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

                                   FORM 10-Q/A


                                   (Mark One)

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

                   For the quarterly period ended  June 30, 2002
                                                   -------------

                                       OR

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

                    For the transition period from to       .
                                                     --------


                           Commission File No. 0-25648

                             AFG INVESTMENT TRUST D
                             ----------------------
             (Exact name of registrant as specified in its charter)


     Delaware                                                    04-3157233
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

         1050 Waltham Street, Suite 310, Lexington, MA            02421
   (Address of principal executive offices)                        (Zip Code)

Registrant's  telephone  number,  including  area  code     (781)  676-0009
                                                        -------------------

88  Broad  Street,  Boston,  MA    02110
----------------------------------------
(Former  name,  former  address  and  former  fiscal year, if changed since last
report.)

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
   -----



<PAGE>


                             AFG INVESTMENT TRUST D

                                   FORM 10-Q/A

                                      INDEX





<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION:                                                         Page
                                                                                       ----
<S>                                                                                    <C>
     Item 1. Financial Statements

                Statement of Financial Position
                at June 30, 2002 (Restated) and December 31, 2001                         3

                Statement of Operations
                for the three and six months ended June 30, 2002 (Restated) and 2001      4

                Statement of Changes in Participants' Capital
                for the six months ended June 30, 2002 (Restated)                         5

                Statement of Cash Flows
                for the six months ended June 30, 2002 (Restated) and 2001                6

                Notes to the Financial Statements                                         7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                     20

     Item 3. Quantitative and Qualitative Disclosures about Market Risk                  30


PART II. OTHER INFORMATION:

     Item 1 - 6                                                                          31
</TABLE>


















<PAGE>

                             AFG INVESTMENT TRUST D

                         STATEMENT OF FINANCIAL POSITION

                       JUNE 30, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                             June  31,      December 31,
                                                                2002            2001
                                                             (Restated)
                                                            ------------    ------------
ASSETS
<S>                                                         <C>           <C>

Cash and cash equivalents                                  $   435,922   $   1,887,691
Rents receivable                                               876,745         575,135
Accounts receivable - affiliate                                 34,946          62,305
Loan receivable - EFG/Kettle Development LLC                   142,685         171,867
Investment - affiliate                                         552,813         552,813
Interest in EFG/Kettle Development LLC                       3,730,380       3,823,330
Interest in EFG Kirkwood LLC                                 2,818,251       2,252,054
Interest in MILPI Holdings, LLC                             10,529,245       9,019,670
Interest in C & D IT LLC                                     1,000,000               -
Investments - other                                            210,848         210,848
Other assets, net of accumulated amortization
  of $133,667 and $78,305 at June 30, 2002
  and December 31, 2001, respectively                          460,715         490,262
Equipment at cost, net of accumulated depreciation
  of $32,033,778 and $31,024,959 at June 30, 2002
  and December 31, 2001, respectively                       24,505,281      27,375,222
                                                           ------------  --------------

      Total assets                                         $45,297,831   $  46,421,197
                                                           ============  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                              $23,126,349   $  24,070,114
Note payable - affiliate                                       589,105               -
Accrued interest                                               415,612         251,022
Accrued liabilities                                            565,116         140,270
Accrued liabilities - affiliates                                38,774         156,233
Deferred rental income                                         289,553         289,553
Other liabilities                                            1,557,996       1,557,996
                                                           ------------  --------------
     Total liabilities                                      26,582,505      26,465,188
                                                           ------------  --------------


Participants' capital (deficit):
   Managing Trustee                                            (17,891)        (83,064)
   Special Beneficiary                                               -               -
   Class A Beneficiary interests (1,934,755 interests;
     initial purchase price of $25 each)                    20,348,539      21,654,395
   Class B Beneficiary interests (3,142,083 interests;
     initial purchase price of $5 each)                              -               -
   Treasury interests (154,275 Class A interests at cost)   (1,615,322)     (1,615,322)
                                                           ------------  --------------
     Total participants' capital                            18,715,326      19,956,009
                                                           ------------  --------------

     Total liabilities and participants' capital           $45,297,831   $  46,421,197
                                                           ============  ==============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

<PAGE>
                             AFG INVESTMENT TRUST D

                             STATEMENT OF OPERATIONS

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      For the three months ended           For the six months ended
                                                              June 30,                               June 30,
                                                                                              2002
                                                      2002                  2001           (Restated)           2001
                                              ------------------  -----------------  -----------------  ----------------
INCOME
<S>                                           <C>                 <C>                <C>                <C>
Lease revenue                                 $      1,219,898   $      1,403,370   $     2,519,851   $       2,737,677
Interest income                                          4,178             40,516             9,060             114,293
Gain on sale of equipment                              342,888              9,368           351,388             420,747
Other income                                                 -             72,724                 -             112,415
  Total income                                       1,566,964          1,525,978         2,880,299           3,385,132
--------------------------------------------

EXPENSES

Depreciation and amortization                        1,227,943          1,341,050         2,439,667           2,691,443
Write-down of equipment                                483,648                  -           483,648                   -
Interest expense                                       541,795            631,046         1,106,298           1,233,546
Interest expense - affiliate                             6,524                  -             9,750                   -
Management fees - affiliates                           106,145            109,140           214,878             206,869
Operating expenses                                     764,595            321,817           866,334             763,102
  Total expenses                                     3,130,650          2,403,053         5,120,575           4,894,960
--------------------------------------------

EQUITY INTERESTS

Equity in net income (loss) of EFG/Kettle
  Development LLC                                        6,885           (438,312)          (92,950)           (496,403)
Equity in net income (loss) of EFG
  Kirkwood LLC                                        (535,335)          (438,083)          566,197             740,429
Equity in net income of MILPI Holdings, LLC            303,013             75,895           526,346             116,532
  Total income (loss) from equity interests           (225,437)          (800,500)          999,593             360,558
--------------------------------------------
Net loss                                      $     (1,789,123)  $     (1,677,575)  $    (1,240,683)  $      (1,149,270)

         ---                                               ---
Net loss
   per Class A Beneficiary Interest           $          (0.85)  $          (0.79)  $         (0.67)  $           (0.59)
   per Class B Beneficiary Interest           $          (0.03)  $          (0.03)  $             -   $               -
                                              =================  =================  ================  ==================
Cash distributions declared
   per Class A Beneficiary Interest           $              -   $              -   $             -   $               -
   per Class B Beneficiary Interest           $              -   $              -   $             -   $               -
                                              =================  =================  ================  ==================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>




                             AFG INVESTMENT TRUST D

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

                                   (UNAUDITED)



<TABLE>
<CAPTION>


                                          Managing           Special
                                           Trustee         Beneficiary     Class A Beneficiaries         -
                                                                           ---------------------
                                           Amount             Amount             Interests             Amount
                                       -----------------  ----------------  ---------------------  ----------------
<S>                                    <C>                <C>               <C>                    <C>
 Balance at December 31, 2001         $        (83,064)  $              -              1,934,755  $     21,654,395

   Net income  (loss) (Restated)                65,173                  -                      -        (1,305,856)
                                      -----------------  ----------------  ---------------------  -----------------

 Balance at June 30, 2002 (Restated)  $        (17,891)  $              -              1,934,755  $     20,348,539
                                      =================  ================  =====================  =================



                                      Class B Beneficiaries         -              Treasury
                                      ---------------------
                                            Interests             Amount           Interests           Total
                                            ---------------   ---------------   ---------------    ---------------
<S>                                   <C>                    <C>               <C>                <C>
 Balance at December 31, 2001                     3,142,083  $              -  $     (1,615,322)  $      19,956,009

   Net income  (loss) (Restated)                          -                 -                 -        (1,240,683))
                                      ---------------------  ----------------  -----------------  -----------------

 Balance at June 30, 2002 (Restated)              3,142,083  $              -  $     (1,615,322)  $      18,715,326
                                      =====================  ================  =================  =================
</TABLE>














   The accompanying notes are an integral part of these financial statements.


<PAGE>
                             AFG INVESTMENT TRUST D

                             STATEMENT OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                            2002
                                                        (Restated)         2001
                                                       --------------  --------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                    <C>             <C>
Net loss                                                $  (1,240,683)  $  (1,149,270)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
  Depreciation and amortization                             2,439,667       2,691,443
  Write-down of equipment                                     483,648               -
  Gain on sale of equipment                                  (351,388)       (420,747)
  Income from equity interests                               (999,593)       (360,558)
Changes in assets and liabilities:
  Rents receivable                                           (301,610)        232,476
  Accounts receivable - affiliate                              27,359         173,494
  Guarantee fee receivable                                          -         (66,294)
  Interest receivable                                               -         (16,824)
  Other assets                                                (25,815)        (40,118)
  Accrued interest                                            164,590         182,108
  Accrued liabilities                                         424,846        (106,954)
  Accrued liabilities - affiliates                           (117,459)         98,721
  Deferred rental income                                            -           1,190
                                                        --------------  --------------
    Net cash provided by operating activities                 503,562       1,218,667
                                                        --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                 353,376         529,815
Investment - affiliate                                              -          29,000
Investments - other                                                 -             500
Loan receivable - EFG/Kettle Development                       29,182               -
Interest in C & D IT LLC                                   (1,000,000)              -
Dividend received from MILPI Holdings, LLC                  1,000,092               -
Acquisition fees paid to affiliate                            (19,636)        (78,393)
Interest in MILPI Holdings, LLC                            (1,963,685)     (7,407,261)
                                                        --------------  --------------
    Net cash used in investing activities                  (1,600,671)     (6,926,339)
                                                        --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Proceeds from note payable                                          -         471,032
Proceeds from note payable - affiliate                        589,105               -
Principal payments - notes payable                           (943,765)     (2,128,193)
                                                        --------------  --------------
    Net cash used in financing activities                    (354,660)     (1,657,161)
                                                        --------------  --------------

Net decrease in cash and cash equivalents                  (1,451,769)     (7,364,833)
Cash and cash equivalents at beginning of period            1,887,691       9,042,889
                                                        --------------  --------------
Cash and cash equivalents at end of period              $     435,922   $   1,678,056
                                                        ==============  ==============

SUPPLEMENTAL INFORMATION

Cash paid during the period for interest                $     941,708   $   1,051,438
                                                        ==============  ==============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>
                             AFG INVESTMENT TRUST D

                        NOTES TO THE FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (RESTATED)

                                   (UNAUDITED)



NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

After  AFG  Investment  Trust D (the "Trust") filed its quarterly report on Form
10-Q  for  the quarter ended June 30, 2002 with the United States Securities and
Exchange  Commission  ("SEC"),  the Trust determined that the amount recorded as
interest expense in its financial statements for the quarter ended March
31, 2002 was understated by $251,485.  In addition, $485,000 of costs related to
a  debt refinancing completed during the quarter ended June 30, 2002 should have
been  expensed  and  reflected as a liability as of June 30, 2002.  Accordingly,
the  Trust  recorded an additional $251,485 of interest expense, for the
quarter  ended March 31, 2002 and an additional $485,000 of operating expense in
the  quarter  ended June 30, 2002, resulting in  an increase in the net loss for
the three months ended June 30, 2002 of $547,881 or $.28 per Class A Beneficiary
Interest  and  a  decrease of $44,469 and $.01 per Class B Beneficiary Interest,
respectively.  The  effect on the six months ended June 30, 2002 was an increase
in  the  net  loss  of  $731,635 or $.37 per Class A Beneficiary Interest.  As a
result, the accompanying financial statements for the three and six months ended
June  30,  2002  have  been  restated  from  the  amounts  previously  reported.

The  financial  statements  presented  herein  are  prepared  in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q  under  Rule  10-01  of  Regulation  S-X  of  the  Securities  and Exchange
Commission  and  are  unaudited.  As  such,  these  financial  statements do not
include  all  information  and  footnote  disclosures  required  under generally
accepted  accounting  principles  for  complete  financial  statements  and,
accordingly, the accompanying financial statements should be read in conjunction
with  the  footnotes  presented  in  the 2001 Annual Report (Form 10-K/A) of AFG
Investment Trust D (the "Trust").  Except as disclosed herein, there has been no
material change to the information presented in the footnotes to the 2001 Annual
Report  included  in  Form  10-K/A.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  June  30, 2002 and December 31, 2001 and results of operations for
the  three and six month periods ended June 30, 2002 and 2001 have been made and
are  reflected.  Certain  amounts  previously reported have been reclassified to
conform  to  the  June  30,  2002  financial  statement presentation. These
reclassifications  did  not  have any effect on total assets, total liabilities,
participants  capital,  or  net  income  (loss).



