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

                                    FORM 10-Q


                                   (Mark One)

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

                For the quarterly period endedSeptember 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. 0-21390

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


      Delaware                                                   04-3157230
    (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
                                                        -------------------


(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 B

                                    FORM 10-Q

                                      INDEX


<TABLE>
<CAPTION>


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

                Statements of Financial Position
                at September 30, 2002 and December 31, 2001                         3

                Statements of Operations
                for the Three and Nine Months Ended September 30, 2002 and 2001     4

                Statement of Changes in Participants' Capital
                for the Nine Months Ended September 30, 2002                        5

                Statements of Cash Flows
                for the Nine Months Ended September 30, 2002 and 2001               6

                Notes to the Financial Statements                                   7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                               18

     Item 3. Quantitative and Qualitative Disclosures about Market Risk            27

     Item 4. Controls and Procedures                                               27

PART II. OTHER INFORMATION:

     Item 1 - 6                                                                    28
</TABLE>



















<PAGE>

                             AFG INVESTMENT TRUST B

                        STATEMENTS OF FINANCIAL POSITION

                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                           September 30,    December 31,
                                                               2002             2001
                                                          ---------------  --------------
ASSETS
<S>                                                       <C>              <C>
Cash and cash equivalents                                 $      897,784   $     899,569
Accounts receivable - affiliate                                    2,818          24,446
Interest in EFG Kirkwood LLC                                   1,478,666       1,501,368
Interest in MILPI Holdings, LLC                                4,831,555       5,010,928
Investments - other                                               99,392          99,135
Other assets                                                       5,090             857
Equipment at cost, net of accumulated depreciation
  of $2,594,357 and $2,175,686 at September 30, 2002
  and December 31, 2001, respectively                            374,244         903,653
                                                          ---------------  --------------

      Total assets                                        $    7,689,549   $   8,439,956
                                                          ===============  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                             $      336,772   $     420,027
Accrued liabilities                                              210,744         106,329
Accrued liabilities - affiliates                                  17,117         117,348
Deferred rental income                                             8,062           8,313
                                                          ---------------  --------------
     Total liabilities                                           572,695         652,017
                                                          ---------------  --------------


Participants' capital (deficit):
   Managing Trustee                                              (14,704)            735
   Special Beneficiary                                                 -           6,066
   Class A Beneficiary interests (582,017 interests;
     initial purchase price of $25 each)                       7,922,933       8,556,689
   Class B Beneficiary interests (1,000,961 interests;
     initial purchase price of $5 each)                                -          15,824
   Treasury interests (83,477 Class A interests at cost)        (791,375)       (791,375)
                                                          ---------------  --------------
     Total participants' capital                               7,116,854       7,787,939
                                                          ---------------  --------------

     Total liabilities and participants' capital          $    7,689,549   $   8,439,956
                                                          ===============  ==============
</TABLE>




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

                             AFG INVESTMENT TRUST B

                            STATEMENTS OF OPERATIONS

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                      For the Three Months Ended          For the Nine Months Ended
                                                              September 30,                   September 30,
                                                        2002             2001             2002               2001
                                                  -----------------  --------------  -----------------  -------------
<S>                                               <C>                <C>             <C>                <C>
REVENUES

Lease revenue                                     $         68,158   $     123,472   $        207,999   $     407,245
Interest income                                              2,562          10,267             11,219          64,400
Gain on sale of equipment                                        -           5,382                400          75,620
Other income                                                     -           5,074                  -          33,149
                                                  -----------------  --------------  -----------------  -------------
  Total revenues                                            70,720         144,195            219,618         580,414
------------------------------------------------

EXPENSES

Depreciation and amortization                               15,253          23,051             45,761          82,476
Write-down of equipment                                          -               -            483,648               -
Interest expense                                             6,283           8,482             20,518          19,803
Management fees - affiliates                                19,619          17,983             58,508          59,644
Operating expenses                                         239,878               -            365,987               -
Operating expenses - affiliate                              55,229         194,356            158,517         632,147
                                                  -----------------  --------------  -----------------  -------------
  Total expenses                                           336,262         243,872          1,132,939         794,070
------------------------------------------------


EQUITY INTERESTS

Equity in net income (loss) of EFG Kirkwood LLC           (400,166)       (387,303)           (22,702)        106,316
Equity in net income of MILPI Holdings, LLC                 17,630         278,974            264,938         343,714
                                                  -----------------  --------------  -----------------  -------------
  Total income (loss) from equity interests               (382,536)       (108,329)           242,236         450,030
------------------------------------------------

Net income (loss)                                 $       (648,078)  $    (208,006)  $       (671,085)  $     236,374
                                                  -----------------  --------------  -----------------  -------------

Net income (loss)
   per Class A Beneficiary Interest               $          (1.10)  $       (0.35)  $          (1.09)  $        0.42
   per Class B Beneficiary Interest               $              -   $           -   $          (0.02)  $           -
                                                  =================  ==============  =================  =============
Cash distributions declared
   per Class A Beneficiary Interest               $              -   $           -   $              -   $           -
   per Class B Beneficiary Interest               $              -   $           -   $              -   $           -
                                                  =================  ==============  =================  =============
Weighted Average Class A
  Beneficiary Interests Outstanding                        582,017         582,017            582,017         582,017
Weighted Average Class B Beneficiary
  Interests Outstanding                                  1,000,961       1,000,961          1,000,961       1,000,961
</TABLE>


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



                             AFG INVESTMENT TRUST B

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                  FOR THE NINE MONTHS ENDED SEPTEMBER 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    $            735   $          6,066                 582,017  $      8,556,689

   Net income (loss)                      (15,439)            (6,066)                      -          (633,756)
                                 -----------------  -----------------  ---------------------  -----------------

 Balance at September 30, 2002   $        (14,704)  $              -                 582,017  $      7,922,933
                                 =================  =================  =====================  =================



                                           Class B Beneficiaries               Treasury
                                           ---------------------
                                       Interests             Amount            Interests            Total
<S>                              <C>                    <C>                <C>                <C>
                                       ---------------   ---------------    ---------------    ---------------
 Balance at December 31, 2001                1,000,961  $         15,824   $       (791,375)  $      7,787,939

   Net income (loss)                                 -           (15,824)                 -           (671,085)
                                 ---------------------  -----------------  -----------------  -----------------

