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 ended      JUNE 30, 2001
                                               ------------------

                                       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.)

    88 Broad Street, Boston, MA                                        02110
   (Address of principal executive offices)                        (Zip Code)


Registrant's  telephone  number,  including  area  code     (617)  854-5800
                                                        -------------------


(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
   -----

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate  by  check  mark  whether  the  registrant  has filed all documents and
reports  required  to  be  filed  by Sections 12, 13, or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.
Yes           No

                                        1
<PAGE>
                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                                      INDEX



<TABLE>
<CAPTION>


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

                Statement of Financial Position
                at June 30, 2001 and December 31, 2000                        3

                Statement of Operations
                for the three and six months ended June 30, 2001 and 2000     4

                Statement of Changes in Participants' Capital
                for the six months ended June 30, 2001 and 2000               5

                Statement of Cash Flows
                for the six months ended June 30, 2001 and 2000               6

                Notes to the Financial Statements                             7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         17


PART II. OTHER INFORMATION:

     Item 1 - 6                                                              25
</TABLE>




















                                        2
<PAGE>


                             AFG INVESTMENT TRUST B

                         STATEMENT OF FINANCIAL POSITION

                       JUNE 30, 2001 AND DECEMBER 31, 2000

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                           June 30,     December 31,
                                                             2001           2000
ASSETS
<S>                                                       <C>          <C>

Cash and cash equivalents                                 $  847,376   $   5,126,793
Rents receivable                                                 150             621
Accounts receivable - affiliate                               43,878         113,837
Guarantee fee receivable                                      59,595          41,593
Interest receivable                                            7,535           2,948
Interest in EFG Kirkwood                                   2,314,365       1,901,976
Interest in MILPI                                          4,604,325         240,000
Investments - other                                          100,588         100,588
Other assets                                                  86,276             380
Equipment at cost, net of accumulated depreciation
  of $2,795,387 and $5,817,286 at June 30, 2001
  and December 31, 2000, respectively                        935,273       1,052,869
                                                          -----------  --------------

      Total assets                                        $8,999,361   $   8,581,605
                                                          ===========  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                             $  471,038   $     553,729
Accrued interest                                                 736           1,836
Accrued liabilities                                           65,039         168,432
Accrued liabilities - affiliates                             260,072          20,040
Deferred rental income                                         8,313           6,555
                                                          -----------  --------------
     Total liabilities                                       805,198         750,592
                                                          -----------  --------------


Participants' capital:
   Managing Trustee                                                -           2,920
   Special Beneficiary                                             -          23,840
   Class A Beneficiary Interests (582,017 Interests;
     initial purchase price of $25 each)                   8,985,538       8,533,793
   Class B Beneficiary Interests (1,000,961 Interests;
     initial purchase price of $5 each)                            -          61,835
   Treasury Interests (83,477 Class A Interests at Cost)    (791,375)       (791,375)
                                                          -----------  --------------
     Total participants' capital                           8,194,163       7,831,013
                                                          -----------  --------------

     Total liabilities and participants' capital          $8,999,361   $   8,581,605
                                                          ===========  ==============
</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                        3
<PAGE>


                             AFG INVESTMENT TRUST B

                             STATEMENT OF OPERATIONS

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000

                                   (UNAUDITED)

<TABLE>
<CAPTION>

<S>                               <C>
                                         For the three months ended  For the six months ended
                                                      June 30,          June 30,
</TABLE>

<TABLE>
<CAPTION>

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

Lease revenue                                 $ 175,772   $284,778  $283,773   $563,408
Interest income                                  15,994     84,763    54,133    178,298
Gain on sale of equipment                           376     24,264    70,238     20,124
Gain on sale of investment securities                 -          -         -     21,520
Other income                                     18,156          -    28,075     68,110
                                              ----------  --------  ---------  --------
  Total income                                  210,298    393,805   436,219    851,460
                                              ----------  --------  ---------  --------

EXPENSES

Depreciation and amortization                    26,763     31,803    59,425     70,955
Interest expense                                  1,299     11,800    11,321     23,758
Management fees - affiliate                      24,825     18,080    41,661     35,245
Operating expenses - affiliate                  222,092     50,882   437,791    108,698
                                              ----------  --------  ---------  --------
  Total expenses                                274,979    112,565   550,198    238,656
                                              ----------  --------  ---------  --------


EQUITY INTERESTS

Equity income (loss) from EFG Kirkwood         (269,253)         -   412,389          -
Equity income from MILPI                         42,164          -    64,740          -
                                              ----------  --------  ---------  --------
  Total income (loss) from equity interests    (227,089)         -   477,129          -
                                              ----------  --------  ---------  --------


Net income (loss)                             $(291,770)  $281,240  $363,150   $612,804
                                              ==========  ========  =========  ========


Net income (loss)
   per Class A Beneficiary Interest           $      --   $   0.06  $   0.78   $   0.06
                                              ==========  ========  =========  ========
   per Class B Beneficiary Interest           $   (0.20)  $   0.14  $  (0.06)  $   0.32
                                              ==========  ========  =========  ========
Cash distributions declared
   per Class A Beneficiary Interest           $      --   $     --  $     --   $     --
                                              ==========  ========  =========  ========
   per Class B Beneficiary Interest           $      --   $     --  $     --   $     --
                                              ==========  ========  =========  ========
</TABLE>




   The accompanying notes are an integral part of these financial statements.
                                        4
<PAGE>