The  table below details the allocation of income (loss) in each of the quarters
for  the  six  months  ended  June  30,  2002:
<TABLE>
<CAPTION>


                            Managing      Special         Class A          Class B        Treasury
                            Trustee     Beneficiary    Beneficiaries    Beneficiaries    Interests       Total
<S>                        <C>         <C>            <C>              <C>              <C>           <C>
                           ----------  -------------  ---------------  ---------------  ------------  ------------
December 31, 2001          $ (83,064)  $          -   $   21,654,395   $            -   $(1,615,322)  $19,956,009

Net income (restated)         87,718         38,394          340,038           82,290             -       548,440
                           ----------  -------------  ---------------  ---------------  ------------  ------------
March 31, 2002 (restated)      4,654         38,394       21,994,433           82,290    (1,615,322)   20,504,449

Net loss (restated)          (22,545)       (38,394)      (1,645,894)        ( 82,290)            -    (1,789,123)
                           ----------  -------------  ---------------  ---------------  ------------  ------------
June 30, 2002 (restated)   $ (17,891)  $          -   $   20,348,539   $            -   $(1,615,322)  $18,715,326
                           ==========  =============  ===============  ===============  ============  ============
</TABLE>




NOTE  2  -  REVENUE  RECOGNITION
--------------------------------

Rents  are  payable  to  the  Trust  monthly,  quarterly or semi-annually 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 Trust
may  enter primary-term, renewal or re-lease agreements, which expire beyond the
Trust's  anticipated  dissolution  date.  This  circumstance  is not expected to
prevent  the  orderly  wind-up  of  the  Trust's business activities as AFG ASIT
Corporation,  the  managing  trustee  of  the Trust ("Managing Trustee") and the
Trust's Advisor 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  $8,410,312  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                           <C>    <C>
For the year ending June 30,   2003  $4,898,686
                               2004   2,664,928
                               2005     846,698
                                     ----------

..                             Total  $8,410,312
                                     ==========
</TABLE>



As  of  June  28, 2002, the Trust entered into a lease with Cygnus Air, S.A. for
the  lease of its McDonnell Douglas DC-8-73 aircraft, effective as of July 2002,
at  a  monthly  lease  amount  of  $120,000  through  January  2005.



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

The  following  is  a  summary of equipment owned by the Trust at June 30, 2002.
Remaining  Lease  Term  (Months), as used below, represents the number of months
remaining  from June 30, 2002 under contracted lease terms and is presented as a
range  when  more  than one lease agreement is contained in the stated equipment
category.  A  Remaining  Lease Term equal to zero reflects equipment either held
for  sale  or  re-lease  or  being  leased  on  a  month-to-month  basis.
<TABLE>
<CAPTION>

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

Aircraft                                             18-36  $ 45,014,136
Locomotives                                              0     8,312,342
Materials handling                                    0-11     1,862,685
Construction and mining                                  6       962,206
Research and test                                        0       338,749
Computers and peripherals                                0        42,310
Tractors and heavy duty trucks                          13         6,631
                                                            -------------
   Total equipment cost                                  -    56,539,059
   Accumulated depreciation                              -   (32,033,778)
                                                            -------------
   Equipment, net of accumulated depreciation            -  $ 24,505,281
                                                            =============
</TABLE>


At  June  30,  2002, the Trust's equipment portfolio included equipment having a
proportionate  original  cost  of  approximately  $31,428,000,  representing
approximately  56%  of  total  equipment  cost.

In  April  2002,  the Trust executed an agreement with an existing lessee, Emery
Worldwide ("Emery"), to early terminate the lease of a McDonnell Douglas DC-8-73
aircraft  that  had  been scheduled to expire in July 2002. Emery paid the final
lease  payment  due  of $566,000 and a payment of $1,250,000, which was used for
certain  maintenance required under the existing lease agreement in lieu of this
maintenance  being  performed  by  Emery  prior  to  returning  the  aircraft

Certain  of  the equipment and related lease payment streams were used to secure
the  term  loans  with  third-party lenders.  The preceding summary of equipment
includes  leveraged  equipment  having  an  original  cost  of  approximately
$45,014,000  and a net book value of approximately $22,181,000 at June 30, 2002.

The  summary above includes equipment held for sale or re-lease with an original
cost  of  approximately  $9,028,000  and  a  net  book  value  of  approximately
$2,301,000.  The  Managing  Trustee  is actively seeking the sale or re-lease of
all  equipment  not on lease.  In addition, the summary above includes equipment
being  leased  on  a  month-to-month  basis.

The  Trust  accounts  for  impairment  of  long-lived  assets in accordance with
Statement  of  Financial  Accounting Standards ("SFAS") No. 144, "Accounting for
the  Impairment  or  Disposal  of  Long-Lived Assets" which was issued in August
2001.  SFAS  No.  144 requires that long-lived assets be reviewed for impairment
whenever  events or changes in circumstances indicate that the net book value of
the  assets  may not be recoverable from undiscounted future cash flows.  During
the  three  months  ended  June  30,  2002,  the Trust  recorded a write-down of
equipment,  representing  an  impairment  to  the  carrying value of the Trust's
interest  in  a  McDonnell  Douglas  MD-87  aircraft.  The  resulting  charge of
$483,648 was based on a comparison of estimated fair value and carrying value of
the  Trust's interest in the aircraft.  The estimate of the fair value was based
on  a  current  offer to purchase the aircraft and the assessment by the Trust's
management  of  prevailing  market  conditions  for  similar aircraft.  Aircraft
condition,  age,  passenger  capacity, distance capability, fuel efficiency, and
other  factors  influence  market  demand  and  market  values for passenger jet
aircraft.  The  events  of  September  11,  2001,  along with a recession in the
United  States have continued to adversely affect the market demand for both new
and  used  commercial  aircraft.


NOTE  4  -  INTEREST  IN  EFG/KETTLE  DEVELOPMENT  LLC
------------------------------------------------------

On March 1, 1999, the Trust and an affiliated trust (collectively, the "Buyers")
formed EFG/Kettle Development LLC, a Delaware limited liability company, for the
purpose  of  acquiring a 49.9% indirect ownership interest (the "Interest") in a
real  estate  development  in  Kelowna, British Columbia in Canada called Kettle
Valley.  EFG/Kettle  Development  LLC,  upon receiving the Buyers' contributions
for  their  membership  interests, purchased the Interest from a special purpose
company  ("SPC")  whose subsidiaries own a 99.9% limited partnership interest in
Kettle  Valley  Development  Limited  Partnership  ("KVD  LP").  The SPC and its
subsidiaries  were  established  by the seller, in part, for income tax purposes
and  have no business interests other than the development of Kettle Valley. KVD
LP is a Canadian Partnership that owns the property, consisting of approximately
280 acres of land.  The project is zoned for 1,120 residential units in addition
to  commercial  space.  To date, 113 residential units have been constructed and
sold  and  11  additional  units  are  under  construction.  The  seller  is  an
unaffiliated  third-party company and has retained the remaining 50.1% ownership
interest  in  the SPC.  A newly organized Canadian affiliate of EFG replaced the
original  general  partner  of  KVD  LP  on  March  1,  1999.

The  Trust's  ownership share in EFG/Kettle Development LLC is 49.396% and had a
cost of $4,365,372, including a 1% acquisition fee of $43,222 paid to EFG.  This
acquisition  was  funded  with  cash  of  $3,064,700 and a non-recourse note for
$1,300,672,  which  was  repaid  as  of  December  31,  2001.

The  Trust's cost basis in this joint venture was approximately $642,000 greater
than  its  equity  interest  in  the underlying net assets at December 31, 1999.
Through  December  31,  2001, this difference was amortized using a period of 10
years.  The  amount  amortized  had  been included in amortization expense as an
offset to EFG/Kettle Development LLC and was $32,100 during the six months ended
June  30,  2001.  In accordance with Statement of Financial Accounting Standards
No.  142,  "Goodwill  and  Other  Intangible  Assets"  ("SFAS.  No.  142"),  the
discontinuance  of  goodwill  amortization  was effective as of January 1, 2002.
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.

The  Trust accounts for its interest in Kettle Valley using the equity method of
accounting.  Under  the equity method of accounting, the Trust's interest is (i)
increased (decreased) to reflect the Trust's share of income (loss) of the joint
venture  and (ii) decreased to reflect any distributions the Trust received from
the  joint  venture.  The Trust's interest was increased by $6,885 and decreased
by  $92,950, respectively, during the three and six month periods ended June 30,
2002  and  decreased  by  $438,312  and  $496,403, respectively, during the same
periods in 2001, reflecting the Trust's share of income/loss from Kettle Valley.

In  addition,  the  seller  of the Trust's interest in Kettle Valley purchased a
residual  sharing  interest in a Boeing 767-300 aircraft owned by the Buyers and
leased  to  Scandinavian Airlines System ("SAS").  The seller paid $3,013,206 to
the  Buyers  ($1,488,403,  or  49.396%  to the Trust) for the residual interest,
which  is  subordinate to certain preferred payments to be made to the Buyers in
connection  with  the aircraft.  Payment of the residual interest is due only to
the extent that the Trust receives net residual proceeds from the aircraft.  The
residual  interest  is  non-recourse  to  the  Buyers  and  is included in Other
Liabilities on the accompanying Statement of Financial Position at both June 30,
2002  and  December  31,  2001.

The  table  below  provides comparative summarized income statement data for KVD
LP.  KVD  LP  has  a  January  31  fiscal year end.  The Trust has a December 31
fiscal  year  end.  The  operating  results  of  KVD  LP  shown  below have been
conformed  to  the  three  and  six  months  ended  June  30,  2002  and  2001.
<TABLE>
<CAPTION>


                 Three months     Three months      Six months       Six months
                     ended            ended            ended            ended
                 June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
                ---------------  ---------------  ---------------  ---------------
<S>             <C>              <C>              <C>              <C>
Total revenues  $    1,028,748   $      575,770   $    1,276,886   $    1,195,299
Total expenses      (1,102,604)        (722,438)      (1,487,431)      (1,577,643)
                ---------------  ---------------  ---------------  ---------------
Net loss        $      (73,856)  $     (146,668)  $     (210,545)  $     (382,344)
                ===============  ===============  ===============  ===============
</TABLE>


EFG/Kettle  Development  LLC  owns a 49.9% interest in a company (the "Company")
which,  through  two wholly-owned subsidiaries, owns a 99.9% interest in KVD LP.
For  the six months ended June 30, 2002, in addition to its share of the loss of
KVD  LP,  the  Trust's  net  loss from EFG/Kettle Development includes a loss of
$66,180  reflecting  the  Trust's  share  of the operating results of one of the
Company's  wholly-owned  subsidiaries.


NOTE  5  -  INTEREST  IN  EFG  KIRKWOOD  LLC
--------------------------------------------

On  May  1,  1999,  the  Trust  and  three  affiliated  trusts (collectively the
"Trusts")  and  an affiliated corporation, Semele Group Inc. ("Semele") formed a
joint  venture,  EFG Kirkwood LLC ("EFG Kirkwood"), for the purpose of acquiring
preferred  and  common stock interests in Kirkwood Associates Inc. ("KAI").  The
Trusts collectively own 100% of the Class A membership interests in EFG Kirkwood
and  Semele  owns  100% of the Class B membership interests in EFG Kirkwood. The
Class  A  interest  holders  are  entitled to certain preferred returns prior to
distribution  payments to the Class B interest holder.  The Trusts' interests in
EFG  Kirkwood  constitute  50% of the voting securities of that entity under the
operating  agreement for the LLC, which gives equal voting rights to Class A and
Class  B  membership  interests.  The  Managing  Trustee  is  the manager of EFG
Kirkwood.

On April 30, 2000, KAI's ownership interests in certain assets and substantially
all  of  its  liabilities  were  transferred  to  Mountain  Resort  Holdings LLC
("Mountain  Resort").  On  May  1,  2000, EFG Kirkwood exchanged its interest in
KAI's common and preferred stock for corresponding pro-rata membership interests
in  Mountain  Resort.  EFG  Kirkwood  holds  approximately 38% of the membership
interests  in  Mountain  Resort.  Mountain  Resort,  through  four  wholly owned
subsidiaries,  owns  and  operates  the  Kirkwood  Mountain Resort, a ski resort
located  in  northern  California,  a  public  utility  that  services the local
community, and land that is held for residential and commercial development. The
Trust  holds  30%  of  EFG  Kirkwood's  Class  A  membership  interests.

On  May  1,  2000,  EFG  Kirkwood  acquired  50%  of the membership interests in
Mountain  Springs  Resorts LLC ("Mountain Springs"). Mountain Springs, through a
wholly owned subsidiary, owns 80% of the common membership interests and 100% of
the  Class B Preferred membership interests in an entity that owns the Purgatory
Ski  Resort  ("Purgatory")  in  Durango,  Colorado.