 Balance at September 30, 2002               1,000,961  $              -   $       (791,375)  $      7,116,854
                                 =====================  =================  =================  =================
</TABLE>















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

<PAGE>


                             AFG INVESTMENT TRUST B

                            STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               2002            2001
..                                                          ------------    ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                       <C>             <C>
Net income (loss)                                         $    (671,085)  $     236,374
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
  Depreciation and amortization                                  45,761          82,476
  Write-down of equipment                                       483,648               -
  Gain on sale of equipment                                        (400)        (75,620)
  Income from equity interests                                 (242,236)       (450,030)
Changes in assets and liabilities:
  Rents receivable                                                    -             621
  Accounts receivable - affiliate                                21,628          90,111
  Guarantee fee receivable                                            -          41,593
  Interest receivable                                                 -           2,438
  Other assets                                                   (4,233)         (8,355)
  Accrued liabilities                                           104,415         (76,290)
  Accrued liabilities - affiliates                             (100,231)         51,765
  Deferred rental income                                           (251)          1,758
                                                          --------------  --------------
    Net cash used in operating activities                      (362,984)       (103,159)
                                                          --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                       400         143,641
Interest in investment - other                                     (257)              -
Dividends received from MILPI Holdings, LLC                     444,311               -
Acquisition fees paid to affiliate                                    -         (43,551)
Interest in MILPI Holdings, LLC                                       -      (4,115,145)
                                                          --------------  --------------
    Net cash provided by (used in) investing activities         444,454      (4,015,055)
                                                          --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Proceeds from notes payable                                           -         471,038
Principal payments - notes payable                              (83,255)       (579,800)
                                                          --------------  --------------
    Net cash used in financing activities                       (83,255)       (108,762)
                                                          --------------  --------------

Net decrease in cash and cash equivalents                        (1,785)     (4,226,976)
Cash and cash equivalents at beginning of period                899,569       5,126,793
                                                          --------------  --------------
Cash and cash equivalents at end of period                $     897,784   $     899,817
                                                          ==============  ==============

SUPPLEMENTAL INFORMATION

Cash paid during the period for interest                  $      20,406   $      20,903
                                                          ==============  ==============
</TABLE>




   The accompanying notes are an integral part of these financial statements.
<PAGE>
                             AFG INVESTMENT TRUST B

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002

                                   (UNAUDITED)

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

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 B (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 September 30, 2002 and December 31, 2001, results of operations for
the  three  and  nine  month  periods  ended September 30, 2002 and 2001 and the
statement  of  changes  in participants capital and statements of cash flows for
the  nine  months  ended  September  30,  2002 have been made and are reflected.
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  nine  months  ended  September  30,  2002:
<TABLE>
<CAPTION>


                           Managing      Special         Class A          Class B       Treasury
                           Trustee     Beneficiary    Beneficiaries    Beneficiaries    Interests      Total
                          ----------  -------------  ---------------  ---------------  -----------  -----------
<S>                       <C>          <C>            <C>               <C>            <C>          <C>
Participants' capital at
December 31, 2001            $735        $6,066        $8,556,689         $15,824      $(791,375)   $7,787,939

Net income                  7,993        65,942          553,348          172,016           -         799,299
                          ----------  -------------  ---------------  ---------------  -----------  -----------
Participants' capital at
March 31, 2002              8,728        72,008         9,110,037         187,840       (791,375)    8,587,238

Net loss                   (16,951)     (72,008)        (545,507)        (187,840)          -        (822,306)
                          ----------  -------------  ---------------  ---------------  -----------  -----------
Participants' capital at
June 30, 2002              (8,223)          -           8,564,530            -          (791,375)    7,764,932

Net loss                   (6,481)          -           (641,597)            -              -        (648,078)
                          ----------  -------------  ---------------  ---------------  -----------  -----------
Participants' capital at
September 30, 2002        $(14,704)        $-          $7,922,933           $-         $(791,375)   $7,116,854
                          ==========  =============  ===============  ===============  ===========  ===========
</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  being earned 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 (the "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  $371,601  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>    <C>
For the year ending September 30,   2003  $141,066
                                    2004   138,391
                                    2005    92,144
                                          --------

..                                  Total  $371,601
                                          ========
</TABLE>



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

The  following  is  a  summary  of equipment owned by the Trust at September 30,
2002.  Remaining  Lease  Term  (Months), as used below, represents the number of
months  remaining  from  September  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>

                                               Remaining
                                               Lease Term   Equipment
Equipment Type                                  (Months)    at Cost
---------------------------------------------  -----------  ------------
<S>                                            <C>          <C>
Aircraft                                                33  $ 1,239,741
Computer and peripherals                                 0    1,026,842
Materials handling                                     0-3      603,348
Trailers/intermodal containers                           0       56,976
Manufacturing                                            0       41,694
                                                            ------------
   Total equipment cost                                       2,968,601
   Accumulated depreciation                                  (2,594,357)
                                                            ------------
   Equipment, net of accumulated depreciation               $   374,244
                                                            ============
</TABLE>


Equipment  with  an  approximate  original cost of $2,120,000 is proportionately
owned  with  other  affiliated  entities.

The  aircraft  and related lease payment streams were used to secure the Trust's
loan  with  a  third  party lender.  The preceding summary of equipment includes
leveraged  equipment  having  an original cost of approximately $1,240,000 and a
net  book  value  of  approximately  $374,000  at  September  30,  2002.

At  September 30, 2002, the cost of fully depreciated equipment held for sale or
re-lease  was approximately $1,270,000. 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  nine  months  ended  September 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  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  20%  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
$1,997,076;  including a 1% acquisition fee of $19,773 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  $400,166 and $22,702 for the three and nine months
ended  September  30,  2002,  respectively,  compared  to a loss of $387,303 and
income  of $106,316, respectively, for the same periods in 2001,representing its
pro-rata  share  of the net income (loss) of EFG Kirkwood. The operating results
of EFG Kirkwood for the nine months ended September 30, 2002 included additional
equity  income  of $106,700 related to the difference between the purchase price
and  the  fair  value  of  EFG  Kirkwood's  investment  in  Mountain  Resort. No
distributions were received from EFG Kirkwood in the three and nine months ended
September  30,  2002

The  table  below  provides  comparative  summarized  income  statement data for
Mountain Resort and the Purgatory Ski Resort for the three and nine months ended
September 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 nine months ended September 30, 2002 and 2001.
<TABLE>
<CAPTION>