                             AFG INVESTMENT TRUST B

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                 Managing      Special               Class A Beneficiaries               Class B Beneficiaries
                                 Trustee     Beneficiary
                                  Amount       Amount            Interests                Amount          Interests   Amount
<S>                             <C>         <C>            <C>                    <C>                     <C>        <C>
 Balance at December 31, 2000   $   2,920   $     23,840                 582,017  $            8,533,793  1,000,961  $ 61,835

   Net income (loss)               (2,920)       (23,840)                      -                 451,745          -   (61,835)
                                ----------  -------------  ---------------------  ----------------------  ---------  ---------

 Balance at June 30, 2001       $       -   $          -                 582,017  $            8,985,538  1,000,961  $      -
                                ==========  =============  =====================  ======================  =========  =========



                                 Treasury
                                 Interests     Total
<S>                             <C>          <C>
 Balance at December 31, 2000   $ (791,375)  $7,831,013

   Net income (loss)                     -      363,150
                                -----------  ----------

 Balance at June 30, 2001       $ (791,375)  $8,194,163
                                ===========  ==========
</TABLE>





















   The accompanying notes are an integral part of these financial statements.
                                        5
<PAGE>

                             AFG INVESTMENT TRUST B

                             STATEMENT OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                             2001          2000
<S>                                                      <C>           <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income                                               $   363,150   $   612,804
Adjustments to reconcile net income to net
 cash provided by (used in) operating activities:
  Depreciation and amortization                               59,425        70,955
  Accretion of bond discount                                       -        (1,117)
  Gain on sale of equipment                                  (70,238)      (20,124)
  Gain on sale of investment securities                            -       (21,520)
  Income from equity interests                              (477,129)            -
Changes in assets and liabilities:
  Rents receivable                                               471           635
  Accounts receivable - affiliate                             69,959           138
  Accounts receivable - other                                      -       (10,210)
  Guarantee fee receivable                                   (18,002)            -
  Interest receivable                                         (4,587)            -
  Other assets                                               (85,896)            -
  Accrued interest                                            (1,100)         (328)
  Accrued liabilities                                       (103,393)      (24,608)
  Accrued liabilities - affiliates                            90,032          (906)
  Deferred rental income                                       1,758           356
                                                         ------------  ------------
    Net cash provided by (used in) operating activities     (175,550)      606,075
                                                         ------------  ------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Proceeds from equipment sales                                137,520       111,576
Interest in EFG Kirkwood                                           -      (310,376)
Investments - other                                                -       (23,700)
Interest in MILPI                                         (4,158,696)            -
Proceeds from sale of investment securities                        -        53,652
                                                         ------------  ------------
    Net cash used in investing activities                 (4,021,176)     (168,848)
                                                         ------------  ------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from notes payable                                  471,038             -
Principal payments - notes payable                          (553,729)      (55,566)
Distributions paid                                                 -    (5,300,000)
                                                         ------------  ------------
    Net cash used in financing activities                    (82,691)   (5,355,566)
                                                         ------------  ------------

Net decrease in cash and cash equivalents                 (4,279,417)   (4,918,339)
Cash and cash equivalents at beginning of period           5,126,793    10,193,277
                                                         ------------  ------------
Cash and cash equivalents at end of period               $   847,376   $ 5,274,938
                                                         ============  ============

SUPPLEMENTAL INFORMATION
Cash paid during the period for interest                 $    12,421   $    24,086
                                                         ============  ============
</TABLE>


See  Note  6  to  the  financial statements regarding the Trust's acquisition of
interests  in  MILPI  during  the  six  months  ended  June  30,  2001.




   The accompanying notes are an integral part of these financial statements.
                                        6
<PAGE>

                             AFG INVESTMENT TRUST B

                        NOTES TO THE FINANCIAL STATEMENTS

                                  JUNE 30, 2001

                                   (UNAUDITED)


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

The  financial  statements  presented  herein  are  prepared  in conformity with
accounting  principles  generally  accepted  in  the  United  States for interim
financial  reporting  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 accounting principles generally accepted
in  the  United  States  for complete financial statements and, accordingly, the
accompanying  financial  statements  should  be  read  in  conjunction  with the
footnotes  presented  in  the  2000  Annual Report.  Except as disclosed herein,
there  has been no material change to the information presented in the footnotes
to  the  2000  Annual  Report.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  June  30, 2001 and December 31, 2000 and results of operations for
the  three  and  six  months ended June 30, 2001 and 2000 have been made and are
reflected.  Operating  results  for  the  six months ended June 30, 2001 are not
necessarily  indicative of the results that may be expected for the entire year.

Certain  amounts  previously  reported  in  the  December  31,  2000  financial
statements  have been reclassified to conform to the June 30, 2001 presentation.

NOTE  2  -  CASH  EQUIVALENTS  AND  INVESTMENT  SECURITIES
----------------------------------------------------------

AFG Investment Trust B (the"Trust") considers all highly liquid investments with
an  original maturity of three months or less to be cash equivalents. Investment
securities  consisted  of  equity  securities  and  debt  securities  that  were
classified as available-for-sale.  Available-for-sale securities were carried at
fair value, with unrealized gains and losses reported as a separate component of
participants'  capital.  The  amortized cost of debt securities was adjusted for
amortization  of  premiums  and  accretion  of  discounts  to  maturity.  Such
amortization  and  accretion are included in interest income on the accompanying
Statement  of  Operations.

