)      (10,534)    (191,523)
  Write-down of impaired loan and interest receivable        681,955             -            -
Changes in assets and liabilities:
  Rents receivable                                             8,398        (3,910)      31,659
  Accounts receivable - affiliate                              4,563        28,776      (15,745)
  Prepaid expenses                                              (938)            -            -
  Interest receivable - loan                                (108,515)     (334,565)           -
  Accrued liabilities                                         24,635        (8,576)     (33,564)
  Accrued liabilities - affiliate                             10,493         7,272        1,601
                                                          -----------  ------------  -----------
    Net cash provided by (used in) operating activities     (167,691)      114,671      153,455
                                                          -----------  ------------  -----------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                105,377        19,733      191,523
Loan receivable                                                    -    (2,730,000)           -
                                                          -----------  ------------  -----------
    Net cash provided by (used in) investing activities      105,377    (2,710,267)     191,523
                                                          -----------  ------------  -----------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

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

Net increase (decrease) in cash and cash equivalents         (62,314)   (2,652,465)     117,502
Cash and cash equivalents at beginning of year             1,226,359     3,878,824    3,761,322
                                                          -----------  ------------  -----------
Cash and cash equivalents at end of year                  $1,164,045   $ 1,226,359   $3,878,824
                                                          ===========  ============  ===========
</TABLE>













    The accompanying notes are an integral part of these financial statements

<PAGE>
======
                                       30
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
                        NOTES TO THE FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


NOTE  1  -  ORGANIZATION  AND  PARTNERSHIP  MATTERS
---------------------------------------------------

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").

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  based  upon  acquisitions  of equipment and revenues from
leases.

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.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Cash  and  Cash  Equivalents
----------------------------

The  Partnership  classifies  as cash and cash equivalent amounts on deposits in
banks  and  liquid investment instruments purchased with an original maturity of
three  months  or  less.

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.
Future  minimum  rents  of  $10,735  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>    <C>
  For the year ending December 31,   2002  $ 6,780
                                     2003    3,955
                                           -------

..                                   Total  $10,735
                                           =======
</TABLE>



Revenue  from  major individual lessees which accounted for 10% or more of lease
revenue  during  the years ended December 31, 2001, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>

<S>                               <C>      <C>      <C>
                                     2001     2000     1999
                                  -------  -------  -------

Awin Leasing Company, Inc. . . .  $60,536  $82,744  $84,778
Continental Food Packaging, Inc.  $12,800  $27,667  $26,831
Tenneco Packaging Company. . . .  $12,789  $    --  $32,153
Ford Motor Company . . . . . . .  $12,705  $23,245  $32,915
Mobil Oil Corporation. . . . . .  $    --  $28,270  $30,690

</TABLE>



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

The  preparation  of  the  financial  statements  in  conformity with accounting
principles generally accepted in the United States 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 the
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.

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.

Impairment  of  Long-Lived  Assets
----------------------------------
The  carrying  values  of long-lived assets are reviewed for impairment whenever
events  or  changes in circumstances indicate that the recorded value may not be
recoverable.  If  this  review  results in an impairment, as determined based on
the  estimated  undiscounted  cash  flow,  the  carrying  value  of  the related
long-lived  asset  is  adjusted  to  fair  value.
Accrued  Liabilities  -  Affiliate
----------------------------------

Unpaid  operating  expenses paid by EFG on behalf of the Partnership and accrued
but  unpaid  administrative  charges and management fees are reported as Accrued
Liabilities  -  Affiliate.
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.  The
Defendant's  and  Plaintiff's  Counsel have negotiated a Revised Settlement.  As
part  of  the  Revised  Settlement,  EFG has agreed to buy the loans made by the
Partnership  and  10  affiliated partnerships (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.  The  Revised Settlement also provides for the liquidation of the Exchange
Partnerships'  assets,  a  cash  distribution  and  the  dissolution  of  the
Partnerships  including the liquidation and dissolution of this Partnership. The
court held a hearing on March 1, 2002 to consider the Revised Settlement.  After
the  hearing,  the  court  issued  an  order preliminarily approving the Revised
Settlement  and providing for the mailing of notice to the Operating Partnership
Sub-Class  of  a  hearing on June 7, 2002 to determine whether the settlement on
the terms and conditions set forth in the Revised Settlement is fair, reasonable
and  adequate  and  should be finally approved by the court and a final judgment
entered  in  the  matter.  The  Partnership's  estimated  exposure  for  costs
anticipated  to be incurred in pursuing the settlement proposal is approximately
$477,000  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.  The  Partnership  expensed
approximately $297,000 for these costs in 1998 following the Court's approval of
the  initial  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  $89,000, $41,000 and $50,000 for such costs in 2001,
2000  and  1999,  respectively.