The  Trust's  ownership  interest  in  EFG  Kirkwood  had  an  original  cost of
$2,995,615;  including a 1% acquisition fee of $29,660 paid to EFG.  The Trust's
ownership interest in EFG Kirkwood is accounted for on the equity method and the
Trust  recorded  a loss of $535,335 and income of $566,197 for the three and six
months  ended  June  30,  2002, respectively, compared to a loss of $438,083 and
income of $740,429, respectively, for the same periods in 2001, representing its
pro-rata  share  of  the  net  income  (loss)  of EFG Kirkwood.  The table below
provides  comparative  summarized  income statement data for Mountain Resort and
the  Purgatory  Ski  Resort for the three and six months ended June 30, 2002 and
2001.  The  operating  companies  have  different fiscal year end dates than the
Trust.  Therefore,  the operating results shown below have been conformed to the
three  and  six  months  ended  June  30,  2002  and  2001.

<TABLE>
<CAPTION>


                         For the Three    For the Three    For the Six     For the Six
                         Months Ended     Months Ended     Months Ended    Months Ended
                         June 30, 2002    June 30, 2001   June 30, 2002   June 30, 2001
                        ---------------  ---------------  --------------  --------------
<S>                     <C>              <C>              <C>             <C>
Mountain Resort
----------------------
     Total revenues     $    4,070,745   $   4, 400,053   $   20,476,082  $   20,560,862
     Total expenses          5,359,278        6,064,728       16,564,726      17,347,954
     Income taxes                  800           52,243            6,208          52,243
                        ---------------  ---------------  --------------  --------------
     Net income (loss)  $   (1,289,333)  $   (1,716,918)  $    3,905,148  $    3,160,665
                        ---------------  ---------------  --------------  --------------

Purgatory Ski Resort
----------------------
     Total revenues     $      478,830   $      759,484   $    9,881,884  $   11,146,188
     Total expenses          3,175,826        2,598,400        9,284,346       8,576,123
                        ---------------  ---------------  --------------  --------------
     Net income (loss)  $   (2,696,996)  $   (1,838,916)  $      597,538  $    2,570,065
                        ---------------  ---------------  --------------  --------------
</TABLE>




NOTE  6  -INTEREST  IN  MILPI  HOLDINGS,  LLC
---------------------------------------------

In  December 2000, the Trusts formed MILPI, which formed MILPI Acquisition Corp.
("MILPI  Acquisition),  a  wholly  owned  subsidiary  of  MILPI.  The  Trusts
collectively  paid $1.2 million for their membership interest in MILPI and MILPI
purchased  the  shares  of  MILPI Acquisition for an aggregate purchase price of
$1.2  million  at December 31, 2000 ($432,000 for the Trust).  MILPI Acquisition
entered  into  a  definitive agreement (the "Agreement") with PLM International,
Inc.,  ("PLM"),  an  equipment  leasing  and  asset  management company, for the
purpose  of  acquiring up to 100% of the outstanding common stock of PLM, for an
approximate  purchase  price  of  up  to  $27  million.  In  connection with the
acquisition, on December 29, 2000, MILPI Acquisition commenced a tender offer to
purchase  any  and  all  of  PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The  Trust's  36%  membership interest in MILPI,
prior to its additional acquisition in February 2002 described below, had a cost
of $7,987,757, including associated fees and capitalized costs.  Under the terms
of  the  Agreement, with the approval of the holders of 50.1% of the outstanding
common  stock of PLM, MILPI Acquisition would merge into PLM, with PLM being the
surviving  entity.  The merger was completed when MILPI obtained approval of the
merger  from  PLM's  shareholders pursuant to a special shareholders' meeting on
February  6,  2002.

On  February  7,  2002,  the  Trust  and  AFG  Investment  Trust  C  ("Trust C")
collectively provided approximately $4.4 million to acquire the remaining 17% of
PLM's  outstanding common stock, of which $1,983,321 (including acquisition fees
of  $19,636  discussed  below)  was  contributed  by  the  Trust. The funds were
obtained  from existing resources and internally generated funds and by means of
a  364  day,  unsecured  loan  from  PLM  evidenced  by a promissory note in the
principal amount of $589,105 that bears interest at LIBOR plus 200 basis points.
Subsequent  to  the merger, the Trust's ownership interest increased from 36% to
37.5%.

Effective  February  2002,  the  Trust has a 37.50% membership interest in MILPI
having  an  original  cost  of  $9,971,078.  The cost of the Trust's interest in
MILPI  reflects MILPI's cost of acquiring the common stock of PLM, including the
amount paid for the shares tendered of $9,802,945, capitalized transaction costs
of  $70,104 and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele
of $98,029.  The Trust capitalized these transaction costs, of which $16,400 was
amortized  during  the  six  months ended June 30, 2001.  Statement of Financial
Accounting  Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.
142")  was  effective  for  the  Trust  as  of  January 1, 2002 and requires the
discontinuance  of  goodwill  amortization  as of January 1, 2002.  SFAS No. 142
also  requires  the  Trust  to  complete a transitional goodwill impairment test
within  six  months  from  January  1,  2002,  the  date of adoption.  The Trust
completed  the  goodwill  impairment  analysis during the quarter ended June 30,
2002.  There  was  no  impact on the Trust's financial statements as a result of
this  analysis.

Equis  II  Corporation  has  voting  control of the Trusts and owns the Managing
Trustee  of  the  Trusts.  Semele  owns Equis II Corporation.  Mr. Engle and Mr.
Coyne,  who  are  a director and an officer of the Trust, respectively, are also
officers  and  directors of, and own significant stock in, Semele.  In addition,
Mr.  Engle  and  Mr.  Coyne  are  officers  and  directors of MILPI Acquisition.

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and the Trust recorded income of $303,013 and $526,346, respectively, during the
three  and  six  months  ended  June 30, 2002, compared to $75,895 and $116,532,
respectively, for the same periods in 2001, which represented its pro-rata share
of  the  net  income  of MILPI.  On March 12, 2002, PLM declared and paid a cash
dividend to MILPI of approximately $2.7 million.  MILPI then declared and paid a
cash  dividend  of  approximately  $2.7  million, of which the Trust's share was
$1,000,092.

The  table  below  provides  summarized  income statement data for MILPI for the
three  and  six  months  ended  June  30,  2002  and  2001.  As discussed above,
approximately  83%  of PLM's common stock was acquired in February 2001 with the
remaining  interest  acquired  in  February  2002.

<TABLE>
<CAPTION>


..                           Three months    Three months     Six months      Six months
..                              ended           ended           ended           ended
..                          June 30, 2002   June 30, 2001   June 30, 2002   June 30, 2001
                           --------------  --------------  --------------  --------------
<S>                        <C>             <C>             <C>             <C>
 Total revenues            $    1,682,835  $    2,406,074  $    3,378,578  $    5,612,790
 Total costs and expenses         489,059       1,414,453       1,368,089       3,309,785
 Provision for taxes              385,742         167,435         649,589         421,435
                           --------------  --------------  --------------  --------------
 Net income                $      808,034  $      824,186  $    1,360,900  $    1,881,570
                           ==============  ==============  ==============  ==============
</TABLE>




NOTE  7  -  INTEREST  IN  C  &  D  IT  LLC
------------------------------------------

In  March  2002,  the  Trust and Trust C formed C & D IT LLC, a Delaware limited
liability  company,  as a 50%/50% owned joint venture that is co-managed by each
of  the  Trust  and  Trust  C  (the  "C  & D Joint Venture") to which each Trust
contributed  $1  million.  The C & D Joint Venture was formed for the purpose of
making  a conditional contribution of $2.0 million to BMLF/BSLF II Rancho Malibu
Limited Partnership ("Rancho Malibu Limited Partnership") in exchange for 25% of
the  interests  in  Rancho  Malibu Limited Partnership (the "C & D Joint Venture
Contribution").  The  C  & D Joint Venture was admitted to Rancho Malibu Limited
Partnership  as  a  co-managing  general  partner  pursuant  to  the terms of an
amendment to Rancho Malibu Limited Partnership Agreement.  The other partners in
Rancho  Malibu  Limited  Partnership are Semele and its wholly-owned subsidiary,
Rancho  Malibu  Corp.,  the  other  co-managing  general  partner.

Rancho  Malibu Limited Partnership owns the 274-acre parcel of land near Malibu,
California  and  is  developing  it  as  a  single-family  luxury  residential
subdivision. The conditional C & D Joint Venture Contribution was made to assure
participation  in  the future development of the parcel.  It was made subject to
the future solicitation of the consent of the beneficiaries of each of the Trust
and  Trust  C.  The  C  &  D  Joint Venture Contribution is conditioned upon the
consummation  of  a transaction pursuant to which Semele and Rancho Malibu Corp.
will contribute all of the partnership interests that they hold in Rancho Malibu
Limited  Partnership along with 100% of the membership interests Semele holds in
RM  Financing  LLC  to RMLP, Inc., a newly formed subsidiary of PLM, in exchange
for  $5.5  million  in  cash,  a  $2.5 million promissory note and 182 shares of
common  stock of RMLP, Inc.  (The sole asset of RM Financing LLC is a Note dated
December  31, 1990 (the "Note").  The Note was held by Semele's predecessor when
it  took  a deed in lieu of foreclosure on the property from the original owner.
The  unpaid  balance of the Note is $14,250,000 plus accrued interest as of June
30,  2002.

The  C & D Joint Venture possesses the right to withdraw the C & D Joint Venture
Contribution from Rancho Malibu Limited Partnership if the transactions have not
taken  place  within  ninety  days  of  the  receipt  by  Rancho  Malibu Limited
Partnership  of  notice from the C & D Joint Venture that the requisite consents
of the beneficiaries of the Trust and Trust C have been received.  This right of
the  C  &  D Joint Venture is secured by a pledge of 50% of the capital stock of
Rancho  Malibu  Corp.  and  50%  of  the  interests  in  Rancho  Malibu  Limited
Partnership  held  by  Semele  and  Rancho  Malibu  Corp.




NOTE  8  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

All  operating  expenses  incurred by the Trust are paid by EFG on behalf of the
Trust  and EFG is reimbursed at its actual cost for such expenditures.  Fees and
other  costs incurred during the six month periods ended June 30, 2002 and 2001,
which  were  paid  or  accrued  by  the  Trust  to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>


                                   2002       2001
                                 --------  ----------
<S>                              <C>       <C>
Acquisition fees                 $ 19,636  $   78,393
Management fees                   214,878     206,869
Administrative charges            119,025      82,530
Reimbursable operating expenses
   due to third parties           262,309     680,572
                                 --------  ----------

          Total                  $615,848  $1,048,364
                                 ========  ==========
</TABLE>


All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow  account prior to remittance to the Trust.  At June 30,
2002, the Trust was owed $34,946 by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Trust  in  July  2002.


NOTE  9  -  NOTES  PAYABLE  AND  NOTES  PAYABLE  -  AFFILIATE
-------------------------------------------------------------

Notes  payable  at  June  30, 2002 consisted of installment notes of $23,126,349
payable  to  banks and institutional lenders.  One of the notes has a fixed rate
of 9.176% and the other two notes bear fluctuating interest rates based on LIBOR
plus  a  margin.  All  of  the  installment  notes  are  non-recourse  and  are
collateralized  by  the  Trust's  equipment  and assignment of the related lease
payments.  These  notes  will be partially amortized by the remaining contracted
lease  payments.  However,  the  Trust  has  balloon  payment  obligations  of
$15,806,720  and  $3,128,690, respectively, at the expiration of the lease terms
related  to  its  interest  in an aircraft leased to SAS in December 2003 and an
aircraft  leased  to  Cygnus  Air,  S.A.  in  January  2005.

In June 2002, the Trust executed an amendment to the debt agreement securing the
aircraft  leased  by  Cygnus  Air,  S.A.  In  July,  August and September, 2002,
additional amounts of $1,223,831, $181,785 and $134,622 respectively were funded
on  the  debt to finance the Trust's costs for a breakage fee on the refinancing
and  costs  incurred  to  re-lease the aircraft to Cygnus Air, S.A.  The amended
debt requires monthly payments of $120,000 with a $3,128,690 balloon payment due
at  maturity,  which  was  extended  to  January  9,  2005.

Management  believes  that  the carrying amount of the note payable approximates
fair  value  at  June  30, 2002 based on its experience and understanding of the
market  for  instruments  with  similar  terms.

The  annual  maturities  of  the  installment  notes  payable  are  as  follows:
<TABLE>
<CAPTION>

<S>                             <C>    <C>
  For the year ending June 30,   2003  $ 2,394,242
                                 2004   16,345,573
                                 2005    4,386,534
                                       -----------
..                               Total  $23,126,349
                                       ===========
</TABLE>



In conjunction with the refinancing, the Trust was required to pay approximately
$485,000  for  a  breakage fee and other lender-related legal costs.  As of June
30,  2002,  these  costs  were  expensed  by  the  Trust and included in accrued
liabilities  and  were  funded  as  an additional draw on the debt in July 2002.

In  April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment of FASB No. 13, and Technical Corrections.  As
permitted by the pronouncement, the Trust has elected early adoption of SFAS No.
145  as  of  April  11,  2002,  and,  accordingly, the loss on extinguishment of
long-term  debt  in  June  2002  has  been reported in operating expenses in the
Trust's  June  30,  2002  Statement  of  Operations.