At  June  30,  2001,  the Trust had $748,038 invested in federal agency discount
notes, repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government  securities,  or  other  highly  liquid  overnight  investments.

NOTE  3  -  REVENUE  RECOGNITION
--------------------------------

Rents  are  payable  to  the  Trust  monthly,  quarterly or semi-annually and no
significant  amounts  are  calculated on factors other than the passage of time.
The  leases are accounted for as operating leases and are noncancellable.  Rents
received prior to their due dates are deferred.  In certain instances, the Trust
may  enter primary-term, renewal or re-lease agreements, which expire beyond the
Trust's  anticipated  dissolution  date.  This  circumstance  is not expected to
prevent  the  orderly wind-up of the Trust's business activities as the Managing
Trustee  and  the 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  $547,786  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                           <C>    <C>
For the year ending June 30,   2002  $143,156
                               2003   139,716
                               2004   138,216
                               2005   126,698
                                     --------

 .                             Total  $547,786
                                     ========
</TABLE>



                                        7
<PAGE>
                             AFG INVESTMENT TRUST B

                 NOTES TO THE FINANCIAL STATEMENTS - (CONTINUED)

                                  JUNE 30, 2001

                                   (UNAUDITED)


In  June  2001,  the  Trust  and  certain  affiliated  investment  programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft that had been scheduled to expire in January 2003.  The
Reno  Programs  received  an  early termination fee of $840,000 and a payment of
$400,000  for  certain  maintenance required under the existing lease agreement.
The Trust's share of the early termination fee was $74,424, which was recognized
as  lease  revenue  during the three months ended June 30, 2001 and its share of
the  maintenance  payment  was  $35,440,  which  was  accrued  as  a maintenance
obligation at June 30, 2001.  Coincident with the termination of the Reno lease,
the  aircraft  was  re-leased  to Aerovias de Mexico, S.A. de C.V. for a term of
four  years.  The  Reno Programs will receive rents of $6,240,000 over the lease
term,  of  which  the  Trust's  share  is  $552,864.


NOTE  4  -  EQUIPMENT
---------------------

The  following  is  a  summary of equipment owned by the Trust at June 30, 2001.
Remaining  Lease  Term  (Months), as used below, represents the number of months
remaining  from June 30, 2001 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.  In the opinion
of  Equis  Financial  Group Limited Partnership ("EFG"), the acquisition cost of
the  equipment  did  not  exceed  its  fair  market  value.
<TABLE>
<CAPTION>



                                             Remaining
                                               Lease
                                                Term      Equipment
      Equipment Type                          (Months)     at Cost
-------------------------------------------  ----------  ------------
<S>                                          <C>         <C>
Materials handling                                 0-18  $ 1,340,814
Aircraft                                             48    1,239,741
Computer and peripherals                            0-1    1,051,435
Trailers and intermodal containers                    0       56,976
Manufacturing                                         0       41,694
                                                         ------------
 Total equipment cost                                 .    3,730,660
 Accumulated depreciation                             .   (2,795,387)
                                                         ------------
 Equipment, net of accumulated depreciation           .  $   935,273
                                                         ============
</TABLE>


At  June  30,  2001, the Trust's equipment portfolio included equipment having a
proportionate  original  cost  of  approximately  $2,120,000,  representing
approximately  57%  of  total  equipment  cost.

Certain  of  the equipment 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  $930,000  at  June  30,  2001  (see  Note  8).

At  June  30,  2001,  the  cost  of fully depreciated equipment held for sale or
re-lease  was  approximately  $885,000. 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.

                                        8
<PAGE>
------

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

On  May  1,  1999,  the  Trust  and  three  affiliated  trusts (collectively the
"Trusts")  and 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 purchased Class A
membership  interests  in  EFG  Kirkwood and Semele purchased Class B membership
interests  in EFG Kirkwood. Generally, the Class A interest holders are entitled
to  certain  preferred  returns  prior  to  distribution payments to the Class B
interest  holder.  The  Trusts  collectively  own 100% of the Class A membership
interests  in  EFG  Kirkwood  and  Semele  owns  100%  of the Class B membership
interests.  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 37.9% 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  a  18.6%  membership  interest in EFG Kirkwood and correspondingly
holds  20%  of  EFG  Kirkwood's  Class  A  voting  rights.

Subsequent  to  making  its  ownership interest in Mountain Resort, 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  stock and 100% of the Class B Preferred stock in an entity
that  owns  the  Purgatory  Ski  resort  in  Durango,  Colorado.

The  Trust's  ownership  interest  in  EFG  Kirkwood  had  an  original  cost of
$1,997,076;  including  a  1% acquisition fee ($19,773) paid to EFG. The Trust's
ownership interest in EFG Kirkwood is accounted for on the equity method and the
Trust  recorded  income  of  $412,389  for  the  six months ended June 30, 2001,
representing  its  pro-rata  share  of  the  net  income  of  EFG  Kirkwood.