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 unintentionally may have engaged, or may in the future, 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.  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. If the Partnership were determined to
be an unregistered investment company, its business would be adversely affected.
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 6 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, 2001
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.

New  Accounting  Pronouncements
-------------------------------

Statement  of  Financial  Accounting  Standards No. 141, "Business Combinations"
("SFAS  No.  141"),  requires  the  purchase  method  of accounting for business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interests  method.  The Partnership believes the adoption of SFAS No.
141  has  not  had  a  material  impact  on  its  financial  statements.

Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets"  ("SFAS  No. 142"), was issued in July 2001 and is effective
January  1, 2002.  SFAS No. 142 requires, among other things, the discontinuance
of  goodwill  amortization.  SFAS  No.  142  also  includes  provisions  for the
reclassification  of  certain  existing  recognized  intangibles  as  goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles,
reclassification of certain intangibles out of previously reported goodwill, and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS  No. 142 requires the Partnership to complete a
transitional goodwill impairment test six months from the date of adoption.  The
Partnership  believes  the  adoption  of  SFAS  No. 142 will not have a material
impact  on  its  financial  statements.

Statement  of  Financial  Accounting  Standards  No.  144  "Accounting  for  the
Impairment  or  Disposal  of  Long-Lived Assets" ("SFAS No. 144"), was issued in
October  2001  and replaces Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of".  The accounting model for long-lived assets to be disposed of
by sale applies to all long-lived assets, including discontinued operations, and
replaces  the  provisions  of  Accounting  Principles  Bulletin  Opinion No. 30,
"Reporting  Results  of  Operations  -  Reporting  the  Effects of Disposal of a
Segment  of  a  Business", for the disposal of segments of a business.  SFAS No.
144  requires  that  those  long-lived  assets  be  measured at the lower of the
carrying  amount or fair value less cost to sell, whether reported in continuing
operations  or  in  discontinued operations.  Therefore, discontinued operations
will  no  longer  be  measured  at  net  realizable value or include amounts for
operating  losses  that  have  not yet occurred.  SFAS No. 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations  that  can be distinguished from the rest of the entity and that will
be  eliminated  from  the  ongoing  operations  of  the  entity  in  a  disposal
transaction.  The  provisions  of  SFAS  No.  144  are  effective  for financial
statements  issued  for  fiscal  years  beginning  after  December 15, 2001 and,
generally, are to be applied prospectively.    The Partnership believes that the
adoption  of  SFAS  No.  144  will  not  have a material impact on its financial
statements.


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

The following is a summary of equipment owned by the Partnership at December 31,
2001.  Remaining  Lease  Term  (Months), as used below, represents the number of
months  remaining  from  December  31,  2001  under  contracted  lease terms.  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.
<TABLE>
<CAPTION>

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

Materials handling                                       0  $  151,345   MI/MN/NE/NY/OH/WA
Research and test                                        0     105,805   Off Lease
Manufacturing                                           19      95,460   NJ
Motor vehicles                                          19      64,367   NJ
Tractors and heavy duty trucks                          19      46,921   NJ
Construction and mining                                  0      31,282   AL
Computer and peripherals                                 0       1,146   TX
                                                            -----------
   Total equipment cost . . . . . . . . . . .            -     496,326
   Accumulated depreciation        .                     -    (496,326)
                                                            -----------
   Equipment, net of accumulated depreciation            -  $       --
                                                            ===========
</TABLE>



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 $106,000 at December 31,
2001.  The  General  Partner  is  actively  seeking  the sale or re-lease of all
equipment  not  on  lease.