Notes  payable  -  affiliate  at June 30, 2002 consisted of a 364 day, unsecured
loan  from  PLM  evidenced  by  a  promissory  note  in  the principal amount of
$589,105.  The  note  bears  interest at LIBOR plus 200 basis points.  The Trust
incurred  interest  expense  related  to  this  note  of  $6,524  and  $9,750,
respectively,  during  the  three  and  six  months  ended  June  30,  2002.



NOTE  10  -  CONTINGENCIES
--------------------------

The  Investment  Company  Act  of  1940  (the  "Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Trust  has  active  business operations in the financial services industry,
primarily  equipment  leasing,  and  in  the  real  estate  industry through its
interests  in  EFG  Kirkwood, C & D IT LLC and Kettle Valley. The Trust does not
intend to engage in investment activities in a manner or to an extent that would
require  the  Trust to register as an investment company under the Act. However,
it  is  possible  that  the  Trust  may unintentionally engage in an activity or
activities  that  may  be  construed  to  fall  within the scope of the Act. The
Managing  Trustee is engaged in discussions with the staff of the Securities and
Exchange  Commission  regarding  whether  or not the Trust may be an inadvertent
investment  company by virtue of its recent acquisition activities. The Managing
Trustee  has  consulted counsel and believes that the Trust is not an investment
company.  If  the Trust was determined to be an investment company, its business
would  be  adversely  affected.  The  Act,  among  other  things,  prohibits  an
unregistered investment company from offering securities for sale or engaging in
any  business  or interstate commerce.  If necessary, the Trust intends to avoid
being  deemed  an investment company by disposing of or acquiring certain assets
that  it  might  not  otherwise  dispose  of  or  acquire.


NOTE  11  -  OPERATING  SEGMENTS
--------------------------------

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI Holdings, LLC ("MILPI"), which owns 100% of PLM International,
Inc.,  ("PLM") an equipment leasing and asset management company.  From February
2001  to  February  6,  2002,  MILPI,  through  a wholly owned subsidiary, owned
approximately  83% of PLM.  Effective February 7, 2002, MILPI owned 100% of PLM.
The  Real  Estate  segment includes the ownership, management and development of
commercial properties, recreational properties, condominiums, interval ownership
units,  townhomes,  single  family  homes and land sales included in the Trust's
ownership  interests  in  EFG  Kirkwood,  C  &  D  IT  LLC,  and  Kettle Valley.

The  Trust's  reportable  segments  offer different products or services and are
managed  separately  because  each  requires  different operating strategies and
management  expertise.  There  are  no material intersegment sales or transfers.

Segment information for the three and six months ended June 30, 2002 and 2001 is
summarized  below.
<TABLE>
<CAPTION>
                                           Three months ended June 30,   Six months ended June 30,
                                               2002                         2002
                                            (Restated)       2001        (Restated)        2001
<S>                                       <C>           <C>             <C>           <C>
Total Income (1):
   Equipment leasing                      $ 1,566,964   $   1,525,978   $ 2,880,299   $ 3,385,132
   Real estate                                      -               -             -             -
                                          ------------  --------------  ------------  ------------
     Total                                $ 1,566,964   $   1,525,978   $ 2,880,299   $ 3,385,132
                                          ============  ==============  ============  ============

Operating Expenses and Management Fees:
   Equipment leasing                      $   849,951   $     410,458   $ 1,040,384   $   929,199
   Real estate                                 20,789          20,499        40,828        40,772
                                          ------------  --------------  ------------  ------------
     Total                                $   870,740   $     430,957   $ 1,081,212   $   969,971
                                          ============  ==============  ============  ============

Interest Expense:
   Equipment leasing                      $   548,319   $     625,447   $ 1,116,048   $ 1,220,023
   Real estate                                      -           5,599             -        13,523
                                          ------------  --------------  ------------  ------------
     Total                                $   548,319   $     631,046   $ 1,116,048   $ 1,233,546
                                          ============  ==============  ============  ============

Depreciation, Write-down of Equipment
   and Amortization Expense:
   Equipment leasing                      $ 1,711,591   $   1,325,000   $ 2,923,315   $ 2,659,343
   Real estate                                      -          16,050             -        32,100
                                          ------------  --------------  ------------  ------------
     Total                                $ 1,711,591   $   1,341,050   $ 2,923,315   $ 2,691,443
                                          ============  ==============  ============  ============

 Equity Interests:
   Equipment leasing                      $   303,013   $      75,895   $   526,346   $   116,532
   Real estate                               (528,450)       (876,395)      473,247       244,026
                                          ------------  --------------  ------------  ------------
     Total                                $  (225,437)  $    (800,500)  $   999,593   $   360,558
                                          ============  ==============  ============  ============

 Net loss                                 $(1,789,123)  $  (1,677,575)  $(1,240,683)  $(1,149,270)
                                          ============  ==============  ============  ============

 Capital Expenditures:
   Equipment leasing                      $         -   $           -   $ 1,983,321   $ 7,485,654
   Real estate                                      -               -     1,000,000             -
                                          ------------  --------------  ------------  ------------
     Total                                $         -   $           -   $ 2,983,321   $ 7,485,654
                                          ============  ==============  ============  ============

 .                                        As of         As of
 .                                        June 30,      December 31,
 .                                               2002            2001
 Assets:
   Equipment leasing                      $37,749,200   $  40,345,813
   Real estate                              7,548,631       6,075,384
                                          ------------  --------------
     Total                                $45,297,831   $  46,421,197
                                          ============  ==============
</TABLE>



(1)  Includes  equipment  leasing  revenue  of  $1,219,898  and  $2,519,851,
respectively,  for  the  three  and  six months ended June 30, 2002, compared to
$1,403,370  and  $2,737,677,  respectively,  for  the  same  periods  in  2001.

Three  and  six  months ended June 30, 2002 compared to the three and six months
--------------------------------------------------------------------------------
ended  June  30,  2001:
-----------------------

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

Equipment  Leasing
------------------

For  the  three  and six month periods ended June 30, 2002, the Trust recognized
lease revenue of $1,219,898 and $2,519,851, respectively, compared to $1,403,370
and  $2,737,677,  respectively,  for  the same periods in 2001.  The decrease in
lease  revenue  from 2001 to 2002 resulted primarily from lease term expirations
and  the  sale  of equipment.  Future lease term expirations and equipment sales
will  result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest  income  for  the  three  and six month periods ended June 30, 2002 was
$4,178 and $9,060, respectively, compared to $40,516 and $114,293, respectively,
for  the  same periods in 2001.  Interest income is typically generated from the
temporary  investment  of  rental  receipts  and  equipment  sales  proceeds  in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three  and  six  months  ended  June 30, 2002, the Trust sold fully
depreciated  equipment  and  equipment  having  a  net  book  value  of  $1,998,
respectively  to  existing lessees and third parties.  These sales resulted in a
net  gain,  for  financial  statement  purposes,  of  $342,888  and  $351,388,
respectively.  During  the  three  and six months ended June 30, 2001, the Trust
sold  equipment having a net book value of $87,981 and $109,068, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $9,368  and  $420,747,  respectively.

It  cannot  be determined whether future sales of equipment will result in a net
gain or a net loss to the Trust, as such transactions will be dependent upon the
condition  and type of equipment being sold and its marketability at the time of
sale.  In  addition, the amount of gain or loss reported for financial statement
purposes  is  partly  a  function  of  the  amount  of  accumulated depreciation
associated  with  the  equipment  being  sold.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous to the Trust and which will maximize
total  cash  returns  for  each  asset.

The  total  economic  value  realized  upon  final  disposition of 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 Trust 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  Trust  achieved  from  leasing  the  equipment.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  six  months  ended  June 30, 2001, the Trust
recognized income of $79,850 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense was $1,182,794 and $2,384,305, respectively, for the three
and  six months ended June 30, 2002 and $1,301,315 and $2,622,516, respectively,
for  the same periods of 2001.  During the three months ended June 30, 2002, the
Trust also recorded a write-down of equipment, representing an impairment to the
carrying  value  of  the Trust's interest in a McDonnell Douglas MD-87 aircraft.
The  resulting  charge  of  $483,648 was based on a comparison of estimated fair
value  and carrying value of the Trust's interest in the aircraft.  The estimate
of  the fair value was based on a current offer to purchase the aircraft and the
assessment  by  the management of the Trusts of prevailing market conditions for
similar  aircraft.  Aircraft  condition,  age,  passenger  capacity,  distance
capability,  fuel  efficiency,  and  other  factors  influence market demand and
market  values  for  passenger  jet aircraft.  The events of September 11, 2001,
along  with  a recession in the United States have continued to adversely affect
the  market  demand  for  both  new  and  used  commercial  aircraft.

For financial reporting purposes, to the extent that an asset is held on primary
lease  term,  the  Trust  depreciates the difference between (i) the cost of the
asset  and  (ii)  the  estimated  residual value of the asset on a straight-line
basis  over  such  term.  For purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To  the  extent  that  an asset is held beyond its primary lease term, the Trust
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis over the asset's remaining economic life.  In addition, the
Trust  recorded  amortization  expense  in  connection with capitalized deferred
financing  costs  of $45,149 and $55,362, respectively, during the three and six
months  ended  June 30, 2002, compared to $10,214 and $20,427, respectively, for
the  same  periods  in  2001.

Interest  expense  on third party debt was $541,795 and $1,106,298, respectively
for  the  three  and  six  months  ended  June 30, 2002 compared to $625,447 and
$1,220,023,  respectively,  for  the same periods in 2001.  During the three and
six  months  ended  June  30,  2002,  the Trust also incurred $6,524 and $9,750,
respectively,  of  interest  expense  on  a  note  payable  to  PLM, executed in
conjunction  with  the  purchase  of  the remaining 17% of PLM in February 2002.
Interest  expense  will  continue  to  decrease  in  the future as the principal
balance  of notes payable is reduced through the application of rent receipts to
outstanding  debt.

Management  fees  related  to  equipment  leasing  were  $85,356  and  $174,050,
respectively,  for  the  three  and  six  months ended June 30, 2002 compared to
$85,641  and  $166,097, respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject to certain limitations.  Management fees related to the Trust's interest
in  MILPI  are  based  on  1%  of  the  cost  of  such  interest.

Operating  expenses  were $764,595 and $866,334, respectively, for the three and
six  month  periods  ended  June  30,  2002,  compared to $321,817 and $763,102,
respectively,  for  the  same periods in 2001.  Operating expenses for the three
months  ended  June 30, 2002 included approximately $485,000 of noncapitalizable
costs  incurred  in conjunction with the amendment on the debt agreement for the
aircraft  leased  to  Cygnus in June 2002.  In 2001, operating expenses included
approximately  $144,000  for  ongoing  legal matters, approximately $167,000 for
remarketing  costs  related  to  the  re-lease  of  an  aircraft to Scandinavian
Airlines  System,  and  approximately  $121,000  of costs reimbursed to EFG as a
result  of  the  successful  acquisition  of  the  PLM  common  stock  by  MILPI
Acquisition Corp. ("MILPI Acquisition").  In conjunction with the acquisition of
the  PLM  common  stock,  EFG  became  entitled to recover certain out of pocket
expenses  which  it  had  previously incurred.  Other operating expenses consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal fees, as well as printing, distribution and remarketing expenses. The
amount of future operating expenses cannot be predicted with certainty; however,
such  expenses  are usually higher during the acquisition and liquidation phases
of  a  trust.  Other  fluctuations typically occur in relation to the volume and
timing  of  remarketing  activities.

During  the  three and six months ended June 30, 2002, the Trust recorded income
of  $303,013  and  $526,346, respectively, from its ownership interest in MILPI,
compared  to  $75,895  and $116,532, respectively, for the same periods in 2001.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of accounting.  See below for a discussion of the operating
results  of  MILPI  during the respective periods. The Trust's income from MILPI
results from MILPI's ownership of PLM common stock acquired in February 2001 and
February  2002  (see  discussion  below).  PLM is an equipment leasing and asset
management  company.  The  Trust  recorded $13,471 and $16,400, respectively, of
amortization  expense  for  the  three and six months ended June 30, 2001, which
related  to  the  goodwill  recorded  at  the time of the acquisition of the PLM
common  stock by MILPI Acquisition.  Statement of Financial Accounting Standards
No.  142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), was effective
for  the Trust as of January 1, 2002 and requires the discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002,  the  date  of  adoption.  The Trust completed the goodwill impairment
analysis  during  the  quarter  ended June 30, 2002.  There was no impact on the
Trust's  financial  statements  as  a  result  of  this  analysis.

MILPI  Operating  Results
-------------------------

During  the  three and six months ended June 30, 2002, MILPI recognized revenues
of  approximately  $1,683,000  and  $3,379,000,  respectively,  compared  to
approximately  $2,406,000  and $5,613,000, respectively, for the same periods in
2001.  Revenues  for  the three and six months ended June 30, 2002 are comprised
primarily  of  management  fees  of  approximately  $1,185,000 and approximately
$2,451,000,  respectively.  Revenues for the three and six months ended June 30,
2001  are comprised primarily of management fees of approximately $1,263,000 and
$2,602,000,  respectively.