NOTE  6  -  INTEREST  IN  MILPI
-------------------------------

In  December  2000,  the  Trust  and  three affiliated Trusts (collectively, 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 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  the  PLM  common  stock  in  February  2001  for  a  total purchase price of
approximately $21.7 million. Under the terms of the Agreement, with the approval
of  the  holders  of  50.1%  of  the  outstanding  common  stock  of  PLM, MILPI
Acquisition  will merge into PLM, with PLM being the surviving entity. PLM filed
a  proxy  statement  with  the Securities and Exchange Commission (the "SEC") on
February 9, 2001 for a special meeting of its shareholders to vote on the merger
proposal.  Because  MILPI  Acquisition  owns approximately 83% of the PLM common
stock,  its  vote alone would be sufficient to assure the approval of the merger
proposal  at  the special meeting and MILPI has agreed to vote all of its shares
in  favor  of the merger proposal. Once the merger is approved, the Trusts would
then  jointly own 100% of the outstanding common stock of PLM through their 100%
interest  in  MILPI.  However, completion of the SEC staff's review of the proxy
statement  for  approval  of the merger is dependent in part on the satisfactory
resolution

                                        9
<PAGE>
of  the  Trust's  discussions with the staff regarding its possible status as an
inadvertent  investment  company.  If  the merger is approved, the Trusts may be
required  to  provide  an  additional  $4.4  million  to  acquire  the remaining
approximate  17%  of  PLM's  outstanding  common  stock.

The  Trust  has  a  20%  membership interest in MILPI having an original cost of
$4,548,696.  The  cost  of  the  Trust's  interest  in  MILPI  reflects  MILPI
Acquisition's  cost  of  acquiring the common stock of PLM, including the amount
paid  for  the  shares  tendered  of  $4,355,145, a 1% acquisition fee paid to a
wholly-owned  subsidiary  of Semele of $43,551 and capitalized transaction costs
of  $150,000.  The capitalized transaction costs will be reimbursed by the Trust
to  MILPI  and  are  included  in  Accrued  Liabilities  -  Affiliates  on  the
accompanying Statement of Financial Position at June 30, 2001.  During the three
months ended June 30, 2001, the Trusts obtained additional information to refine
the  estimate  of  the  fair  values  of  the  underlying net assets of MILPI at
February  9,  2001.  The  Trust's  cost  basis  in  its  interest  in  MILPI was
determined  to be approximately $210,000 greater than its equity interest in the
underlying  net  assets  of  MILPI at February 9, 2001. This difference is being
amortized over a period of 7 years beginning March 1, 2001. The amount amortized
is  included  as  an  offset  to Interest in MILPI and was $9,111 during the six
months  ended  June  30,  2001.

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

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and  the  Trust recorded income of $42,164 and $64,740, respectively, during the
three and six months ended June 30, 2001, representing its pro-rata share of the
income  of  MILPI.

NOTE  7  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

All  operating  expenses  incurred by the Trust are paid by EFG on behalf of the
Trust  and EFG is reimbursed at its actual cost for such expenditures.  Fees and
other  costs  incurred during the six months ended June 30, 2001 and 2000, which
were  paid  or  accrued  by  the Trust to EFG or its Affiliates, are as follows:
<TABLE>
<CAPTION>


                                   2001      2000
                                 --------  --------
<S>                              <C>       <C>
Acquisition fees                 $ 43,551  $  3,073
Management fees                    41,661    35,245
Administrative charges             52,080    55,897
Reimbursable operating expenses
   due to third parties           385,711    52,801
                                 --------  --------

          Total                  $523,003  $147,016
                                 ========  ========
</TABLE>


All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow  account prior to remittance to the Trust.  At June 30,
2001, the Trust was owed $43,878 by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Trust  in  July  2001.

                                       10
<PAGE>
------

NOTE  8  -  NOTE  PAYABLE
-------------------------

Notes  payable  at  June  30,  2001 consisted of an installment note of $471,038
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.

In  June  2001,  the  Trust  and  certain  affiliated  investment  programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft  that  had  been  scheduled  to expire in January 2003.
Coincident with the termination of the Reno lease, the aircraft was re-leased to
Aerovias  de  Mexico,  S.A.  de  C.V.  for  a term of four years.  (See Note 3 -
Revenue  Recognition).  The  Reno  Programs executed a debt agreement with a new
lender  collateralized by the aircraft and assignment of the Aerovias de Mexico,
S.A.  de  C.V.  lease  payments.  The  Reno  Programs  received debt proceeds of
$5,316,482,  of  which  the  Trust's share was $471,038.  The Trust used the new
debt  proceeds  and  a  portion of certain other receipts from Reno to repay the
outstanding  balance  of  the  existing  indebtedness related to the aircraft of
$493,137  and accrued interest and fees of $7,347.  The new indebtedness bears a
fluctuating  interest rate based on LIBOR (approximately 4.73% at June 30, 2001)
plus  2.3%.

Management  believes  that  the carrying amount of the note payable approximates
fair  value  at  June  30, 2001 based on its experience and understanding of the
market  for  instruments  with  similar  terms.

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

<S>                           <C>    <C>
For the year ending June 30,   2002  $107,962
                               2003   116,160
                               2004   124,635
                               2005   122,281
                                     --------

    .                         Total  $471,038
                                     ========
</TABLE>



NOTE  9  -  GUARANTEE  AGREEMENT
--------------------------------

On  March  8,  2000,  the  Trust  and three affiliated trusts (collectively, the
"Trusts")  entered  into  a  guarantee agreement whereby the Trusts, jointly and
severally,  have  guaranteed  the  payment  obligations  under  a  master  lease
agreement  between  Echelon Commercial LLC, a newly-formed Delaware company that
is controlled by Gary D. Engle, President and Chief Executive Officer of EFG, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as lessor ("Heller"). The lease payments of Echelon Commercial LLC to Heller are
supported  by  lease payments to Echelon Commercial LLC from various sub-lessees
who  are parties to commercial and residential lease agreements under the master
lease  agreement.  The guarantee of lease payments by the Trusts was capped at a
maximum  of  $34,500,000, excluding expenses that could result in the event that
Echelon Commercial LLC experiences a default under the terms of the master lease
agreement.