NOTE  4  -  LOAN  RECEIVABLE
----------------------------
On  March  8, 2000, the Exchange Partnerships collectively loaned $32 million to
Echelon  Residential  Holdings  LLC  (''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 the general
partner  of  EFG.  In  addition,  certain affiliates of the General Partner made
loans  to  Echelon  Residential  Holdings  in  their  individual  capacities.
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  in  the  Partnership  Agreement  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  original loan was $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.  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, 2001
and  2000, and for the year ended December 31, 2001 and the period March 8, 2000
(commencement  of  operations)  through  December  31,  2000  is  as  follows:
<TABLE>
<CAPTION>

                                             2001           2000
                                         -------------  ------------
<S>                                      <C>            <C>
 Total assets  .. . . . . . . . . . . .  $ 85,380,902   $68,580,891
 Total liabilities  . . . . . . . . . .  $ 94,352,739   $70,183,162
 Minority interest  . . . . . . . . . .  $  1,570,223   $ 2,257,367
 Total deficit   .. . . . . . . . . . .  $(10,542,060)  $(3,859,638)

 Total revenues  .. . . . . . . . . . .  $ 14,564,771   $ 5,230,212
 Total expenses, minority interest
   and equity in loss of unconsolidated
   joint venture. . . . . . . . . . . .  $ 23,137,076   $11,936,238
 Net loss  .. . . . . . . . . . . . . .  $ (8,572,305)  $(6,706,026)
</TABLE>



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 from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $681,955 is recorded as write-down of impaired loan and
interest  receivable  in  the  year  ended  December  31,  2001.

The  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued interest 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 five of nine properties (two in July
2001, one in October 2001, one in November 2001 and one in February 2002).  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.


NOTE  5  -  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, 2001, 2000 and
1999,  which  were  paid or accrued by the Partnership to EFG or its Affiliates,
are  as  follows:
<TABLE>
<CAPTION>

<S>                              <C>       <C>       <C>
                                     2001      2000      1999
                                 --------  --------  --------

Equipment management fees . . .  $  4,945  $  7,482  $  9,848
Administrative charges. . . . .    65,598    92,781   101,381
Reimbursable operating expenses
 due to third parties
                                  314,028   110,181   158,780
                                 --------  --------  --------
 Total. . . . . . . . . . . . .  $384,571  $210,444  $270,009
                                 ========  ========  ========
</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 2,
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, 2001, the
Partnership  was  owed  $8,246  by  EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Partnership  in  January  2002.

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, Chief
Executive  Officer,  sole  shareholder  and  Director  of EFG's general partner.


NOTE  6  -  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,  2001,  the General Partner had a positive tax capital account
balance.

The  following  is  a  reconciliation  between  net  income  (loss) reported for
financial  statement  and  federal  income  tax reporting purposes for the years
ended  December  31,  2001,  2000  and  1999:
<TABLE>
<CAPTION>

<S>                                        <C>         <C>       <C>
                                                2001       2000      1999
                                           ----------  --------  --------

Net income (loss) . . . . . . . . . . . .  $(753,914)  $373,741  $296,465
 Write-down of loan receivable. . . . . .    238,875         --        --
 Financial statement depreciation in
           excess of tax depreciation . .         --     25,666    25,906
 Deferred rental income . . . . . . . . .         --         --        --
 Other. . . . . . . . . . . . . . . . . .     58,845      5,490    46,380
                                           ----------  --------  --------
Net income (loss) for federal income tax
 reporting purposes . . . . . . . . . . .  $(456,194)  $404,897  $368,751
                                           ==========  ========  ========
</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,  2001  and  2000:

<TABLE>
<CAPTION>

<S>                                                           <C>         <C>
                                                                    2001        2000
                                                              ----------  -----------

Partners' capital. . . . . . . . . . . . . . . . . . . . . .  $3,400,214  $4,154,128
     Add back selling commissions and organization
      and offering costs . . . . . . . . . . . . . . . . . .   1,345,638   1,345,638
     Cumulative difference between federal income tax
      and financial statement income (loss). . . . . . . . .     242,160     (55,560)
                                                              ----------  -----------
Partners' capital for federal income tax reporting purposes.  $4,988,012  $5,444,206
                                                              ==========  ===========
</TABLE>



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

NOTE  7  -  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 August 20, 1998, the court preliminarily approved 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.
Subsequently  an  Amended  Stipulation  of Settlement was approved by the court.
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 remained pending due, in part, to the
complexity  of  the proposed settlement pertaining to this class. The settlement
of  the  Partnership  sub-class  was  premised  on  the  consolidation  of  the
Partnerships'  net  assets (the "Consolidation"), subject to certain conditions,
into  a  single  successor  company.  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  Securities  and  Exchange  Commission  review process was completed.