During  the three and six months ended June 30, 2002, MILPI incurred total costs
and expenses of approximately $489,000 and $1,368,000, respectively, compared to
$1,414,000  and  $3,310,000,  respectively.  Operating  expenses  for  the three
months  ended June 30, 2002 are comprised of general and administrative expenses
of  approximately  $459,000  and  depreciation  and  amortization  expense  of
approximately  $30,000.  For  the  six  months  ended  June  30, 2002, operating
expenses  are  comprised of general and administrative expenses of approximately
$1,269,000  and  depreciation and amortization expense of approximately $99,000.
Operating  expenses  for  the  three months ended June 30, 2001 are comprised of
general and administrative expenses of approximately $1,077,000 and depreciation
and  amortization  expense  of approximately $337,000.  For the six months ended
June  30,  2001,  operating  expenses  are  comprised  primarily  of general and
administrative  expenses  of  approximately  $1,772,000  and  depreciation  and
amortization  expense  of  approximately  $690,000.

During  the  three and six months ended June 30, 2002, MILPI incurred income tax
expense  of  approximately  $386,000  and  $650,000,  respectively,  compared to
approximately  $167,000  and  $422,000  for  the  same  periods  in  2001.


Real  Estate
------------

Management fees for non-equipment assets were $20,789 and $40,828, respectively,
for  the  three  and  six  months  ended  June  30, 2002 compared to $20,499 and
$40,772,  respectively,  for  the  same  periods  in  2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in  Kettle  Valley was $5,599 and $13,523, respectively, for the three
and  six  months  ended  June 30, 2001.  This note was repaid as of December 31,
2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  of  Kettle Valley's operating results below).  For the three and six
months  ended  June  30, 2002, the Trust recorded income of $6,885 and a loss of
$92,950,  respectively,  compared  to  net  losses  of  $438,312  and  $496,403,
respectively,  for  the  same  periods  of  2001, from its ownership interest in
Kettle  Valley.  This  income  and  loss  represent the Trust's share of the net
income  (loss)  of Kettle Valley recorded under the equity method of accounting.
In  addition,  the  Trust  recorded amortization expense of $16,050 and $32,100,
respectively, during the three and six months ended June 30, 2001, in connection
with  its  interest  in  Kettle  Valley.

The  Trust owns 30% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated  trusts,  and  an  affiliated
corporation,  Semele  Group Inc. ("Semele").  AFG ASIT Corporation, the Managing
Trustee  of  the  Trust  and  a subsidiary of Semele, also is the manager of EFG
Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

      Mountain  Resort  Holdings  LLC  ("Mountain  Resort")  and
 Mountain  Springs  Resort  LLC  ("Mountain  Springs").


Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest  in  DSC/Purgatory  LLC ("Purgatory") in Durango,
Colorado.

For  the  three and six months ended June 30, 2002, the Trust recorded a loss of
$535,335  and  income  of $566,197, respectively, compared to a loss of $438,083
and  income  of  $740,429,  respectively, for the same periods in 2001, from its
ownership interest in EFG Kirkwood.  This income and loss represents the Trust's
share  of the net income (loss) of EFG Kirkwood recorded under the equity method
of  accounting.  Due  to  the  seasonal nature of EFG Kirkwood's operations, the
financial  results  of  the  three months and six months ended June 30, 2002 and
2001  are  not indicative of future periods.  The three months ended March 31 of
each  year  include  the  periods  of peak income activity for the resorts.  See
below  for  a  discussion  of  the  operating  results  of  the  resorts.


Mountain  Resort  Operating  Results
------------------------------------

Mountain Resort is primarily a ski and mountain recreation resort with more than
2,000 acres of terrain, located approximately 32 miles south of Lake Tahoe.  The
resort  receives  approximately  70% of its revenues from winter ski operations,
primarily ski, lodging, retail and food and beverage services with the remainder
of  the  revenues  generated  from summer outdoor activities, including mountain
biking,  hiking  and  other  activities.  Other operations include a real estate
development  division, which has developed and is managing a 40-unit condominium
residential  and commercial building, an electric and gas utility company, which
operates  as  a regulated utility company and provides electric and gas services
to  the  Kirkwood  community,  and  a  real  estate  brokerage  company.

During  the  six  months  ended  June  30,  2002, Mountain Resort recorded total
revenues  of approximately $20,476,000 compared to approximately $20,561,000 for
the  same  period  in 2001.  The decrease in total revenues from 2001 to 2002 of
$85,000  is  the  result  of  an  increase  in  ski-related revenues offset by a
decrease  in  residential-related  and  other  operations revenues.  Ski-related
revenues  increased  approximately  $2,038,000.  The  increase  in  ski-related
revenues  resulted  from  improved  weather conditions during the winter season,
which  attracted more skiers.  Residential-related and other operations revenues
decreased  approximately $2,123,000 for the six months ended 2002 as compared to
2001.  The  decrease  in  residential-related  and other operations revenues was
primarily  attributable to a reduction in the number of condominium sales during
2002  compared  to  2001.

During  the  six  months  ended June 30, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $16,565,000 and $17,348,000, respectively.  The
decrease in total expenses of approximately $783,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related expenses. Ski-related expenses increased approximately
$1,254,000  as  a  result  of the increase in ski-related revenues, as discussed
above.  Residential-related  and  other  operations  expenses  decreased
approximately  $2,037,000  primarily  as a result of a decrease in cost of sales
from condominium units sold in the six months ended June 30, 2002 as compared to
the  same  period  in  2001,  as  also  discussed  above.

Mountain  Springs  Operating  Results
-------------------------------------

Purgatory is a ski and mountain recreation resort covering 2,500 acres, situated
on  40  miles  of  terrain  with  75  ski trails located near Durango, Colorado.
Purgatory  receives  the  majority  of  its revenues from winter ski operations,
primarily  ski,  lodging,  retail  and  food  and  beverage  services,  with the
remainder  of  revenues generated from summer outdoor activities, such as alpine
sliding  and  mountain  biking.

During  the six months ended June 30, 2002, Purgatory recorded total revenues of
approximately  $9,882,000  compared  to  approximately  $11,146,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $1,264,000 is the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were approximately $9,284,000 for the six months ended June 30,
2002  compared  to  approximately  $8,576,000  for the same period in 2001.  The
increase  in  total  expenses for the six months ended June 30, 2002 compared to
the  same period in 2001 of approximately $708,000 is a result of costs incurred
related  to  the  creation  of  certain  development  companies.


Kettle  Valley  Operating  Results
----------------------------------

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  that  is  zoned  for 1,120 residential units in addition to commercial
space.  To  date,  113  residential  units have been constructed and sold and 11
additional  units  are  under  construction.

During the three and six months ended June 30, 2002, KVD LP recorded revenues of
approximately  $1,029,000 and $1,277,000, respectively, compared to $576,000 and
$1,195,000,  respectively,  for  the  same  periods  in  2001.

KVD LP incurred total expenses of approximately $1,103,000 and $1,487,000 during
the three and six months ended June 30, 2002, respectively, compared to $722,000
and  $1,578,000,  respectively,  for  the  same  periods  in  2001.

Kettle  Valley owns a 49.9% interest in a company (the "Company") which, through
two  wholly-owned  subsidiaries,  owns  a 99.9% interest in KVD LP.  For the six
months  ended June 30, 2002, in addition to its share of the loss of KVD LP, the
Trust's  net  loss  from Kettle Valley includes a loss of $66,180 reflecting the
Trust's  share  of  the  operating  results of one of the Company's wholly-owned
subsidiaries.





<PAGE>
                             AFG INVESTMENT TRUST D

                                   FORM 10-Q/A

                         PART I.  FINANCIAL INFORMATION



Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

After  AFG  Investment  Trust D (the "Trust") filed its quarterly report on Form
10-Q  for  the quarter ended June 30, 2002 with the United States Securities and
Exchange  Commission  ("SEC"),  the Trust determined that the amount recorded as
interest  expense  in  its  financial statements for the quarter ended March 31,
2002  was  understated  by $251,485. In addition, $485,000 of costs related to a
debt  refinancing  completed  during the quarter ended June 30, 2002 should have
been expensed and reflected as a liability as of June 30, 2002. As a result, the
financial statements as of and for each of the quarters ended March 31, 2002 and
June  30,  2002 have been restated from amounts previously reported. The effects
of the restatement on the six months ended June 30, 2002 are presented in Note 1
to  the  accompanying  financial  statements and have been reflected herein. The
following  should  be read in conjunction with the restated financial statements
including  the notes thereto. The following discussion compares the restated six
months  ended June 30, 2002 financial condition and results of operations to the
June  30,  2001  financial  condition  and  results  of  operations.

Certain  statements  in  this  quarterly  report  of AFG Investment Trust D (the
"Trust")  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
important  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 collection of the Trust's contracted rents,
the  realization of residual proceeds for the Trust's equipment, the performance
of  the  Trust's  non-equipment  assets,  and  future  economic  conditions.

The  Investment  Company  Act  of  1940  (the  "Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Trust  has  active  business operations in the financial services industry,
primarily  equipment  leasing,  and  in  the  real  estate  industry through its
interests  in  EFG  Kirkwood  LLC  ("EFG Kirkwood"), C & D IT LLC and EFG/Kettle
Development  LLC  ("Kettle  Valley").  The  Trust  does  not intend to engage in
investment  activities  in a manner or to an extent that would require the Trust
to register as an investment company under the Act. However, it is possible that
the  Trust  may  unintentionally engage in an activity or activities that may be
construed  to  fall within the scope of the Act. The Managing Trustee is engaged
in  discussions  with  the  staff  of  the  Securities  and  Exchange Commission
regarding  whether  or not the Trust may be an inadvertent investment company by
virtue  of its recent acquisition activities. The Managing Trustee has consulted
counsel  and believes that the Trust is not an investment company.  If the Trust
was  determined  to  be  an  investment company, its business would be adversely
affected.  The  Act,  among  other  things, prohibits an unregistered investment
company  from  offering  securities  for  sale  or  engaging  in any business or
interstate  commerce.  If  necessary, the Trust intends to avoid being deemed an
investment company by disposing of or acquiring certain assets that it might not
otherwise  dispose  of  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 Managing Trustee to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements. On a regular basis, the Managing Trustee reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation,  impairment  of  long-lived  assets  and  contingencies.  These
estimates  are  based  on  the  Managing  Trustee'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  Managing  Trustee  believes,  however,  that  the  estimates,
including  those  for  the  above-listed  items,  are  reasonable.

The  Managing Trustee 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 Trust monthly or quarterly and no
--------------------
significant  amounts  are  calculated on factors other than the passage of time.
The Trust'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 Trust's primary business involves the
--------------------------------------
purchase and subsequent lease of long-lived equipment.  The Trust'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
Trust  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 Trust continues to
depreciate  the  remaining  net book value of the asset on a straight-line basis
over  the  asset's  remaining  economic  life.

Impairment  of  long-lived  assets:  In  accordance  with Statement of Financial
-----------------------------------
Accounting  Standards  No.  144,  "Accounting  for the Impairment or Disposal of
----
Long-Lived Assets" ("SFAS No. 144"), the Company evaluates long-lived assets for
----
impairment  whenever events or circumstances indicate that the carrying bases of
such  assets  may not be recoverable.  Losses for impairment are recognized when
the undiscounted cash flows estimated to be realized from a long-lived asset are
determined  to  be less than the carrying basis of the asset.  The determination
of  net realizable value for a given investment requires several considerations,
including  but  not  limited  to,  income  expected to be earned from the asset,
estimated  sales  proceeds,  and  holding  costs  excluding  interest.

Contingencies  and  litigation:  The  Trust  is  subject  to  legal  proceedings
-------------------------------
involving ordinary and routine claims related to its business when quantifiable,
-------
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 Trust may be required to adjust amounts
recorded  in  its  financial  statements.

Segment  Reporting
------------------

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI Holdings, LLC ("MILPI"), which owns 100% of PLM International,
Inc.,  ("PLM") an equipment leasing and asset management company.  From February
2001  to  February  6,  2002,  MILPI,  through  a wholly owned subsidiary, owned
approximately  83% of PLM.  Effective February 7, 2002, MILPI owned 100% of PLM.
The  Real  Estate  segment includes the ownership, management and development of
commercial properties, recreational properties, condominiums, interval ownership
units,  townhomes,  single  family  homes and land sales included in the Trust's
ownership  interests  in  EFG  Kirkwood,  C  &  D  IT  LLC,  and  Kettle Valley.

The  Trust's  reportable  segments  offer different products or services and are
managed  separately  because  each  requires  different operating strategies and
management  expertise.  There  are  no material intersegment sales or transfers.

Segment information for the three and six months ended June 30, 2002 and 2001 is
summarized  below.