                                       11
<PAGE>
As  a result of principal reductions on the average guarantee amount, an amended
and  restated  agreement  was  entered  into  in December 2000, that reduced the
guaranteed amount among the Trusts.  At June 30, 2001, the Trust was responsible
for  11.58%  of  the  current  guaranteed  amount of $7,000,000, or $810,600. In
consideration  for its guarantee, the Trust will receive an annualized fee equal
to  4% of the average guarantee amount outstanding during each quarterly period.
Accrued  but  unpaid  fees  will  accrue  and  compound interest quarterly at an
annualized  interest  rate  of  7.5%  until paid. The Trust will receive minimum
aggregate  fees for its guarantee of not less than $115,800, excluding interest.
During  the  six  months  ended  June  30,  2001, the Trust recognized income of
$19,954  related  to  the  guarantee  fee.  During the six months ended June 30,
2000,  the  Trust  received  an upfront cash fee of $57,900 and recognized total
income  of  $68,110 from the guarantee.  The guarantee fee is reflected as Other
Income  on  the  accompanying  Statement  of  Operations.

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

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


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

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest  in  MILPI.  MILPI  owns  MILPI  Acquisition,  which  owns the majority
interest  in PLM an equipment leasing and asset management company (See Note 6).
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.

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.

                                       12
<PAGE>

Segment information for the three and six months ended June 30, 2001 and 2000 is
summarized  below.

<TABLE>
<CAPTION>
                                     Three months ended June 30, Six months ended June 30,

                                            2001       2000      2001      2000
<S>                                      <C>         <C>       <C>       <C>
Total Income:
   Equipment leasing                     $ 252,462   $393,805  $500,959  $851,460
   Real estate                            (269,253)         -   412,389         -
                                         ----------  --------  --------  --------
     Total                               $ (16,791)  $393,805  $913,348  $851,460
                                         ==========  ========  ========  ========

Operating Expenses, Management Fees
  And Other Expenses:
   Equipment leasing                     $ 225,169   $ 64,932  $451,980  $136,492
   Real estate                              21,748      4,030    27,472     7,451
                                         ----------  --------  --------  --------
     Total                               $ 246,917   $ 68,962  $479,452  $143,943
                                         ==========  ========  ========  ========

Interest Expense:
   Equipment leasing                     $   1,299   $ 11,800  $ 11,321  $ 23,758
   Real estate                                   -          -         -         -
                                         ----------  --------  --------  --------
     Total                               $   1,299   $ 11,800  $ 11,321  $ 23,758
                                         ==========  ========  ========  ========

Depreciation and Amortization Expense:
   Equipment leasing                     $  26,763   $ 31,803  $ 59,425  $ 70,955
   Real estate                                   -          -         -         -
                                         ----------  --------  --------  --------
     Total                               $  26,763   $ 31,803  $ 59,425  $ 70,955
                                         ==========  ========  ========  ========

 Net Income (Loss)                       $(291,770)  $281,240  $363,150  $612,804
                                         ==========  ========  ========  ========
</TABLE>







Three  and  six  months ended June 30, 2001 compared to the three and six months
--------------------------------------------------------------------------------
ended  June  30,  2000:
-----------------------

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

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

For  the  three  and six month periods ended June 30, 2001, the Trust recognized
lease  revenue  of $175,772 and $283,773, respectively, compared to $284,778 and
$563,408,  respectively, for same periods in 2000. The decrease in lease revenue
from 2000 to 2001 resulted primarily from lease term expirations and the sale of
equipment.  Future  lease  term expirations and equipment sales will result in a
reduction  in  the  lease  revenue  recognized.

                                       13
<PAGE>
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  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.

In  June  2001,  the  Trust  and  certain  affiliated  investment  programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee  to  early terminate the lease with Reno Air, Inc. of a McDonnell Douglas
MD-87  aircraft  that  had  been  scheduled to expire in January 2003.  The Reno
Programs received an early termination fee of $840,000 and a payment of $400,000
for  certain  maintenance  required  under  the  existing  lease agreement.  The
Trust's  share of the early termination fee was $74,424, which was recognized as
operating  lease  revenue  during  the  three months ended June 30, 2001 and its
share of the maintenance payment was $35,440, which was accrued as a maintenance
obligation at June 30, 2001.  Coincident with the termination of the Reno lease,
the  aircraft  was  re-leased  to Aerovias de Mexico, S.A. de C.V. for a term of
four  years.  The  Reno Programs will receive rents of $6,240,000 over the lease
term,  of  which  the  Trust's  share  is  $552,864.

Interest  income  for  the  three  and six month periods ended June 30, 2001 was
$15,994  and  $54,133,  respectively,  compared  to  $84,763  and  $178,298,
respectively,  for  the  same  periods  in  2000.  Generally  interest income is
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term  instruments.  The  amount of future interest income is
expected  to  fluctuate as a result of changing interest rates and the amount of
cash  available  for  investment,  among  other  factors.

During  the  three  and  six  month  periods ended June 30, 2001, the Trust sold
equipment  having  a  net  book  value  of  $35,619 and $67,282, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $376  and  $70,238,  respectively.