On May 15, 2001, Defendants' Counsel reported to the court that, notwithstanding
the parties' best efforts, the review of the solicitation statement by the staff
of  the  SEC  in  connection  with  the  proposed settlement of the Class Action
Lawsuit had not been completed.  Nonetheless, the Defendants stated their belief
that  the  parties  should  continue to pursue the court's final approval of the
proposed  settlement.

Plaintiffs' Counsel also reported that the SEC review has not been concluded and
that  they  had 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  intended  to  seek  court  approval  to  immediately  resume  active
prosecution  of  the claims of the Plaintiffs. Subsequently, the court issued an
order 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  continued  to  negotiate  toward  a
settlement  and  have  reached  agreement on a Revised Stipulation of Settlement
(the "Revised Settlement") that does not involve a Consolidation. As part of the
Revised  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.  The  Revised  Settlement  also  provides  for  the
liquidation  of  the  Exchange Partnerships' assets, a cash distribution and the
dissolution  of  the  Partnerships  including the liquidation and dissolution of
this  Partnership.  The  court  held  a hearing on March 1, 2002 to consider the
Revised  Settlement.  After the hearing, the court issued an order preliminarily
approving  the Revised Settlement and providing for the mailing of notice to the
Operating  Partnership  Sub-Class  of  a  hearing  on  June 7, 2002 to determine
whether  the  settlement  on  the  terms and conditions set forth in the Revised
Settlement  is  fair,  reasonable and adequate and should be finally approved by
the court and a final judgment entered in the matter.    The Partnership's share
of  legal  fees  and  expenses  related  to  the  Class  Action  Lawsuit and the
Consolidation was estimated to be approximately $477,000, of which approximately
$297,000  was  expensed  by  the  Partnership  in 1998 and additional amounts of
$89,000,  $41,000,  and  $50,000 were expensed by the Partnership in 2001, 2000,
and  1999,  respectively.


NOTE  8  -  QUARTERLY  RESULTS  OF  OPERATIONS  (Unaudited)
-----------------------------------------------------------

The  following is a summary of the quarterly results of operations for the years
ended  December  31,  2001  and  2000:

                                        Three Months Ended

<TABLE>
<CAPTION>

                             March 31,    June 30,    September 30,    December 31,     Total
                             ----------  ----------  ---------------  --------------  ----------
<S>                          <C>         <C>         <C>              <C>             <C>
                                   2001
                             ----------
Total lease revenue          $   34,863  $  33,156   $       38,669   $      17,407   $ 124,095
Net income (loss) . . . . .      61,640   (752,096)         (44,387)        (19,071)   (753,914)
Net income (loss) per
  limited partnership unit.        0.12      (1.49)           (0.09)          (0.04)      (1.49)

                                   2000
                             ----------
Total lease revenue . . . .  $   51,065  $  51,772   $       45,424   $      51,032   $ 199,293
Net income. . . . . . . . .      66,960    116,849           66,605         123,327     373,741
Net income per
  limited partnership unit.        0.13       0.23             0.13            0.24        0.73
</TABLE>



The Partnership's net loss in the three months ended June 30, 2001, is primarily
the  result  of  a  write-down of the impaired loan and interest receivable from
Echelon  Residential  Holdings  of  $681,955.


<PAGE>
------




                        ADDITIONAL FINANCIAL INFORMATION


<PAGE>


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

         SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
                              OF EQUIPMENT DISPOSED

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999


The  Partnership  classifies  all rents from leasing equipment as lease revenue.
Upon  expiration  of the primary lease terms, equipment may be sold, rented on a
month-to-month  basis  or re-leased for a defined period under a new or extended
lease  agreement.  The  proceeds  generated  from  selling  or  re-leasing  the
equipment,  in  addition  to  any  month-to-month  revenue,  represent the total
residual  value  realized  for each item of equipment.  Therefore, the financial
statement gain or loss, which reflects 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,  may  not  reflect  the aggregate residual proceeds
realized  by  the  Partnership  for  such  equipment.