<TABLE>
<CAPTION>
                                           Three months ended June 30,   Six months ended June 30,
                                               2002                         2002
                                            (Restated)       2001        (Restated)        2001
<S>                                       <C>           <C>             <C>           <C>
Total Income (1):
   Equipment leasing                      $ 1,566,964   $   1,525,978   $ 2,880,299   $ 3,385,132
   Real estate                                      -               -             -             -
                                          ------------  --------------  ------------  ------------
     Total                                $ 1,566,964   $   1,525,978   $ 2,880,299   $ 3,385,132
                                          ============  ==============  ============  ============

Operating Expenses and Management Fees:
   Equipment leasing                      $   849,951   $     410,458   $ 1,040,384   $   929,199
   Real estate                                 20,789          20,499        40,828        40,772
                                          ------------  --------------  ------------  ------------
     Total                                $   870,740   $     430,957   $ 1,081,212   $   969,971
                                          ============  ==============  ============  ============

Interest Expense:
   Equipment leasing                      $   548,319   $     625,447   $ 1,116,048   $ 1,220,023
   Real estate                                      -           5,599             -        13,523
                                          ------------  --------------  ------------  ------------
     Total                                $   548,319   $     631,046   $ 1,116,048   $ 1,233,546
                                          ============  ==============  ============  ============

Depreciation, Write-down of Equipment
   and Amortization Expense:
   Equipment leasing                      $ 1,711,591   $   1,325,000   $ 2,923,315   $ 2,659,343
   Real estate                                      -          16,050             -        32,100
                                          ------------  --------------  ------------  ------------
     Total                                $ 1,711,591   $   1,341,050   $ 2,923,315   $ 2,691,443
                                          ============  ==============  ============  ============

 Equity Interests:
   Equipment leasing                      $   303,013   $      75,895   $   526,346   $   116,532
   Real estate                               (528,450)       (876,395)      473,247       244,026
                                          ------------  --------------  ------------  ------------
     Total                                $  (225,437)  $    (800,500)  $   999,593   $   360,558
                                          ============  ==============  ============  ============

 Net loss                                 $(1,789,123)  $  (1,677,575)  $(1,240,683)  $(1,149,270)
                                          ============  ==============  ============  ============

 Capital Expenditures:
   Equipment leasing                      $         -   $           -   $ 1,983,321   $ 7,485,654
   Real estate                                      -               -     1,000,000             -
                                          ------------  --------------  ------------  ------------
     Total                                $         -   $           -   $ 2,983,321   $ 7,485,654
                                          ============  ==============  ============  ============

 .                                        As of         As of
 .                                        June 30,      December 31,
 .                                               2002            2001
 Assets:
   Equipment leasing                      $37,749,200   $  40,345,813
   Real estate                              7,548,631       6,075,384
                                          ------------  --------------
     Total                                $45,297,831   $  46,421,197
                                          ============  ==============
</TABLE>



(1)  Includes  equipment  leasing  revenue  of  $1,219,898  and  $2,519,851,
respectively,  for  the  three  and  six months ended June 30, 2002, compared to
$1,403,370  and  $2,737,677,  respectively,  for  the  same  periods  in  2001.

Three  and  six  months ended June 30, 2002 compared to the three and six months
--------------------------------------------------------------------------------
ended  June  30,  2001:
-----------------------

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

Equipment  Leasing
------------------

For  the  three  and six month periods ended June 30, 2002, the Trust recognized
lease revenue of $1,219,898 and $2,519,851, respectively, compared to $1,403,370
and  $2,737,677,  respectively,  for  the same periods in 2001.  The decrease in
lease  revenue  from 2001 to 2002 resulted primarily from lease term expirations
and  the  sale  of equipment.  Future lease term expirations and equipment sales
will  result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest  income  for  the  three  and six month periods ended June 30, 2002 was
$4,178 and $9,060, respectively, compared to $40,516 and $114,293, respectively,
for  the  same periods in 2001.  Interest income is typically generated from the
temporary  investment  of  rental  receipts  and  equipment  sales  proceeds  in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three  and  six  months  ended  June 30, 2002, the Trust sold fully
depreciated  equipment  and  equipment  having  a  net  book  value  of  $1,998,
respectively  to  existing lessees and third parties.  These sales resulted in a
net  gain,  for  financial  statement  purposes,  of  $342,888  and  $351,388,
respectively.  During  the  three  and six months ended June 30, 2001, the Trust
sold  equipment having a net book value of $87,981 and $109,068, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $9,368  and  $420,747,  respectively.

It  cannot  be determined whether future sales of equipment will result in a net
gain or a net loss to the Trust, as such transactions will be dependent upon the
condition  and type of equipment being sold and its marketability at the time of
sale.  In  addition, the amount of gain or loss reported for financial statement
purposes  is  partly  a  function  of  the  amount  of  accumulated depreciation
associated  with  the  equipment  being  sold.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous to the Trust and which will maximize
total  cash  returns  for  each  asset.

The  total  economic  value  realized  upon  final  disposition of 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 Trust 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  Trust  achieved  from  leasing  the  equipment.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  six  months  ended  June 30, 2001, the Trust
recognized income of $79,850 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense was $1,182,794 and $2,384,305, respectively, for the three
and  six months ended June 30, 2002 and $1,301,315 and $2,622,516, respectively,
for  the same periods of 2001.  During the three months ended June 30, 2002, the
Trust also recorded a write-down of equipment, representing an impairment to the
carrying  value  of  the Trust's interest in a McDonnell Douglas MD-87 aircraft.
The  resulting  charge  of  $483,648 was based on a comparison of estimated fair
value  and carrying value of the Trust's interest in the aircraft.  The estimate
of  the fair value was based on a current offer to purchase the aircraft and the
assessment  by  the management of the Trusts of prevailing market conditions for
similar  aircraft.  Aircraft  condition,  age,  passenger  capacity,  distance
capability,  fuel  efficiency,  and  other  factors  influence market demand and
market  values  for  passenger  jet aircraft.  The events of September 11, 2001,
along  with  a recession in the United States have continued to adversely affect
the  market  demand  for  both  new  and  used  commercial  aircraft.

For financial reporting purposes, to the extent that an asset is held on primary
lease  term,  the  Trust  depreciates the difference between (i) the cost of the
asset  and  (ii)  the  estimated  residual value of the asset on a straight-line
basis  over  such  term.  For purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To  the  extent  that  an asset is held beyond its primary lease term, the Trust
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis over the asset's remaining economic life.  In addition, the
Trust  recorded  amortization  expense  in  connection with capitalized deferred
financing  costs  of $45,149 and $55,362, respectively, during the three and six
months  ended  June 30, 2002, compared to $10,214 and $20,427, respectively, for
the  same  periods  in  2001.

Interest  expense  on third party debt was $541,795 and $1,106,298, respectively
for  the  three  and  six  months  ended  June 30, 2002 compared to $625,447 and
$1,220,023,  respectively,  for  the same periods in 2001.  During the three and
six  months  ended  June  30,  2002,  the Trust also incurred $6,524 and $9,750,
respectively,  of  interest  expense  on  a  note  payable  to  PLM, executed in
conjunction  with  the  purchase  of  the remaining 17% of PLM in February 2002.
Interest  expense  will  continue  to  decrease  in  the future as the principal
balance  of notes payable is reduced through the application of rent receipts to
outstanding  debt.

Management  fees  related  to  equipment  leasing  were  $85,356  and  $174,050,
respectively,  for  the  three  and  six  months ended June 30, 2002 compared to
$85,641  and  $166,097, respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject to certain limitations.  Management fees related to the Trust's interest
in  MILPI  are  based  on  1%  of  the  cost  of  such  interest.

Operating  expenses  were $764,595 and $866,334, respectively, for the three and
six  month  periods  ended  June  30,  2002,  compared to $321,817 and $763,102,
respectively,  for  the  same  periods in 2001. Operating expenses for the three
months  ended  June 30, 2002 included approximately $485,000 of noncapitalizable
costs  incurred  in conjunction with the amendment on the debt agreement for the
aircraft  leased  to  Cygnus  in June 2002. In 2001, operating expenses included
approximately  $144,000  for  ongoing  legal matters, approximately $167,000 for
remarketing  costs  related  to  the  re-lease  of  an  aircraft to Scandinavian
Airlines  System,  and  approximately  $121,000  of costs reimbursed to EFG as a
result  of  the  successful  acquisition  of  the  PLM  common  stock  by  MILPI
Acquisition Corp. ("MILPI Acquisition").  In conjunction with the acquisition of
the  PLM  common  stock,  EFG  became  entitled to recover certain out of pocket
expenses  which  it  had  previously incurred.  Other operating expenses consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal fees, as well as printing, distribution and remarketing expenses. The
amount of future operating expenses cannot be predicted with certainty; however,
such  expenses  are usually higher during the acquisition and liquidation phases
of  a  trust.  Other  fluctuations typically occur in relation to the volume and
timing  of  remarketing  activities.

During  the  three and six months ended June 30, 2002, the Trust recorded income
of  $303,013  and  $526,346, respectively, from its ownership interest in MILPI,
compared  to  $75,895  and $116,532, respectively, for the same periods in 2001.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of accounting.  See below for a discussion of the operating
results  of  MILPI  during the respective periods. The Trust's income from MILPI
results from MILPI's ownership of PLM common stock acquired in February 2001 and
February  2002  (see  discussion  below).  PLM is an equipment leasing and asset
management  company.  The  Trust  recorded $13,471 and $16,400, respectively, of
amortization  expense  for  the  three and six months ended June 30, 2001, which
related  to  the  goodwill  recorded  at  the time of the acquisition of the PLM
common  stock by MILPI Acquisition.  Statement of Financial Accounting Standards
No.  142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), was effective
for  the Trust as of January 1, 2002 and requires the discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002,  the  date  of  adoption.  The Trust completed the goodwill impairment
analysis  during  the  quarter  ended June 30, 2002.  There was no impact on the
Trust's  financial  statements  as  a  result  of  this  analysis.

MILPI  Operating  Results
-------------------------

During  the  three and six months ended June 30, 2002, MILPI recognized revenues
of  approximately  $1,683,000  and  $3,379,000,  respectively,  compared  to
approximately  $2,406,000  and $5,613,000, respectively, for the same periods in
2001.  Revenues  for  the three and six months ended June 30, 2002 are comprised
primarily  of  management  fees  of  approximately  $1,185,000 and approximately
$2,451,000,  respectively.  Revenues for the three and six months ended June 30,
2001  are comprised primarily of management fees of approximately $1,263,000 and
$2,602,000,  respectively.

During  the three and six months ended June 30, 2002, MILPI incurred total costs
and expenses of approximately $489,000 and $1,368,000, respectively, compared to
$1,414,000  and  $3,310,000,  respectively.  Operating  expenses  for  the three
months  ended June 30, 2002 are comprised of general and administrative expenses
of  approximately  $459,000  and  depreciation  and  amortization  expense  of
approximately  $30,000.  For  the  six  months  ended  June  30, 2002, operating
expenses  are  comprised of general and administrative expenses of approximately
$1,269,000  and  depreciation and amortization expense of approximately $99,000.
Operating  expenses  for  the  three months ended June 30, 2001 are comprised of
general and administrative expenses of approximately $1,077,000 and depreciation
and  amortization  expense  of approximately $337,000.  For the six months ended
June  30,  2001,  operating  expenses  are  comprised  primarily  of general and
administrative  expenses  of  approximately  $1,772,000  and  depreciation  and
amortization  expense  of  approximately  $690,000.

During  the  three and six months ended June 30, 2002, MILPI incurred income tax
expense  of  approximately  $386,000  and  $650,000,  respectively,  compared to
approximately  $167,000  and  $422,000  for  the  same  periods  in  2001.


Real  Estate
------------

Management fees for non-equipment assets were $20,789 and $40,828, respectively,
for  the  three  and  six  months  ended  June  30, 2002 compared to $20,499 and
$40,772,  respectively,  for  the  same  periods  in  2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in  Kettle  Valley was $5,599 and $13,523, respectively, for the three
and  six  months  ended  June 30, 2001.  This note was repaid as of December 31,
2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  of  Kettle Valley's operating results below).  For the three and six
months  ended  June  30, 2002, the Trust recorded income of $6,885 and a loss of
$92,950,  respectively,  compared  to  net  losses  of  $438,312  and  $496,403,
respectively,  for  the  same  periods  of  2001, from its ownership interest in
Kettle  Valley.  This  income  and  loss  represent the Trust's share of the net
income  (loss)  of Kettle Valley recorded under the equity method of accounting.
In  addition,  the  Trust  recorded amortization expense of $16,050 and $32,100,
respectively, during the three and six months ended June 30, 2001, in connection
with  its  interest  in  Kettle  Valley.