                         For the Three    For the Three    For the Nine     For the Nine
                         Months Ended     Months Ended     Months Ended     Months Ended
                         September 30,    September 30,    September 30,    September 30,
                             2002             2001             2002             2001
                        ---------------  ---------------  ---------------  ---------------
<S>                     <C>              <C>              <C>              <C>
Mountain Resort
----------------------
     Total revenues     $    2,081,696   $    1,843,196   $   22,557,778   $   22,412,384
     Total expenses         (4,583,163)      (4,395,043)     (21,147,362)     (21,793,819)
                        ---------------  ---------------  ---------------  ---------------
     Net income (loss)  $   (2,501,467)  $   (2,551,847)  $    1,410,416   $      618,565
                        ---------------  ---------------  ---------------  ---------------
Purgatory Ski Resort
----------------------
     Total revenues     $    1,166,268   $      868,486   $   11,048,152   $   12,014,674
     Total expenses          3,271,373        2,966,166       12,555,719       11,542,289
                        ---------------  ---------------  ---------------  ---------------
     Net income (loss)  $   (2,105,105)  $   (2,097,680)  $   (1,507,567)  $      472,385
                        ---------------  ---------------  ---------------  ---------------
</TABLE>


NOTE  5  -  INTEREST  IN  MILPI  HOLDINGS,  LLC
-----------------------------------------------

In  December 2000, the Trusts formed MILPI Holdings, LLC ("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  ($240,000  for  the  Trust)  and  MILPI purchased the shares of MILPI
Acquisition  for  an  aggregate  purchase  price of $1.2 million at December 31,
2000.  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 had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  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.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

At  September  30,  2002,  the  Trust  has a 16.67% membership interest in MILPI
having an original cost of $4,437,644. 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 $4,355,145, capitalized transaction costs of
$38,948  and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele of
$43,551.  The  Trust  capitalized  these transaction costs, of which $16,595 was
amortized  during  the  nine  months  ended  September  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 September
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  directors  and  officers  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.

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and  the  Trust  recorded  income $17,630 and $264,938, respectively, during the
three  and  nine months ended September 30, 2002, compared to income of $278,974
and  $343,714, 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  $444,311.

The  table  below  provides  summarized  income statement data for MILPI for the
three  and  nine  months ended September 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          Nine Months          Nine Months
..                                 Ended                Ended                Ended                Ended
..                          September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                           -------------------  -------------------  -------------------  -------------------
<S>                        <C>                  <C>                  <C>                  <C>
 Total revenues            $           978,111  $         3,600,074  $         4,356,689  $         9,212,864
 Total costs and expenses              588,073            1,442,123            1,956,162            4,751,908
 Provision for taxes                   286,324              882,565              935,913            1,304,000
                           -------------------  -------------------  -------------------  -------------------
 Net income                $           103,714  $         1,275,386  $         1,464,614  $         3,156,956
                           ===================  ===================  ===================  ===================
</TABLE>



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

Various  operating  expenses  incurred  by the Trust are paid by Equis Financial
Group  ("EFG")  on  behalf of the Trust and EFG is reimbursed at its actual cost
for  such  expenditures.  Fees  and  other  costs incurred during the nine month
periods  ended  September  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                 $      -  $ 43,551
Management fees                    58,508    59,644
Administrative charges            158,517    78,120
Reimbursable operating expenses
   due to third parties                 -   554,027
                                 --------  --------

          Total                  $217,025  $735,342
                                 ========  ========
</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 September
30,  2002,  the  Trust  was  owed  $2,818 by EFG for such funds and the interest
thereon.  These  funds  were  remitted  to  the  Trust  in  October  2002.

NOTE  7  -  NOTES  PAYABLE
--------------------------

Notes  payable  at  September  30, 2002 consisted of a 7.03% fixed interest rate
installment  note  of  $336,772  payable  to  an  institutional  lender.  The
installment  note  is non-recourse and is collateralized by the Trust's interest
in  an aircraft leased to Aerovias de Mexico, S.A. de C.V. and the assignment of
the  related  lease payments. The Trust makes monthly debt and interest payments
and the debt will be fully amortized at the expiration of the related lease term
in  June  2005.

The  annual  maturities  of  the  note  are  as  follows:
<TABLE>
<CAPTION>

<S>                                     <C>
For the year ending September 30, 2003  $118,087
                                  2004  126,680
                                  2005   92,005
                                        -------
                    Total              $336,772
                                       ========
</TABLE>


NOTE  8  -  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
interest  in  EFG  Kirkwood.  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
unintentionally  may  have  engaged,  or may engage in an activity or activities
that  may  be  construed to fall within the scope of the Act.  If the Trust were
determined  to  be  an  investment  company,  its  business  would  be adversely
affected. The Managing Trustee has been engaged in discussions with the staff of
the  Securities  and  Exchange  Commission  ("SEC") regarding whether or not the
Trust  may  be  an  inadvertent  investment  company  by  virtue  of  its recent
acquisition  activities.  The staff has informed the Trust that it believes that
it  may  be  an  unregistered  investment company within the meaning of the Act.
Although  the  Trust, after consulting with counsel, does not believe that it is
an unregistered investment company, the Trust has agreed to liquidate its assets
in  order  to  resolve the matter with the staff at the SEC.  Accordingly, as of
December  6, 2001, the Managing Trustee of the Trust resolved to cause the Trust
to  dispose  of its assets prior to December 31, 2003.  Upon consummation of the
sale of its assets, the Trust will be dissolved and the proceeds thereof will be
applied  and  distributed  in  accordance with the terms of the Trust Agreement.



NOTE  9  -  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 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 Acquisition was
merged  into  PLM  and MIPLI owns 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 through the Trust's ownership interests in EFG Kirkwood,
LLC.

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 nine months ended September 30, 2002 and
2001  is  summarized  below.