The following is a summary of cash excess associated with equipment dispositions
occurring  in  the  years  ended  December  31,  2001,  2000  and  1999:

<TABLE>
<CAPTION>


                                                   2001      2000       1999
                                                 --------  --------  ----------
<S>                                              <C>       <C>       <C>
Rents earned prior to disposal of
  equipment, net of interest charges             $797,316  $143,799  $1,485,102

Sale proceeds realized upon
  disposition of equipment                        105,377    19,733     191,523
                                                 --------  --------  ----------

Total cash generated from rents
  and equipment sale proceeds                     902,693   163,532   1,676,625

Original acquisition cost of equipment disposed   578,419    94,080     708,469
                                                 --------  --------  ----------

Excess of total cash generated to cost
  of equipment disposed                          $324,274  $ 69,452  $  968,156
                                                 ========  ========  ==========
</TABLE>




<PAGE>
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

            STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
                             SALES AND REFINANCINGS

                      FOR THE YEAR ENDED DECEMBER 31, 2001


<TABLE>
<CAPTION>


                                                             .          Sales and
                                                         Operations   Refinancings      Total
                                                        ------------  -------------  -----------
<S>                                                     <C>           <C>            <C>
Net income (loss)                                       $  (808,253)  $      54,339  $ (753,914)

Add:
  Depreciation                                               19,971               -      19,971
  Management fees                                             4,945               -       4,945
  Write-down of impaired loan and interest receivable       681,955               -     681,955
  Book value of disposed equipment                                -          51,038      51,038
                                                        ------------  -------------  -----------
  Cash from operations, sales and refinancings             (101,382)        105,377       3,995

Less:
  Management fees                                            (4,945)              -      (4,945)
                                                        ------------  -------------  -----------

  Distributable cash from operations,
    sales and refinancings                                 (106,327)        105,377        (950)

Other sources and uses of cash:
  Cash and cash equivalents at beginning of year          1,226,359               -   1,226,359
  Net change in receivables and accruals                    (61,364)              -     (61,364)
                                                        ------------  -------------  -----------

Cash and cash equivalents at end of year                $ 1,058,668   $     105,377  $1,164,045
                                                        ============  =============  ===========
</TABLE>






<PAGE>
                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                       SCHEDULE OF COSTS REIMBURSED TO THE
                 GENERAL PARTNER AND ITS AFFILIATES AS REQUIRED
                   BY SECTION 10.4 OF THE AMENDED AND RESTATED
                AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

                      FOR THE YEAR ENDED DECEMBER 31, 2001




For  the  year  ended  December 31, 2001, the Partnership reimbursed the General
Partner  and  its  Affiliates  for  the  following  costs:



     Operating  expenses     $     344,498


<PAGE>
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,  2002  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 the general                         .  Until a
..                       partner of EFG and a Director                   .  successor
..                       of the General Partner                         53  is duly
..                                                                  .    .  elected
Gary D. Engle           President and Chief Executive                   .  and
..                       Officer of the general partner of EFG           .  qualified
..                       and President and a Director                    .
..                       of the General Partner                         53

Michael J. Butterfield  Executive Vice President and Chief
..                       Operating Officer of the general partner
..                       of EFG and Treasurer of the General Partner    42

Gail D. Ofgant          Senior Vice President, Lease Operations
..                       of the general partner of EFG and
..                       Senior Vice President of the General Partner   36
</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 53, has been a Director of the General Partner since 1987 and
--------------------------------------------------------------------------------
served  as  its  President from 1988 through August 2001.  Mr. MacDonald is also
--------------------------------------------------------------------------------
Chairman  of  the  Board  of  the  general  partner of EFG.   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.  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  53,  is Director and President of the General Partner and sole
--------------------------------------------------------------------------------
shareholder,  Director,  President  and  Chief  Executive  Officer  of  Equis
-----------------------------------------------------------------------------
Corporation,  the  general partner of EFG.  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 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  42, has served as Treasurer of the General Partner since
--------------------------------------------------------------------------------
1996.  Joining  EFG  in  June  1992, Mr. Butterfield is currently Executive Vice
--------------------------------------------------------------------------------
President,  Chief  Operating Officer, Treasurer and Clerk of the general partner
--------------------------------------------------------------------------------
of EFG.  Mr. Butterfield is also Chief Financial Officer and Treasurer of Semele
--------------------------------------------------------------------------------
and  Vice  President, Finance and Clerk of Equis/Echelon Management Corporation,
--------------------------------------------------------------------------------
the  manager  of Echelon Residential LLC.  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 36, has served as Senior Vice President of the General Partner
--------------------------------------------------------------------------------
since 1997.  Ms. Ogant joined EFG in July 1989 and held various positions in the
--------------------------------------------------------------------------------
organization before becoming Senior Vice President of the general partner of EFG
--------------------------------------------------------------------------------
in  1998.  Ms.  Ofgant  is  Senior  Vice  President  and  Assistant  Clerk  of
------------------------------------------------------------------------------
Equis/Echelon  Management  Corporation,  the manager of Echelon Residential LLC.
--------------------------------------------------------------------------------
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 5 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, 2002.