The  Trust owns 30% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated  trusts,  and  an  affiliated
corporation,  Semele  Group Inc. ("Semele").  AFG ASIT Corporation, the Managing
Trustee  of  the  Trust  and  a subsidiary of Semele, also is the manager of EFG
Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

      Mountain  Resort  Holdings  LLC  ("Mountain  Resort")  and
 Mountain  Springs  Resort  LLC  ("Mountain  Springs").


Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest  in  DSC/Purgatory  LLC ("Purgatory") in Durango,
Colorado.

For  the  three and six months ended June 30, 2002, the Trust recorded a loss of
$535,335  and  income  of $566,197, respectively, compared to a loss of $438,083
and  income  of  $740,429,  respectively, for the same periods in 2001, from its
ownership interest in EFG Kirkwood.  This income and loss represents the Trust's
share  of the net income (loss) of EFG Kirkwood recorded under the equity method
of  accounting.  Due  to  the  seasonal nature of EFG Kirkwood's operations, the
financial  results  of  the  three months and six months ended June 30, 2002 and
2001  are  not indicative of future periods.  The three months ended March 31 of
each  year  include  the  periods  of peak income activity for the resorts.  See
below  for  a  discussion  of  the  operating  results  of  the  resorts.


Mountain  Resort  Operating  Results
------------------------------------

Mountain Resort is primarily a ski and mountain recreation resort with more than
2,000 acres of terrain, located approximately 32 miles south of Lake Tahoe.  The
resort  receives  approximately  70% of its revenues from winter ski operations,
primarily ski, lodging, retail and food and beverage services with the remainder
of  the  revenues  generated  from summer outdoor activities, including mountain
biking,  hiking  and  other  activities.  Other operations include a real estate
development  division, which has developed and is managing a 40-unit condominium
residential  and commercial building, an electric and gas utility company, which
operates  as  a regulated utility company and provides electric and gas services
to  the  Kirkwood  community,  and  a  real  estate  brokerage  company.

During  the  six  months  ended  June  30,  2002, Mountain Resort recorded total
revenues  of approximately $20,476,000 compared to approximately $20,561,000 for
the  same  period  in 2001.  The decrease in total revenues from 2001 to 2002 of
$85,000  is  the  result  of  an  increase  in  ski-related revenues offset by a
decrease  in  residential-related  and  other  operations revenues.  Ski-related
revenues  increased  approximately  $2,038,000.  The  increase  in  ski-related
revenues  resulted  from  improved  weather conditions during the winter season,
which  attracted more skiers.  Residential-related and other operations revenues
decreased  approximately $2,123,000 for the six months ended 2002 as compared to
2001.  The  decrease  in  residential-related  and other operations revenues was
primarily  attributable to a reduction in the number of condominium sales during
2002  compared  to  2001.

During  the  six  months  ended June 30, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $16,565,000 and $17,348,000, respectively.  The
decrease in total expenses of approximately $783,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related expenses. Ski-related expenses increased approximately
$1,254,000  as  a  result  of the increase in ski-related revenues, as discussed
above.  Residential-related  and  other  operations  expenses  decreased
approximately  $2,037,000  primarily  as a result of a decrease in cost of sales
from condominium units sold in the six months ended June 30, 2002 as compared to
the  same  period  in  2001,  as  also  discussed  above.

Mountain  Springs  Operating  Results
-------------------------------------

Purgatory is a ski and mountain recreation resort covering 2,500 acres, situated
on  40  miles  of  terrain  with  75  ski trails located near Durango, Colorado.
Purgatory  receives  the  majority  of  its revenues from winter ski operations,
primarily  ski,  lodging,  retail  and  food  and  beverage  services,  with the
remainder  of  revenues generated from summer outdoor activities, such as alpine
sliding  and  mountain  biking.

During  the six months ended June 30, 2002, Purgatory recorded total revenues of
approximately  $9,882,000  compared  to  approximately  $11,146,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $1,264,000 is the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were approximately $9,284,000 for the six months ended June 30,
2002  compared  to  approximately  $8,576,000  for the same period in 2001.  The
increase  in  total  expenses for the six months ended June 30, 2002 compared to
the  same period in 2001 of approximately $708,000 is a result of costs incurred
related  to  the  creation  of  certain  development  companies.


Kettle  Valley  Operating  Results
----------------------------------

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  that  is  zoned  for 1,120 residential units in addition to commercial
space.  To  date,  113  residential  units have been constructed and sold and 11
additional  units  are  under  construction.

During the three and six months ended June 30, 2002, KVD LP recorded revenues of
approximately  $1,029,000 and $1,277,000, respectively, compared to $576,000 and
$1,195,000,  respectively,  for  the  same  periods  in  2001.

KVD LP incurred total expenses of approximately $1,103,000 and $1,487,000 during
the three and six months ended June 30, 2002, respectively, compared to $722,000
and  $1,578,000,  respectively,  for  the  same  periods  in  2001.

Kettle  Valley owns a 49.9% interest in a company (the "Company") which, through
two  wholly-owned  subsidiaries,  owns  a 99.9% interest in KVD LP.  For the six
months  ended June 30, 2002, in addition to its share of the loss of KVD LP, the
Trust's  net  loss  from Kettle Valley includes a loss of $66,180 reflecting the
Trust's  share  of  the  operating  results of one of the Company's wholly-owned
subsidiaries.


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

The  Trust  by  its  nature  is  a  limited  life  entity. The Trust's principal
operating  activities  derive  from  asset rental transactions. Accordingly, the
Trust's  principal  source of cash from operations is provided by the collection
of  periodic  rents.  These  cash  inflows  are  used  to  satisfy  debt service
obligations  associated  with  leveraged  leases, and to pay management fees and
operating costs. Operating activities generated net cash inflows of $503,562 and
$1,218,667 for the six months ended June 30, 2002 and 2001, respectively. Future
renewal, re-lease and equipment sale activities will continue to cause a decline
in  the  Trust's  lease  revenue  and  corresponding  sources of operating cash.
Expenses  associated  with rental activities, such as management fees, also will
decline  as  the  Trust  remarkets  its equipment. The amount of future 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  events  of September 11, 2001, along with a recession in the United States,
have  continued  to  adversely  affect  the  market demand for both new and used
commercial aircraft and weakened the financial position of several airlines.  No
direct damage occurred to any of the Trust's assets as a result of these events.
Management  of  the  Trust expects that the resulting decline in air travel will
suppress market prices for used aircraft in the short-term and could inhibit the
viability  of  some  airlines.  In  the  event of a lease default by an aircraft
lessee,  the  Trust  could  experience  material  losses.  At June 30, 2002, the
Trusts  considers  all  rents owed from aircraft lessees to be collectible.  The
Trust  is  monitoring  developments in the airline industry and will continue to
evaluate  potential  implications  to  the Trust's financial position and future
liquidity.

At  lease  inception,  the  Trust's  equipment  was  leased  by  a  number  of
creditworthy,  investment-grade  companies  and,  to  date,  the  Trust  has not
experienced any material collection problems and has not considered it necessary
to  provide  an  allowance  for  doubtful  accounts.  Notwithstanding a positive
collection  history, there is no assurance that all future contracted rents will
be  collected  or  that  the  credit  quality  of  the  Trust's  leases  will be
maintained.  The credit quality of an individual lease may deteriorate after the
lease  is  entered  into.  Collection  risk  could  increase  in  the  future,
particularly as the Trust remarkets its equipment and enters re-lease agreements
with  different  lessees.  The  Managing  Trustee  will continue to evaluate and
monitor  the  Trust's  experience in collecting accounts receivable to determine
whether  a  future  allowance  for  doubtful  accounts  may  become appropriate.

At  June  30, 2002, the Trust was due aggregate future minimum lease payments of
$8,410,312 from contractual lease agreements, a portion of which will be used to
amortize the principal balance of notes payable of $23,126,349.  Additional cash
inflows  will  be  realized  from  future  remarketing activities, such as lease
renewals and equipment sales, the timing and extent of which cannot be predicted
with  certainty.  This  is  because  the timing and extent of equipment sales is
often  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.  Accordingly, the cash flows of the
Trust  will  become  less  predictable  as  the  Trust  remarkets its equipment.

Cash  expended  for  asset  acquisitions  and  cash realized from asset disposal
transactions  are  reported  under  investing  activities  on  the  accompanying
Statement  of  Cash  Flows.

In  December  2000,  the Trust and three affiliated trusts (the "Trusts") formed
MILPI,  which  formed MILPI Acquisition, a wholly owned subsidiary of MILPI. The
Trusts collectively paid $1.2 million for their membership interest in MILPI and
MILPI  purchased the shares of MILPI Acquisition for an aggregate purchase price
of  $1.2  million  at  December  31,  2000  ($432,000  for  the  Trust).  MILPI
Acquisition  entered  into a definitive agreement (the "Agreement") with PLM, an
equipment  leasing and asset management company, for the purpose of acquiring up
to  100%  of  the  outstanding  common stock of PLM, for an approximate purchase
price  of up to $27 million. In connection with the acquisition, on December 29,
2000,  MILPI  Acquisition  commenced  a  tender offer to purchase any and all of
PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The  Trust's  36%  membership interest in MILPI,
prior to its additional acquisition in February 2002 described below, had a cost
of $7,987,757, including associated fees and capitalized costs.  Under the terms
of  the  Agreement, with the approval of the holders of 50.1% of the outstanding
common  stock of PLM, MILPI Acquisition would merge into PLM, with PLM being the
surviving  entity.  The merger was completed when MILPI obtained approval of the
merger  from  PLM's  shareholders pursuant to a special shareholders' meeting on
February  6,  2002.

On  February  7, 2002, the Trust and AFG Investment Trust C ("Trust C") provided
approximately  $4.4  million  to  acquire the remaining 17% of PLM's outstanding
common  stock,  of  which  $1,983,321  (including  acquisition  fees  of $19,636
discussed  below)  was  contributed  by  the Trust. The funds were obtained from
existing  resources  and  internally  generated funds and by means of a 364 day,
unsecured  loan  from PLM evidenced by a promissory note in the principal amount
of  $589,105  that bears interest at LIBOR plus 200 basis points.  Subsequent to
the  merger,  the  Trust's  ownership  interest  increased  from  36%  to 37.5%.

Effective  February  2002,  the  Trust has a 37.50% membership interest in MILPI
having  an  original  cost  of  $9,971,078.  The cost of the Trust's interest in
MILPI  reflects MILPI's cost of acquiring the common stock of PLM, including the
amount paid for the shares tendered of $9,802,945, capitalized transaction costs
of  $70,104 and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele
of $98,029.  The Trust capitalized these transaction costs, of which $16,400 was
amortized during the six months ended June 30, 2001.  SFAS No. 142 was effective
for  the Trust as of January 1, 2002 and requires the discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002,  the  date  of  adoption.  The Trust completed the goodwill impairment
analysis  during  the  quarter  ended June 30, 2002.  There was no impact on the
Trust's  financial  statements  as  a  result  of  this  analysis.

On  March  12,  2002,  PLM  declared  and  paid  a  cash  dividend  to  MILPI of
approximately  $2.7  million.  MILPI  then  declared and paid a cash dividend of
approximately  $2.7  million,  of  which  the  Trust's  share  was  $1,000,092.

In  March  2002,  the  Trust and Trust C formed C & D IT LLC, a Delaware limited
liability  company,  as a 50%/50% owned joint venture that is co-managed by each
of  the  Trust  and  Trust  C  (the  "C  & D Joint Venture") to which each Trust
contributed  $1  million.  The C & D Joint Venture was formed for the purpose of
making  a conditional contribution of $2.0 million to BMLF/BSLF II Rancho Malibu
Limited Partnership ("Rancho Malibu Limited Partnership") in exchange for 25% of
the  interests  in  Rancho  Malibu Limited Partnership (the "C & D Joint Venture
Contribution").  The  C  & D Joint Venture was admitted to Rancho Malibu Limited
Partnership  as  a  co-managing  general  partner  pursuant  to  the terms of an
amendment to Rancho Malibu Limited Partnership Agreement.  The other partners in
Rancho  Malibu  Limited  Partnership are Semele and its wholly-owned subsidiary,
Rancho  Malibu  Corp.,  the  other  co-managing  general  partner.

Rancho  Malibu Limited Partnership owns the 274-acre parcel of land near Malibu,
California  and  is  developing  it  as  a  single-family  luxury  residential
subdivision. The conditional C & D Joint Venture Contribution was made to assure
participation  in  the future development of the parcel.  It was made subject to
the future solicitation of the consent of the beneficiaries of each of the Trust
and  Trust  C.  The  C  &  D  Joint Venture Contribution is conditioned upon the
consummation  of  a transaction pursuant to which Semele and Rancho Malibu Corp.
will contribute all of the partnership interests that they hold in Rancho Malibu
Limited  Partnership along with 100% of the membership interests Semele holds in
RM  Financing  LLC  to RMLP, Inc., a newly formed subsidiary of PLM, in exchange
for  $5.5  million  in  cash,  a  $2.5 million promissory note and 182 shares of
common  stock of RMLP, Inc.  (The sole asset of RM Financing LLC is a Note dated
December  31, 1990 (the "Note").  The Note was held by Semele's predecessor when
it  took  a deed in lieu of foreclosure on the property from the original owner.
The  unpaid  balance of the Note is $14,250,000 plus accrued interest as of June
30,  2002.