During  the  three  and  six  month  periods ended June 30, 2000, the Trust sold
equipment  having  a  net  book  value  of  $48,312 and $91,452, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $24,264  and  $20,124,  respectively.

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

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

The  total  economic  value  realized  upon  final  disposition of each asset is
comprised  of all primary lease term revenue generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis.  The Trust classifies such
residual  rental payments as lease revenue.  Consequently, the amount of gain or
loss  reported  in the financial statements is not necessarily indicative of the
total  residual  value  the  Trust  achieved  from  leasing  the  equipment.

During  the six months ended June 30, 2000, the Trust sold investment securities
having  a  book  value  of $32,132, resulting in a gain, for financial statement
purposes,  of  $21,520.

                                       14
<PAGE>
On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  (See  Note 9 to the financial statements.) In consideration for its
guarantee,  the  Trust will receive an annualized fee equal to 4% of the average
guarantee  amount  outstanding  during each quarterly period. Accrued but unpaid
fees  will accrue and compound interest quarterly at an annualized interest rate
of  7.5%  until  paid.  During  the  six  months  ended June 30, 2001, the Trust
recognized  income  of  $19,954  related  to  the guarantee fee.  During the six
months  ended  June  30, 2000, the Trust received an upfront cash fee of $57,900
and  recognized total income of $68,110 from the guarantee. The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  for  the  three  and  six  months ended June 30, 2001 was
$19,279  and  $50,314,  respectively,  compared  to  $31,803  and  $70,955,
respectively,  for  the same periods in 2000.  For financial reporting purposes,
to the extent that an asset is held on primary lease term, the Trust depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.

Interest expense for the three and six months ended June 30, 2001 was $1,299 and
$11,321,  respectively,  compared  to $11,800 and $23,758, respectively, for the
same  periods in 2000.  Interest expense will continue to decrease in the future
as  the principal balance of notes payable is reduced through the application of
rent  receipts  to  outstanding  debt.

Management  fees  related  to  equipment  leasing  were  $19,647  and  $31,083,
respectively,  for  the three and six months ended June 30, 2001 and $14,050 and
$27,794,  respectively, for the same periods in 2000.  Management fees are based
on 5% of gross lease revenue generated by operating leases and 2% of gross lease
revenue  generated  by  full  payout leases, subject to certain limitations.  In
addition,  management  fees  included  a  fee  of  1%  of  the cost of the MILPI
interests.

Operating  expenses  were  $222,092 and $437,791 during the three and six months
ended June 30, 2001 compared to $50,882 and $108,698, respectively, for the same
periods in 2000. In 2001, operating expenses included approximately $100,000 for
ongoing legal matters. Operating expenses also included approximately $66,000 of
costs  reimbursed  to  EFG  as a result of the successful acquisition of the PLM
common  stock by MILPI Acquisition and approximately $56,000 of costs related to
the  re-lease  of an aircraft in June 2001.  In conjunction with the acquisition
of  the  PLM  common stock, EFG became entitled to recover certain out of pocket
expenses  which  it  had  previously  incurred. Other operating expenses consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal fees, as well as printing, distribution and remarketing expenses. The
amount of future operating expenses cannot be predicted with certainty; however,
such  expenses  are usually higher during the acquisition and liquidation phases
of  a  trust.  Other  fluctuations typically occur in relation to the volume and
timing  of  remarketing  activities.

During  the  three and six months ended June 30, 2001, the Trust recorded income
of  $42,164  and  $64,740,  respectively,  from its ownership interest in MILPI.
This  income  represents  the  Trust's share of the net income of MILPI recorded
under  the  equity  method of accounting.  The Trust recorded $7,484 and $9,111,
respectively,  of  amortization  expense for the three and six months ended June
30,  2001, which related to the goodwill recorded at the time of the acquisition
of  the  PLM  common  stock  by  MILPI Acquisition. (See Note 6 to the financial
statements.)


                                       15
<PAGE>
Real  Estate
------------

Management fees for non-equipment assets were $21,748 and $27,472, respectively,
for  the three and six months ended June 30, 2001 compared to $4,030 and $7,451,
respectively,  for  the same periods in 2000.  Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

For  the  three  and six month periods ended June 30, 2001, the Trust recorded a
loss  of  $269,253  and  income  of  $412,389,  respectively, from its ownership
interest in EFG Kirkwood. This income (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 and six months ended June 30, 2001 may not be
indicative  of  future  periods  (See  Note  5).


NOTE  12  -  NEW  ACCOUNTING  PRONOUNCEMENTS
--------------------------------------------

In  June  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards  ("SFAS") No. 141, "Business Combinations", and
SFAS  No.  142,  "Goodwill  and  Other  Intangible  Assets",  (collectively  the
"Statements")  effective  for  fiscal  years  beginning after December 15, 2001.
Under  the  new  rules, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in  accordance with the Statements.  Other intangible assets will continue to be
amortized  over  their  useful  lives.

The  Trusts  will  apply  the  new  rules  on  accounting for goodwill and other
intangible  assets  beginning  in the first quarter of 2002.  Application of the
nonamortization provisions of Statements is not anticipated to have an impact on
the Trust's financial statements.  During 2002, the Trust will perform the first
of  the  required  impairment  tests of goodwill and indefinite lived intangible
assets as of January 1, 2002 and has not yet determined what the effect of these
tests  will  be  on  the  earnings  and  financial  position  of  the  Trust.



