<TABLE>
<CAPTION>
                               Three Months Ended September 30, Nine Months Ended September 30,
                                      2002           2001          2002         2001
                                ---------------  --------------  ----------  ----------
<S>                             <C>              <C>             <C>         <C>
Total Revenues (1):
   Equipment leasing            $       70,720   $     144,195   $ 219,618   $  580,414
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $       70,720   $     144,195   $ 219,618   $  580,414
                                ===============  ==============  ==========  ==========

Operating Expenses, Management
Fees and Other   Expenses
   Equipment leasing            $      309,491   $     196,127   $ 567,478   $  648,107
   Real estate                           5,235          16,212      15,534       43,684
                                ---------------  --------------  ----------  ----------
     Total                      $      314,726   $     212,339   $ 583,012   $  691,791
                                ===============  ==============  ==========  ==========

Interest Expense:
   Equipment leasing            $        6,283   $       8,482   $  20,518   $   19,803
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $        6,283   $       8,482   $  20,518   $   19,803
                                ===============  ==============  ==========  ==========

Depreciation, Write-down of
Equipment
  and Amortization Expense:
   Equipment leasing            $       15,253   $      23,051   $ 529,409   $   82,476
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $       15,253   $      23,051   $ 529,409   $   82,476
                                ===============  ==============  ==========  ==========

 Equity Interests:
   Equipment leasing            $       17,630   $     278,974   $ 264,938   $  343,714
   Real estate                        (400,166)       (387,303)    (22,702)     106,316
                                ---------------  --------------  ----------  ----------
     Total                      $     (382,536)  $    (108,329)  $ 242,236   $  450,030
                                ===============  ==============  ==========  ==========

 Net Income (Loss):             $     (648,078)  $    (208,006)  $(671,085)  $  236,374
                                ===============  ==============  ==========  ==========


 Capital Expenditures:
   Equipment leasing            $            -   $           -   $       -   $4,158,696
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $            -   $           -   $       -   $4,158,696
                                ===============  ==============  ==========  ==========


 .                              As of            As of
 .                              September 30,    December 31,
 .                                        2002            2001
 Assets:
   Equipment leasing            $    6,210,883   $   6,938,588
   Real estate                       1,478,666       1,501,368
                                ---------------  --------------
     Total                      $    7,689,549   $   8,439,956
                                ===============  ==============
</TABLE>



(1)  Includes  equipment  leasing revenue of $68,158 and $207,999, respectively,
for the three and nine months ended September 30, 2002, compared to $123,472 and
$407,245,  respectively,  for  the  same  periods  in  2001.

Three  and  Nine  Months Ended September 30, 2002 Compared to the Three and Nine
--------------------------------------------------------------------------------
Months  Ended  September  30,  2001:
------------------------------------

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

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

For  the  three  and  nine  month  periods  ended  September 30, 2002, the Trust
recognized  lease  revenue  of  $68,158  and $207,999, respectively, compared to
$123,472 and $407,245, respectively, for the same periods in 2001.  The decrease
in lease revenue from 2001 to 2002 resulted primarily from a $74,424 early lease
termination  fee  received  during  the  nine  months ended September 30, 2001(a
similar  fee  was  not  earned  in  2002) and approximately $125,000 decrease in
revenues  resulting  from  the  sale  of  equipment.

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 nine month periods ended September 30, 2002
was  $2,562  and  $11,219,  respectively,  compared  to  $10,267  and  $64,400,
respectively,  for  the  same  periods  in  2001.  Generally  interest income is
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term instruments and decreased for the three and nine months
ended  September  30,  2002  in  comparison to the same periods in 2001 due to a
decrease  in  cash  balances  in  2002.

During  the  nine  months  ended  September  30,  2002,  the  Trust  sold  fully
depreciated  equipment  to  existing  lessees  and  third  parties.  These sales
resulted  in  a  gain  of  $400. No equipment was sold in the three months ended
September  30, 2002.  During the three and nine months ended September 30, 2001,
the  Trust  sold  equipment  having  a  net  book  value  of  $739  and $68,021,
respectively  to  existing  lessees  and third parties.  These sales resulted in
gains  of  $5,382  and  $75,620,  respectively.

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  several  third  party  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 nine
months  ended September 30, 2001, the Trust recognized income of $29,571 related
to  the  guarantee  fee.  The  guarantee fee is reflected as Other Income on the
accompanying  Statement  of  Operations.

Depreciation and amortization expense was $15,253 and $45,761, respectively, for
the  three  and  nine  months  ended  September 30, 2002 compared to $23,051 and
$82,476,  respectively,  for  the  same  periods  of  2001.  Depreciation  and
amortization  expense  decreased  due  to  asset  dispositions. 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.

Interest  expense  was  $6,283  and  $20,518 for the three and nine months ended
September  30, 2002, respectively, compared to $8,482 and $19,803, respectively,
for  the  same  periods  of  2001.   The  decrease  in  interest expense in 2002
compared  to  2001  resulted  from the refinancing of debt in June 2001 and debt
repayments.

Management  fees  related  to  equipment  leasing  were  $14,384  and  $42,974,
respectively, for the three and nine months ended September 30, 2002 compared to
$1,771  and  $15,960,  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. Management fees
related  to  equipment leasing increased in 2002 primarily due to an increase in
the  carrying  value  of  the  Trust's  interest  in  MILPI.

Operating  expenses  were $295,107 and $524,504, respectively, for the three and
nine  month periods ended September 30, 2002, compared to $194,356 and $632,147,
respectively,  for the same periods in 2001.  In the nine months ended September
30,  2002  and  2001,  operating  expenses  included  approximately $164,000 and
$113,000,  respectively, for ongoing legal matters.  Operating expenses incurred
during  the  nine  months  ended  September 30, 2001 also included approximately
$66,000  of costs reimbursed to EFG as a result of the successful acquisition of
PLM  common  stock  by  MILPI  Acquisition  and  approximately $151,000 of costs
related  to  aircraft  maintenance and the re-lease of an aircraft in June 2001.
In conjunction with the acquisition of the PLM common stock, EFG became entitled
to recover from the Trust 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.

During  the  three  and nine months ended September 30, 2002, the Trust recorded
income of $17,630 and $264,938, respectively, compared to income of $278,974 and
$343,714,  respectively,  for the same periods in 2001, representing 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.  PLM is an equipment
leasing  and  asset  management company.  The Trust recorded $7,484 and $16,595,
respectively,  of  amortization  expense  for  the  three  and nine months ended
September  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 September
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  nine  months ended September 30, 2002, MILPI recognized
revenues  of  approximately  $978,000  and $4,357,000, respectively, compared to
approximately  $3,600,000  and $9,213,000, respectively, for the same periods in
2001.  Revenues  for  the  three  and  nine  months ended September 30, 2002 are
comprised primarily of management fees of approximately $881,000 and $3,619,000,
respectively.  Revenues  for  the three and nine months ended September 30, 2001
are  comprised  primarily  of  management  fees  of approximately $3,222,000 and
$6,394,000,  respectivelyThe  decrease in management fees of MILPI from 2002 to
2001  is  due to the disposition of equipment managed by MILPI.  Acquisition and
lease  negotiation  fees  decreased  in 2002 by $2,031,000 due to less equipment
being  placed  in  PLM  managed  programs.