The  C & D Joint Venture possesses the right to withdraw the C & D Joint Venture
Contribution from Rancho Malibu Limited Partnership if the transactions have not
taken  place  within  ninety  days  of  the  receipt  by  Rancho  Malibu Limited
Partnership  of  notice from the C & D Joint Venture that the requisite consents
of the beneficiaries of the Trust and Trust C have been received.  This right of
the  C  &  D Joint Venture is secured by a pledge of 50% of the capital stock of
Rancho  Malibu  Corp.  and  50%  of  the  interests  in  Rancho  Malibu  Limited
Partnership  held  by  Semele  and  Rancho  Malibu  Corp.

During  the six months ended June 30, 2002 and 2001, the Trust realized net cash
proceeds  from  equipment  disposals  of  $353,376  and  $529,815, respectively.
Future  inflows  of cash from equipment 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.

The  Trust  and  Trust  C  formed  EFG/Kettle Development LLC for the purpose of
acquiring  a  49.9%  indirect ownership interest in a real estate development in
Kelowna,  British  Columbia  in  Canada  called  Kettle  Valley.

The  Trust  also  has  an ownership interest in EFG Kirkwood.  EFG Kirkwood is a
joint  venture  among  the  Trust,  certain  affiliated Trusts and Semele and is
managed by AFG ASIT Corporation. EFG Kirkwood is a member in two joint ventures,
Mountain  Resort  and  Mountain  Springs.

Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest in the Purgatory Ski resort in Durango, Colorado.

The risks generally associated with real estate include, 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, and other
governmental  rules.

The  Trust's  involvement  in  real estate development also introduces financial
risks,  including  the potential need to borrow funds to develop the real estate
projects.  While  the  Trust's management presently does not foresee any unusual
risks  in  this  regard,  it  is possible that factors beyond the control of the
Trust,  its  affiliates  and joint venture partners, such as a tightening credit
environment,  could  limit  or  reduce  its  ability  to  secure adequate credit
facilities at a time when they might be needed in the future. Alternatively, the
Trust  could  establish joint ventures with other parties to share participation
in  its  development  projects.

Ski  resorts  are subject to a number of risks, including weather-related risks.
The  ski  resort business is seasonal in nature and insufficient snow during the
winter  season  can  adversely  effect the profitability of a given resort. Many
operators  of  ski resorts have greater resources and experience in the industry
than  the  Trust,  its  affiliates  and  its  joint  venture  partners.

The  Trust  obtained  long-term  financing  in connection with certain equipment
leases  and  a  portion  of  its  interest  in  MILPI.  The  origination of such
indebtedness  and  the  subsequent  repayments  of  principal  are  reported  as
components of financing activities.  At June 30, 2002, the Trust had third party
debt  obligations  outstanding  totaling  $23,126,349.  These  notes  will  be
partially  amortized  by  the remaining contracted lease payments.  However, the
Trust  has  balloon  payment  obligations  of  $15,806,720  and  $3,128,690,
respectively,  at  the  expiration of the lease terms related to its interest in
aircraft leased to Scandinavian Airlines System in December 2003 and an aircraft
leased  to  Cygnus  Air,  S.A.  in  January  2005. Repayment of the balloon debt
obligations will be dependent upon the negotiations of future lease contracts or
future  sale  of  these assets or alternatively, the use of working capital.  In
addition,  in  February  2002, the Trust received debt proceeds of $589,105 from
PLM  in  connection  with the acquisition of the balance of the PLM common stock
discussed  above.

In  July  1997,  the  Trust  issued  3,142,083  Class  B  Interests at $5.00 per
interest.  Class  A  Beneficiaries purchased 1,400 Class B Interests, generating
$7,000 of such aggregate capital contributions, and EFG, as Special Beneficiary,
purchased  3,140,683 Class B Interests.  Subsequently, EFG transferred its Class
B  Interests  to  a  special-purpose  company,  Equis  II Corporation.  EFG also
transferred  its  ownership of AFG ASIT Corporation, the Managing Trustee of the
Trust,  to  Equis  II Corporation.  In December 1999, an affiliate of the Trust,
Semele,  purchased  85%  of the common stock of Equis II Corporation, subject to
certain  voting  restrictions with respect to the Class B Interests of the Trust
owned  by  Equis II Corporation.  In May 2000, Semele acquired the remaining 15%
of  the  common  stock of Equis II Corporation and, in November 2000, the voting
restrictions  with  respect  to  the  Class  B  Interests were terminated.  As a
result,  Semele  has  voting  control  over  the  Trust.  The  former  majority
stockholders of Equis II Corporation, Gary D. Engle and James A. Coyne, are both
members of the Board of Directors of, and collectively control a majority of the
stock in, Semele. Mr. Engle is Semele's Chairman and Chief Executive Officer and
Mr.  Coyne  is  Semele's  President  and  Chief  Operating  Officer.

The  proceeds  from the Class B offering were intended to be used principally to
repurchase  a  portion of the Trust's Class A Beneficiary Interests and to pay a
one-time special cash distribution of $3,075,818 ($1.47 per Class A Interest) to
the  Trust's  Class  A  Beneficiaries.  That distribution was paid on August 15,
1997.  The  remainder of the offering proceeds was classified as restricted cash
pending  its  use  for  the repurchase of Class A Interests or its return to the
Class  B  Interest  holders.  On August 7, 1997, the Trust commenced an offer to
purchase  up  to  45%  of  the  outstanding Class A Beneficiary Interests of the
Trust.  On  October  10,  1997,  the  Trust  used $1,606,322 of the net proceeds
realized  from  the issuance of the Class B Interests to purchase 153,275 of the
Class  A  Interests  tendered  as  a result of the offer. On April 28, 1998, the
Trust  purchased 1,000 additional Class A Interests at a cost of $9,000. On July
6,  1998,  the  Trust  used $5,601,790 of the Class B offering proceeds to pay a
capital  distribution  to  the  Class  B  Beneficiaries. In July 1999, the Trust
distributed  $1,572,405,  including  legal  fees  of $84,520 paid to Plaintiffs'
counsel,  as a special cash distribution ($0.77 per unit, net of legal fees). In
addition,  Equis  II  Corporation  agreed  to  commit  $3,537,910 of the Class B
Capital  Contributions  (the  remaining  balance  of the restricted cash) to the
Trust  for  the  Trust's  investment  purposes.

After  the  amendment  of  the  Trust  Agreement  in  1998, the Managing Trustee
evaluated  and  pursued a number of potential new acquisitions, several of which
the  Managing  Trustee  concluded  had market returns that it believed were less
than  adequate  given  the  potential  risks.  Most  transactions  involved  the
equipment  leasing,  business  finance  and  real estate development industries.
Although,  at  the  time,  the Managing Trustee intended to continue to evaluate
additional  new investments, it anticipated that the Trust would be able to fund
these  new  investments with cash on hand or other sources, such as the proceeds
from future asset sales or refinancings and new indebtedness.   As a result, the
Trust  declared a special cash distribution during the fourth quarter of 1999 to
the  Trust  Beneficiaries  totaling  $13,200,000,  which was paid on January 19,
2000.

After  the  special  distribution  on  January 19, 2000, the Trust adopted a new
distribution  policy  and  suspended  the  payment  of  regular  monthly  cash
distributions.  The  Managing  Trustee  does  not  expect  to  reinstate  cash
distributions  until  expiration  of the Trust's reinvestment period in December
2002;  however, the Managing Trustee periodically will review and consider other
one-time  distributions.  In  addition  to  maintaining  sales  proceeds  for
reinvestment,  the Managing Trustee expects that the Trust will retain cash from
operations  and  future  sales  and  refinancings  to  fully  retire  its  debt
obligations  and  for  the  continued  maintenance  of  the  Trust's  assets.

No  cash  distributions  have  been  declared  since  the  special  distribution
described  above.  In  any given year, it is possible that Beneficiaries 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 Beneficiaries
adequate  to  cover  any  tax  obligation.  The  Trust  Agreement  requires that
sufficient  distributions  be  made to enable the Beneficiaries to pay any state
and  federal  income  taxes  arising  from any sale or refinancing transactions,
subject  to  certain  limitations.

Cash  distributions  when  paid  to the Participants generally 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  Trust  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 Trust's non-equipment assets. Future
market  conditions,  technological  changes,  the  ability  of EFG to manage and
remarket  the  equipment, and many other events and circumstances, could enhance
or  detract from individual yields and the collective performance of the Trust's
equipment  portfolio.  The ability of the Managing Trustee and its affiliates to
develop  and  profitably manage its non-equipment assets and the return from its
interest  MILPI  will  impact  the  Trust's  overall  performance.

In  the  future,  the  nature of the Trust's operations and principal cash flows
will continue to shift from rental receipts to equipment sale proceeds.  As this
occurs,  the  Trust's cash flows resulting from equipment investments may become
more  volatile  in  that certain of the Trust's equipment leases will be renewed
and  certain  of  its  assets  will  be  sold.  In  some cases, the Trust may be
required  to  expend funds to refurbish or otherwise improve the equipment being
remarketed  in  order  to  make  it  more  desirable  to  a  potential lessee or
purchaser.  The  Trust's  Advisor, EFG, and the Managing Trustee will attempt to
monitor  and  manage these events in order to maximize the residual value of the
Trust's equipment and will consider these factors, in addition to the collection
of  contractual rents, the retirement of scheduled indebtedness, and the Trust's
future working capital and reinvestment requirements, in establishing the amount
and  timing  of  future  cash  distributions.

In  accordance  with the Trust Agreement, upon the dissolution of the Trust, the
Managing  Trustee will be required to contribute to the Trust an amount equal to
any  negative  balance,  which  may  exist in the Managing Trustee's tax capital
account.  At  December 31, 2001, the Managing Trustee had a negative tax capital
account  balance  of  $77,152.  No  such  requirement exists with respect to the
Special  Beneficiary.

Item  3.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk
--------------------------------------------------------------------------

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

The  Trust's  notes payable include a note with a fixed interest rate of 9.176%.
The  fair market value of fixed interest rate debt may be adversely impacted due
to  a  decrease  in interest rates.  The effect of interest rate fluctuations on
the  Trust  for  the  six  months  ended  June  30,  2002  was  not  material.


<PAGE>

                             AFG INVESTMENT TRUST D

                                    FORM 10-Q

                           PART II.  OTHER INFORMATION




     Item  1.     Legal  Proceedings
          Response:  None

     Item  2.     Changes  in  Securities
          Response:  None

     Item  3.     Defaults  upon  Senior  Securities
          Response:  None

     Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
          Response:  None

     Item  5.     Other  Information
          Response:  None

     Item  6(a).     Exhibits
     .     Response:

Exhibit 99.1       Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

Exhibit 99.2       Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002

                                    Exhibit  99  (k) Lease agreement with Cygnus
Air,  S.A.  was  filed  in  the
                                                          Registrant's Quarterly
Report  on  Form  10-Q  for  the  quarter  ended
                                    June  30,  2002  as  Exhibit  99  (k) and is
incorporated  herein  by  reference.




     Item  6(b).     Reports  on  Form  8-K
          Response:  None







<PAGE>
                                 SIGNATURE PAGE



Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                             AFG Investment Trust D


     By:     AFG  ASIT  Corporation,  a  Massachusetts
          corporation  and  the  Managing  Trustee  of
          the  Registrant.


     By:     ls/  Richard  K  Brock
             ----------------------
          Richard  K  Brock
          Chief  Financial  Officer  and  Treasurer  of  AFG  ASIT  Corp.
          (Duly  Authorized  Officer  and
          Principal  Financial  and  Accounting  Officer)


     Date:     November  19,  2002




<PAGE>
CERTIFICATION:

I,  Gary  D.  Engle,  certify  that:

1.     I  have  reviewed  this  quarterly  report on Form 10-Q of AFG Investment
Trust  D;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;






                    /s/  Gary  D.  Engle
                    --------------------
                    Gary  D.  Engle
President  of  AFG  ASIT  Corporation,
 the  Managing  Trustee  of  the  Trust
(Principal  Executive  Officer)
                                    November  19,  2002



<PAGE>
------

CERTIFICATION:

I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed  this  quarterly  report on Form 10-Q of AFG Investment
Trust  D;

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;



                    /s/  Richard  K  Brock
                    ----------------------
                    Richard  K  Brock
Chief  Financial  Officer  and  Treasurer  of  AFG  ASIT  Corp.,
the  Managing  Trustee  of  the  Trust
(Principal  Financial  and  Accounting  Officer)
                                     November  19,  2002


<PAGE>
                                  Exhibit Index



99.1  Certificate of Chief Executive Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act

99.2  Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes
-  Oxley  Act