                                       16
<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  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 may unintentionally engage in an activity or activities
that  may be construed to fall within the scope of the Act. The Managing Trustee
is  engaged  in  discussions  with  the  staff  of  the  Securities and Exchange
Commission  regarding  whether or not the Trust may be an inadvertent investment
company by virtue of its recent acquisition activities. The Managing Trustee has
consulted  counsel and believes that the Trust is not an investment company.  If
the  Trust  was  determined  to  be an investment company, its business would be
adversely  affected.  The  Act,  among  other  things, prohibits an unregistered
investment company from offering securities for sale or engaging in any business
or  interstate  commerce.  If necessary, the Trust intends to avoid being deemed
an  investment company by disposing of or acquiring certain assets that it might
not  otherwise  dispose  of  or  acquire.


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

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest  in MILPI Holdings, LLC ("MILPI").  MILPI owns MILPI Acquisition Corp.,
("MILPI  Acquisition")  which  owns  the majority interest in PLM International,
Inc., ("PLM") an equipment leasing and asset management company. 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.

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.

                                       17
<PAGE>
Segment information for the three and six months ended June 30, 2001 and 2000 is
summarized  below.

<TABLE>
<CAPTION>
                                   Three months ended June 30, Six months ended June 30,

                                            2001       2000      2001      2000
<S>                                      <C>         <C>       <C>       <C>
Total Income:
   Equipment leasing                     $ 252,462   $393,805  $500,959  $851,460
   Real estate                            (269,253)         -   412,389         -
                                         ----------  --------  --------  --------
     Total                               $ (16,791)  $393,805  $913,348  $851,460
                                         ==========  ========  ========  ========

Operating Expenses, Management Fees
  And Other Expenses:
   Equipment leasing                     $ 225,169   $ 64,932  $451,980  $136,492
   Real estate                              21,748      4,030    27,472     7,451
                                         ----------  --------  --------  --------
     Total                               $ 246,917   $ 68,962  $479,452  $143,943
                                         ==========  ========  ========  ========

Interest Expense:
   Equipment leasing                     $   1,299   $ 11,800  $ 11,321  $ 23,758
   Real estate                                   -          -         -         -
                                         ----------  --------  --------  --------
     Total                               $   1,299   $ 11,800  $ 11,321  $ 23,758
                                         ==========  ========  ========  ========

Depreciation and Amortization Expense:
   Equipment leasing                     $  26,763   $ 31,803  $ 59,425  $ 70,955
   Real estate                                   -          -         -         -
                                         ----------  --------  --------  --------
     Total                               $  26,763   $ 31,803  $ 59,425  $ 70,955
                                         ==========  ========  ========  ========

 Net Income (Loss)                       $(291,770)  $281,240  $363,150  $612,804
                                         ==========  ========  ========  ========
</TABLE>





Three  and  six  months ended June 30, 2001 compared to the three and six months
--------------------------------------------------------------------------------
ended  June  30,  2000:
-----------------------

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

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

For  the  three  and six month periods ended June 30, 2001, the Trust recognized
lease  revenue  of $175,772 and $283,773, respectively, compared to $284,778 and
$563,408,  respectively, for same periods in 2000. The decrease in lease revenue
from 2000 to 2001 resulted primarily from lease term expirations and the sale of
equipment.  Future  lease  term expirations and equipment sales will result in a
reduction  in  the  lease  revenue  recognized.

The Trust's equipment portfolio includes certain assets in which the Trust holds
a  proportionate ownership interest.  In such cases, the remaining interests are
owned  by  Equis  Financial  Group Limited Partnership, ("EFG") or an affiliated
equipment  leasing  program sponsored by 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.

                                       18
<PAGE>
In  June  2001,  the  Trust  and  certain  affiliated  investment  programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee  to  early terminate the lease with Reno Air, Inc. of a McDonnell Douglas
MD-87  aircraft  that  had  been  scheduled to expire in January 2003.  The Reno
Programs received an early termination fee of $840,000 and a payment of $400,000
for  certain  maintenance  required  under  the  existing  lease agreement.  The
Trust's  share of the early termination fee was $74,424, which was recognized as
operating  lease  revenue  during  the  three months ended June 30, 2001 and its
share of the maintenance payment was $35,440, which was accrued as a maintenance
obligation at June 30, 2001.  Coincident with the termination of the Reno lease,
the  aircraft  was  re-leased  to Aerovias de Mexico, S.A. de C.V. for a term of
four  years.  The  Reno Programs will receive rents of $6,240,000 over the lease
term,  of  which  the  Trust's  share  is  $552,864.

Interest  income  for  the  three  and six month periods ended June 30, 2001 was
$15,994  and  $54,133,  respectively,  compared  to  $84,763  and  $178,298,
respectively,  for  the  same  periods  in  2000.  Generally  interest income is
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term  instruments.  The  amount of future interest income is
expected  to  fluctuate as a result of changing interest rates and the amount of
cash  available  for  investment,  among  other  factors.

During  the  three  and  six  month  periods ended June 30, 2001, the Trust sold
equipment  having  a  net  book  value  of  $35,619 and $67,282, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $376  and  $70,238,  respectively.

During  the  three  and  six  month  periods ended June 30, 2000, the Trust sold
equipment  having  a  net  book  value  of  $48,312 and $91,452, respectively to
existing  lessees  and  third  parties.  These sales resulted in a net gain, for
financial  statement  purposes,  of  $24,264  and  $20,124,  respectively.