During  the three and nine months ended September 30, 2002, MILPI incurred total
costs  and  expenses  of  approximately  $588,000  and $1,956,000, respectively,
compared  to  $1,442,000  and  $4,752,000, respectively, for the same periods in
2001.  Operating  expenses  for  the  three  months ended September 30, 2002 are
comprised  of  general and administrative expenses of approximately $587,000 and
depreciation  and  amortization  expense  of approximately $1,000.  For the nine
months ended September 30, 2002, operating expenses are comprised of general and
administrative  expenses  of  approximately  $1,856,000  and  depreciation  and
amortization expense of approximately $100,000. Operating expenses for the three
months  ended  September  30,  2001  are comprised of general and administrative
expenses  of  approximately $1,337,000 and depreciation and amortization expense
of  approximately  $105,000.  For  the  nine  months  ended  September 30, 2001,
operating  expenses  are  comprised  primarily  of  general  and  administrative
expenses  of  approximately $4,233,000 and depreciation and amortization expense
of approximately $519,000. The $2,367,000 decrease in general and administrative
expenses in the nine months ended September 30, 2002 compared to the same period
of  2001  is  primarily due to the relocation and consolidation of the corporate
service  functions  of  MILPI  during  May  2001.  The  $419,000  decrease  in
depreciation and amortization expense during the nine months ended September 30,
2002  compared  to  2001  is  the result of the sale of equipment owned by MILPI
during  the  second  half  of  2001.

During the three and nine months ended September 30, 2002, MILPI incurred income
tax  expense  of  approximately $286,000 and $936,000, respectively, compared to
approximately  $883,000  and  $1,304,000  for  the  same  periods  in  2001.


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

Management  fees for non-equipment assets were $5,235 and $15,534, respectively,
for  the  three and nine months ended September 30, 2002 compared to $16,212 and
$43,684,  respectively,  for  the  same  periods  in  2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.
Management fees decreased for the three and nine months ended September 30, 2002
compared to the same period in 2001 due to the decrease in the carrying value of
the  assets.

The  Trust owns 20% 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  nine months ended September 30, 2002, the Trust recorded a
loss  of  $400,166 and $22,702, respectively, compared to a loss of $387,303 and
income  of  $106,316,  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 nine months ended September 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's primary operating asset is Kirkwood Mountain Resort, 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  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  revenues  of  approximately  $2,082,000  and  $22,558,000,
respectively,  compared  to revenues of approximately $1,844,000 and $22,412,000
for  the same periods in 2001.  The increase in total revenues from 2001 to 2002
for  the  three and nine month periods ended September 30, 2002 compared to 2001
of  approximately  $239,000  and  $145,000,  respectively,  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
$2,509,000  in  the  nine  months  ended September 30, 2002 compared to the same
period  of  2001.  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
$2,364,000  for the nine 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  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  expenses  of  approximately  $4,583,000  and  $21,147,000
respectively,  compared to expenses of approximately $4,395,000 and $21,794,000,
respectively  for  the  same periods of 2001.  The decrease in total expenses of
$647,000  for  the  nine  months  ended  September 30, 2002 compared to the same
periods  in  2001  is  the result of a decrease in residential-related and other
non-operating  expenses  largely  offset by an increase in ski-related expenses.
Ski-related  expenses  increased  approximately  $1,751,000  as  a result of the
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased  approximately  $2,398,000 primarily as a
result  of  a  decrease in cost of sales from condominium units sold in the nine
months  ended September 30, 2002 as compared to the same period in 2001, as also
discussed  above.

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

Mountain Springs, through a wholly owned subsidiary, owns a controlling interest
in  DSC/Purgatory LLC ("Purgatory") in Durango, Colorado. 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  three  and nine months ended September 30, 2002, Purgatory recorded
total  revenues  of  approximately  $1,166,000  and  $11,048,000,  respectively,
compared  to  revenues  of  approximately  $868,000 and $12,015,000 for the same
periods  of  2001.  Revenues  increased  by  $298,000 for the three months ended
September  30,  2002  as  compared  to the same period in 2001 due to additional
summer  programs  offered  at the resort.  Revenue decreased by $967,000 for the
nine  months ended September 30, 2002 as compared to the same period in 2001 due
to  unfavorable  weather  conditions  during  the winter season, which attracted
fewer  skiers.

Total  expenses  were approximately $3,271,000 and $12,556,000 for the three and
nine  months  ended  September  30,  2002, respectively, compared to expenses of
approximately  $2,966,000  and  $11,542,000  for  the same periods in 2001.  The
increase  in  total  expenses  for the three and nine months ended September 30,
2002  compared  to  the  same  periods  in  2001  of  approximately $305,000 and
$1,014,000  is  primarily  the  result  of  costs  incurred related to increased
airline  subsidies,  which  are  used  to  attract  visitors  to  the  resort.





NOTE  10  -  SUBSEQUENT  EVENT
------------------------------

In  October  2002,  an  existing member and an unrelated third party contributed
approximately  $2,500,000  to Mountain Springs (See note 8).  As a result of the
capital  contribution,  EFG  Kirkwood's  membership interest in Mountain Springs
decreased  from 50% to 33%.  Proceeds from the capital contribution were used to
exercise  an  existing  option to purchase 51% of Durango Mountain Land Company,
LLC,  a  real  estate  development company owning land in adjacent to Purgatory.






<PAGE>
------

                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                         PART I.  FINANCIAL INFORMATION


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

Certain  statements  in  this  quarterly  report  of AFG Investment Trust B (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
cautionary  statements  made in the Form 10-Q should be read as being applicable
to  all  related  forward-looking  statements  wherever they appear in this Form
10-Q.