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, 2001, 2000 and
1999,  which  were  paid or accrued by the Partnership to EFG or its Affiliates,
are  as  follows:
<TABLE>
<CAPTION>

<S>                                                     <C>       <C>       <C>
                                                            2001      2000      1999
                                                        --------  --------  --------

Equipment management fees. . . . . . . . . . . . . . .  $  4,945  $  7,482  $  9,848
Administrative charges . . . . . . . . . . . . . . . .    65,598    92,781   101,381
Reimbursable operating expenses
   due to third parties. . . . . . . . . . . . . . . .   314,028   110,181   158,780
                                                        --------  --------  --------

                                       Total         .  $384,571  $210,444  $270,009
                                                        ========  ========  ========
</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 2
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, 2001, the
Partnership  was  owed  $8,246  by  EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Partnership  in  January  2002.

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, Chief
Executive  Officer,  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:

     (1)     All  Financial  Statements:

The  financial  statements  are  filed  as  part  of  this  report  under Item 8
"Financial  Statements  and  Supplementary  Data".


     (2)     Financial  Statement  Schedules:

Schedule  II  -  Valuation  and  Qualifying  Accounts:
<TABLE>
<CAPTION>

<S>                                <C>
Allowance for interest receivable
---------------------------------
   Balance at December 31, 2000    $      -
   Additions to allowance           443,080
                                   --------
   Balance at December 31, 2001    $443,080
                                   ========

Allowance for loan receivable
---------------------------------
   Balance at December 31, 2000    $      -
   Additions to allowance           238,875
                                   --------
   Balance at December 31, 2001    $238,875
                                   ========
</TABLE>



All  other  schedules  for  which provision is made in the applicable accounting
regulation  of the Securities and Exchange Commission are not required under the
related  instructions  or  are  inapplicable  and  therefore  have been omitted.

     (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:

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 as Exhibit 2.7 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)  was filed in the Registrant's Annual Report on Form 10-K/A, Amendment No.
2,  for  the  year  ended  December  31, 2000 as Exhibit 2.8 and is incorporated
herein  by  reference.


2.9     Plaintiffs'  and  Defendants'  Joint  Motion for Preliminary Approval of
Revised  Stipulation  of  Settlement  and  request  for  hearing is filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 as
Exhibit  2.9  and  is  included  herein.

2.10     Plaintiffs' and Defendants' Joint Memorandum in Support of Joint Motion
for  Preliminary  Approval  of Revised Stipulation of Settlement is filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 as
Exhibit  2.10  and  is  included  herein.

2.11     Order  Preliminarily  Approving  Settlement,  Conditionally  Certifying
Settlement  Class  and  Providing  for  Notice  of, and Hearing on, the Proposed
Settlement  (March  1,  2002) is filed in the Registrant's Annual Report on Form
10-K  for  the  year  ended  December  31,  2001 as Exhibit 2.11 and is included
herein.

     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.

     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, 2001 and 2000 and for the year ended December 31, 2001 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 the general partner of EFG                 President and Chief Executive Officer
and a Director of the General Partner                  of the general partner of EFG,
..                                                      and President and a Director of
..                                                      the General Partner
..                                                      (Principal Executive Officer)




Date: March 29, 2002                                   Date: March 29, 2002
-----------------------------------------------------  --------------------------------------




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



Date: March 29, 2002
-----------------------------------------------------
</TABLE>
















<PAGE>