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
interest  in  EFG  Kirkwood  LLC  ("EFG Kirkwood"). 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 unintentionally may have engaged, or may engage in an
activity  or  activities  that  may be construed to fall within the scope of the
Act. If the Trust was determined to be an investment company, its business would
be adversely affected. The Managing Trustee has been engaged in discussions with
the staff of the Securities and Exchange Commission ("SEC") regarding whether or
not  the  Trust may be an inadvertent investment company by virtue of its recent
acquisition  activities.  The staff has informed the Trust that it believes that
it  may  be  an  unregistered  investment company within the meaning of the Act.
Although  the  Trust, after consulting with counsel, does not believe that it is
an unregistered investment company, the Trust has agreed to liquidate its assets
in  order  to  resolve the matter with the staff at the SEC.  Accordingly, as of
December  6, 2001, the Managing Trustee of the Trust resolved to cause the Trust
to  dispose  of its assets prior to December 31, 2003.  Upon consummation of the
sale of its assets, the Trust will be dissolved and the proceeds thereof will be
applied  and  distributed  in  accordance with the terms of the Trust Agreement.

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 and litigation.
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  being  earned  are  deferred.

Asset  Lives and Depreciation Method: The Trust's business includes 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  ("SFAS")  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  estimated  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.  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 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 Acquisition was
merged  into  PLM  and MIPLI owns 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 through the Trust's ownership interests in EFG Kirkwood,
LLC.

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 nine months ended September 30, 2002 and
2001  is  summarized  below.

<TABLE>
<CAPTION>
                                Three Months Ended September 30, Nine Months Ended September 30,
                                       2002           2001          2002           2001
                                ---------------  --------------  ----------  ----------
<S>                             <C>              <C>             <C>         <C>
Total Revenues (1):
   Equipment leasing            $       70,720   $     144,195   $ 219,618   $  580,414
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $       70,720   $     144,195   $ 219,618   $  580,414
                                ===============  ==============  ==========  ==========

Operating Expenses, Management
Fees and Other   Expenses
   Equipment leasing            $      309,491   $     196,127   $ 567,478   $  648,107
   Real estate                           5,235          16,212      15,534       43,684
                                ---------------  --------------  ----------  ----------
     Total                      $      314,726   $     212,339   $ 583,012   $  691,791
                                ===============  ==============  ==========  ==========

Interest Expense:
   Equipment leasing            $        6,283   $       8,482   $  20,518   $   19,803
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $        6,283   $       8,482   $  20,518   $   19,803
                                ===============  ==============  ==========  ==========

Depreciation, Write-down of
Equipment
  and Amortization Expense:
   Equipment leasing            $       15,253   $      23,051   $ 529,409   $   82,476
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $       15,253   $      23,051   $ 529,409   $   82,476
                                ===============  ==============  ==========  ==========

 Equity Interests:
   Equipment leasing            $       17,630   $     278,974   $ 264,938   $  343,714
   Real estate                        (400,166)       (387,303)    (22,702)     106,316
                                ---------------  --------------  ----------  ----------
     Total                      $     (382,536)  $    (108,329)  $ 242,236   $  450,030
                                ===============  ==============  ==========  ==========

 Net Income (Loss):             $     (648,078)  $    (208,006)  $(671,085)  $  236,374
                                ===============  ==============  ==========  ==========


 Capital Expenditures:
   Equipment leasing            $            -   $           -   $       -   $4,158,696
   Real estate                               -               -           -            -
                                ---------------  --------------  ----------  ----------
     Total                      $            -   $           -   $       -   $4,158,696
                                ===============  ==============  ==========  ==========


 .                              As of            As of
 .                              September 30,    December 31,
 .                                        2002            2001
 Assets:
   Equipment leasing            $    6,210,883   $   6,938,588
   Real estate                       1,478,666       1,501,368
                                ---------------  --------------
     Total                      $    7,689,549   $   8,439,956
                                ===============  ==============
</TABLE>



(1)  Includes  equipment  leasing revenue of $68,158 and $207,999, respectively,
for the three and nine months ended September 30, 2002, compared to $123,472 and
$407,245,  respectively,  for  the  same  periods  in  2001.

Three  and  Nine  Months Ended September 30, 2002 Compared to the Three and Nine
--------------------------------------------------------------------------------
Months  Ended  September  30,  2001:
------------------------------------

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

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

For  the  three  and  nine  month  periods  ended  September 30, 2002, the Trust
recognized  lease  revenue  of  $68,158  and $207,999, respectively, compared to
$123,472 and $407,245, respectively, for the same periods in 2001.  The decrease
in lease revenue from 2001 to 2002 resulted primarily from a $74,424 early lease
termination  fee  received  during  the  nine  months ended September 30, 2001(a
similar  fee  was  not  earned  in  2002) and approximately $125,000 decrease in
revenues  resulting  from  the  sale  of  equipment.

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 nine month periods ended September 30, 2002
was  $2,562  and  $11,219,  respectively,  compared  to  $10,267  and  $64,400,
respectively,  for  the  same  periods  in  2001.  Generally  interest income is
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term instruments and decreased for the three and nine months
ended  September  30,  2002  in  comparison to the same periods in 2001 due to a
decrease  in  cash  balances  in  2002.

During  the  nine  months  ended  September  30,  2002,  the  Trust  sold  fully
depreciated  equipment  to  existing  lessees  and  third  parties.  These sales
resulted  in  a  gain  of  $400. No equipment was sold in the three months ended
September  30, 2002.  During the three and nine months ended September 30, 2001,
the  Trust  sold  equipment  having  a  net  book  value  of  $739  and $68,021,
respectively  to  existing  lessees  and third parties.  These sales resulted in
gains  of  $5,382  and  $75,620,  respectively.

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  several  third  party  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 nine
months  ended September 30, 2001, the Trust recognized income of $29,571 related
to  the  guarantee  fee.  The  guarantee fee is reflected as Other Income on the
accompanying  Statement  of  Operations.

Depreciation and amortization expense was $15,253 and $45,761, respectively, for
the  three  and  nine  months  ended  September 30, 2002 compared to $23,051 and
$82,476,  respectively,  for  the  same  periods  of  2001.  Depreciation  and
amortization  expense  decreased  due  to  asset  dispositions. 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.

Interest  expense  was  $6,283  and  $20,518 for the three and nine months ended
September  30, 2002, respectively, compared to $8,482 and $19,803, respectively,
for  the  same  periods  of  2001.   The  decrease  in  interest expense in 2002
compared  to  2001  resulted  from the refinancing of debt in June 2001 and debt
repayments.

Management  fees  related  to  equipment  leasing  were  $14,384  and  $42,974,
respectively, for the three and nine months ended September 30, 2002 compared to
$1,771  and  $15,960,  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. Management fees
related  to  equipment leasing increased in 2002 primarily due to an increase in
the  carrying  value  of  the  Trust's  interest  in  MILPI.

Operating  expenses  were $295,107 and $524,504, respectively, for the three and
nine  month periods ended September 30, 2002, compared to $194,356 and $632,147,
respectively,  for the same periods in 2001.  In the nine months ended September
30,  2002  and  2001,  operating  expenses  included  approximately $164,000 and
$113,000,  respectively, for ongoing legal matters.  Operating expenses incurred
during  the  nine  months  ended  September 30, 2001 also included approximately
$66,000  of costs reimbursed to EFG as a result of the successful acquisition of
PLM  common  stock  by  MILPI  Acquisition  and  approximately $151,000 of costs
related  to  aircraft  maintenance and the re-lease of an aircraft in June 2001.
In conjunction with the acquisition of the PLM common stock, EFG became entitled
to recover from the Trust 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.

During  the  three  and nine months ended September 30, 2002, the Trust recorded
income of $17,630 and $264,938, respectively, compared to income of $278,974 and
$343,714,  respectively,  for the same periods in 2001, representing 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.  PLM is an equipment
leasing  and  asset  management company.  The Trust recorded $7,484 and $16,595,
respectively,  of  amortization  expense  for  the  three  and nine months ended
September  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 September
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  nine  months ended September 30, 2002, MILPI recognized
revenues  of  approximately  $978,000  and $4,357,000, respectively, compared to
approximately  $3,600,000  and $9,213,000, respectively, for the same periods in
2001.  Revenues  for  the  three  and  nine  months ended September 30, 2002 are
comprised primarily of management fees of approximately $881,000 and $3,619,000,
respectively.  Revenues  for  the three and nine months ended September 30, 2001
are  comprised  primarily  of  management  fees  of approximately $3,222,000 and
$6,394,000,  respectivelyThe  decrease in management fees of MILPI from 2002 to
2001  is  due to the disposition of equipment managed by MILPI.  Acquisition and
lease  negotiation  fees  decreased  in 2002 by $2,031,000 due to less equipment
being  placed  in  PLM  managed  programs.

During  the three and nine months ended September 30, 2002, MILPI incurred total
costs  and  expenses  of  approximately  $588,000  and $1,956,000, respectively,
compared  to  $1,442,000  and  $4,752,000, respectively, for the same periods in
2001.  Operating  expenses  for  the  three  months ended September 30, 2002 are
comprised  of  general and administrative expenses of approximately $587,000 and
depreciation  and  amortization  expense  of approximately $1,000.  For the nine
months ended September 30, 2002, operating expenses are comprised of general and
administrative  expenses  of  approximately  $1,856,000  and  depreciation  and
amortization expense of approximately $100,000. Operating expenses for the three
months  ended  September  30,  2001  are comprised of general and administrative
expenses  of  approximately $1,337,000 and depreciation and amortization expense
of  approximately  $105,000.  For  the  nine  months  ended  September 30, 2001,
operating  expenses  are  comprised  primarily  of  general  and  administrative
expenses  of  approximately $4,233,000 and depreciation and amortization expense
of approximately $519,000. The $2,367,000 decrease in general and administrative
expenses in the nine months ended September 30, 2002 compared to the same period
of  2001  is  primarily due to the relocation and consolidation of the corporate
service  functions  of  MILPI  during  May  2001.  The  $419,000  decrease  in
depreciation and amortization expense during the nine months ended September 30,
2002  compared  to  2001  is  the result of the sale of equipment owned by MILPI
during  the  second  half  of  2001.

During the three and nine months ended September 30, 2002, MILPI incurred income
tax  expense  of  approximately $286,000 and $936,000, respectively, compared to
approximately  $883,000  and  $1,304,000  for  the  same  periods  in  2001.


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

Management  fees for non-equipment assets were $5,235 and $15,534, respectively,
for  the  three and nine months ended September 30, 2002 compared to $16,212 and
$43,684,  respectively,  for  the  same  periods  in  2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.
Management fees decreased for the three and nine months ended September 30, 2002
compared to the same period in 2001 due to the decrease in the carrying value of
the  assets.

The  Trust owns 20% 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  nine months ended September 30, 2002, the Trust recorded a
loss  of  $400,166 and $22,702, respectively, compared to a loss of $387,303 and
income  of  $106,316,  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 nine months ended September 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's primary operating asset is Kirkwood Mountain Resort, 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  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  revenues  of  approximately  $2,082,000  and  $22,558,000,
respectively,  compared  to revenues of approximately $1,844,000 and $22,412,000
for  the same periods in 2001.  The increase in total revenues from 2001 to 2002
for  the  three and nine month periods ended September 30, 2002 compared to 2001
of  approximately  $239,000  and  $145,000,  respectively,  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
$2,509,000  in  the  nine  months  ended September 30, 2002 compared to the same
period  of  2001.  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
$2,364,000  for the nine 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  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  expenses  of  approximately  $4,583,000  and  $21,147,000
respectively,  compared to expenses of approximately $4,395,000 and $21,794,000,
respectively  for  the  same periods of 2001.  The decrease in total expenses of
$647,000  for  the  nine  months  ended  September 30, 2002 compared to the same
periods  in  2001  is  the result of a decrease in residential-related and other
non-operating  expenses  largely  offset by an increase in ski-related expenses.
Ski-related  expenses  increased  approximately  $1,751,000  as  a result of the
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased  approximately  $2,398,000 primarily as a
result  of  a  decrease in cost of sales from condominium units sold in the nine
months  ended September 30, 2002 as compared to the same period in 2001, as also
discussed  above.

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

Mountain Springs, through a wholly owned subsidiary, owns a controlling interest
in  DSC/Purgatory LLC ("Purgatory") in Durango, Colorado. 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  three  and nine months ended September 30, 2002, Purgatory recorded
total  revenues  of  approximately  $1,166,000  and  $11,048,000,  respectively,
compared  to  revenues  of  approximately  $868,000 and $12,015,000 for the same
periods  of  2001.  Revenues  increased  by  $298,000 for the three months ended
September  30,  2002  as  compared  to the same period in 2001 due to additional
summer  programs  offered  at the resort.  Revenue decreased by $967,000 for the
nine  months ended September 30, 2002 as compared to the same period in 2001 due
to  unfavorable  weather  conditions  during  the winter season, which attracted
fewer  skiers.

Total  expenses  were approximately $3,271,000 and $12,556,000 for the three and
nine  months  ended  September  30,  2002, respectively, compared to expenses of
approximately  $2,966,000  and  $11,542,000  for  the same periods in 2001.  The
increase  in  total  expenses  for the three and nine months ended September 30,
2002  compared  to  the  same  periods  in  2001  of  approximately $305,000 and
$1,014,000  is  primarily  the  result  of  costs  incurred related to increased
airline  subsidies,  which  are  used  to  attract  visitors  to  the  resort.

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  used cash of  $362,984 during the nine
months  ended  September  30,  2002.

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 most 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.  At September 30, 2002, the Trust had collected all
rents  owed  from aircraft lessees.  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 September 30, 2002, the Trust was due aggregate future minimum lease payments
of  $371,601  from contractual lease agreements, a portion of which will be used
to amortize the principal balance of notes payable of $336,772.  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
($240,000 for the Trust) and MILPI purchased the shares of MILPI Acquisition for
an  aggregate  purchase  price  of  $1.2  million  at  December 31, 2000.  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 had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  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.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other Trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

Effective  February  2002,  the  Trust has a 16.67% membership interest in MILPI
having an original cost of $4,437,644. 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 $4,355,145, capitalized transaction costs of
$38,948  and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele of
$43,551.

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  $444,311.

During  the  nine  months  ended September 30, 2002, the Trust realized net cash
proceeds from equipment disposals of $400. 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  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  Trust  obtained  long-term  financing  in connection with certain equipment
leases.  The  origination  of  such  indebtedness  and  subsequent repayments of
principal are reported as components of financing activities on the accompanying
Statements  of  Cash  Flow.  At  September  30,  2002  the  Trust  had  one debt
obligation  outstanding  pertaining  to  its  ownership  interest in an aircraft
leased  to  Aerovias  de  Mexico,  S.A. de C.V. The note is recourse only to the
Trust's  interest  in  the  aircraft  and  to  the minimum rental payments to be
received  during the debt amortization period.  The Trust makes monthly debt and
interest  payments and the debt will be fully amortized at the expiration of the
related  lease  term  in  June  2005.

No  cash  distributions  have  been  declared or paid since January 2000. 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  in  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  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 positive tax capital
account  balance.  No  such  requirement  exists  with  respect  to  the Special
Beneficiary.

Outlook  for  the  Future
-------------------------

Pursuant  to  the  Trust  Agreement,  the  Trust is scheduled to be dissolved by
December  31, 2003.  Upon consummation of the sale of its assets, the Trust will
be  dissolved  and  the  proceeds  thereof  will  be  applied and distributed in
accordance  with  the  terms of the Trust Agreement.  Reasonable reserves may be
withheld  to  pay  any  liabilities  of  the  Trust.

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.
Management  of  the  Trust  believes  that  there is a significant oversupply of
commercial  aircraft  available  and that this oversupply will continue for some
time.  In  addition, management expects that the resulting decline in air travel
will suppress market prices for used aircraft and could inhibit the viability of
some airlines.  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.

The  Trust's  involvement  in  real estate development also introduces financial
risks,  including  the  potential  need  to joint venture and/or borrow funds to
develop  the  real  estate projects.  While the Trust 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.

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 interests in 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  affect  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 events of September 11, 2001 have also continued to
adversely affect the travel industry, which has decreased the number of visitors
to  the  ski  resorts.

Several  other  factors  may affect the Trust's operating performance during the
remainder  of  2002  and  through  the  dissolution  date  including:

changes  in  the  markets  for  the  Trust's  equipment,
changes  in  the  regulatory  environment  in which that equipment operates, and
changes in the real estate markets in which the Trust's has ownership interests.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent upon many factors, including the condition and type of equipment being
sold  and  its  marketability  at the time of sale.  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  ultimate economic return from the sale of the Trust's real estate interests
is  dependent  upon  may  factors, including, without limitation, the 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 Advisor, EFG, and the Managing Trustee will continue to monitor and
manage  these  events  in  order  to  maximize the residual value of the Trust's
equipment  and  the  return  from  the  Trust's  real estate interests, 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
requirements,  in  establishing  the  amount  and  timing  of  future  cash
distributions.

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.

In  the  future,  the  nature of the Trust's operations and principal cash flows
will  continue to shift from rental receipts to equipment and non-equipment sale
proceeds.  As  this  occurs,  the  Trust's  cash flows may become more volatile.

As  of  December  31,  2001,  the  Trust  began  to  liquidate  its portfolio of
equipment.  Similarly,  any  non-equipment investments will be liquidated as the
Trust  nears  is  scheduled  dissolution  date.

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

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

Approximately  50%  of  the Trust's lease revenues earned during the nine months
ended September 30, 2002 were from lessees located outside of the United States.
All  of  the  Trust's leases require payment in United States (US) currency.  If
the  lessees'  currency  devalues  against  the  US  dollar,  the  lessees could
potentially  encounter  difficulty  in  making  the  US dollar denominated lease
payments.

Item  4.  Controls  and  Procedures
-----------------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-Q,  the  Trust's Principal Executive Officer and Chief Financial Officer have
concluded  that  the Trust's disclosure controls and procedures are effective to
ensure  that  information required to be disclosed in the reports that the Trust
files  or  submits  under  the  Securities  Exchange  Act  of  1934 is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities  and  Exchange  Commission's  rules  and  forms.  There  have been no
significant  changes  in  the Trust's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to  the date of their
evaluation.


<PAGE>

                             AFG INVESTMENT TRUST B

                                    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

     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 B


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


     By:     /s/  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  14,  2002




<PAGE>
CERTIFICATION:

I,  Gary  D.  Engle,  certify  that:

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

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;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

a)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

d)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

e)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




                    /s/  Gary  D.  Engle
                    --------------------
                    Gary  D.  Engle
President  of  AFG  ASIT  Corporation,
 the  Managing  Trustee  of  the  Trust
(Principal  Executive  Officer)
November  14,  2002



<PAGE>
------

CERTIFICATION:

I,  Richard  K  Brock,  certify  that:

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

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;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

f)     designed  such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

g)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

h)     presented  in  this  quarterly  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

i)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

j)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




                    /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  14,  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



<PAGE>