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

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

The  total  economic  value  realized  upon  final  disposition of each asset is
comprised  of all primary lease term revenue generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis.  The Trust classifies such
residual  rental payments as lease revenue.  Consequently, the amount of gain or
loss  reported  in the financial statements is not necessarily indicative of the
total  residual  value  the  Trust  achieved  from  leasing  the  equipment.

During  the six months ended June 30, 2000, the Trust sold investment securities
having  a  book  value  of $32,132, resulting in a gain, for financial statement
purposes,  of  $21,520.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  (See  Note 9 to the financial statements.) In consideration for its
guarantee,  the  Trust will receive an annualized fee equal to 4% of the average
guarantee  amount  outstanding  during each quarterly period. Accrued but unpaid
fees  will accrue and compound interest quarterly at an annualized interest rate
of  7.5%  until  paid.  During  the  six  months  ended June 30, 2001, the Trust
recognized  income  of  $19,954  related  to  the guarantee fee.  During the six
months  ended  June  30, 2000, the Trust received an upfront cash fee of $57,900
and  recognized total income of $68,110 from the guarantee. The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

                                       19
<PAGE>
Depreciation  expense  for  the  three  and  six  months ended June 30, 2001 was
$19,279  and  $50,314,  respectively,  compared  to  $31,803  and  $70,955,
respectively,  for  the same periods in 2000.  For financial reporting purposes,
to the extent that an asset is held on primary lease term, the Trust depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.

Interest expense for the three and six months ended June 30, 2001 was $1,299 and
$11,321,  respectively,  compared  to $11,800 and $23,758, respectively, for the
same  periods in 2000.  Interest expense will continue to decrease in the future
as  the principal balance of notes payable is reduced through the application of
rent  receipts  to  outstanding  debt.

Management  fees  related  to  equipment  leasing  were  $19,647  and  $31,083,
respectively,  for  the three and six months ended June 30, 2001 and $14,050 and
$27,794,  respectively, for the same periods in 2000.  Management fees are based
on 5% of gross lease revenue generated by operating leases and 2% of gross lease
revenue  generated  by  full  payout leases, subject to certain limitations.  In
addition,  management  fees  included  a  fee  of  1%  of  the cost of the MILPI
interests.

Operating  expenses  were  $222,092 and $437,791 during the three and six months
ended June 30, 2001 compared to $50,882 and $108,698, respectively, for the same
periods in 2000. In 2001, operating expenses included approximately $100,000 for
ongoing legal matters. Operating expenses also included approximately $66,000 of
costs  reimbursed  to  EFG  as a result of the successful acquisition of the PLM
common  stock by MILPI Acquisition and approximately $56,000 of costs related to
the  re-lease  of an aircraft in June 2001.  In conjunction with the acquisition
of  the  PLM  common stock, EFG became entitled to recover certain out of pocket
expenses  which  it  had  previously  incurred. Other operating expenses consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal fees, as well as printing, distribution and remarketing expenses. The
amount of future operating expenses cannot be predicted with certainty; however,
such  expenses  are usually higher during the acquisition and liquidation phases
of  a  trust.  Other  fluctuations typically occur in relation to the volume and
timing  of  remarketing  activities.

During  the  three and six months ended June 30, 2001, the Trust recorded income
of  $42,164  and  $64,740,  respectively,  from its ownership interest in MILPI.
This  income  represents  the  Trust's share of the net income of MILPI recorded
under  the  equity  method of accounting.  The Trust recorded $7,484 and $9,111,
respectively,  of  amortization  expense for the three and six months ended June
30,  2001, which related to the goodwill recorded at the time of the acquisition
of  the  PLM  common  stock  by  MILPI Acquisition. (See Note 6 to the financial
statements.)


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

Management fees for non-equipment assets were $21,748 and $27,742, respectively,
for  the three and six months ended June 30, 2001 compared to $4,030 and $7,451,
respectively,  for  the same periods in 2000.  Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

For  the  three  and six month periods ended June 30, 2001, the Trust recorded a
loss  of  $269,253  and  income  of  $412,389,  respectively, from its ownership
interest in EFG Kirkwood. This income (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 and six months ended June 30, 2001 may not be
indicative  of  future  periods.  (See  Note  5  to  the  financial statements).


                                       20
<PAGE>
Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
--------------------------------------------------------------------

The  Trust  by  its  nature  is  a  limited  life entity.  The Trust's principal
operating  activities  derive  from asset rental transactions.  Accordingly, the
Trust's  principal  source of cash from operations is provided by the collection
of  periodic  rents.  These  cash  inflows  are  used  to  satisfy  debt service
obligations  associated  with  leveraged  leases, and to pay management fees and
operating  costs.  Operating  activities generated net cash outflows of $175,550
and  net  cash  inflows  of  $606,075 for the six months ended June 30, 2001 and
2000,  respectively. Future renewal, re-lease and equipment sale activities will
cause  a  decline  in  the  Trust's  lease  revenue and corresponding sources of
operating  cash.  Expenses associated with rental activities, such as management
fees,  also  will  decline  as the Trust remarkets its equipment.  The amount of
future interest income is expected to fluctuate as a result of changing interest
rates  and  the  level  of  cash  available for investment, among other factors.

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

At  June  30, 2001, the Trust was due aggregate future minimum lease payments of
$547,786  from  contractual  lease  agreements  (see  Note  3  to  the financial
statements),  a  portion of which will be used to amortize the principal balance
of  notes  payable  of  $471,038  (see  Note  8  to  the  financial statements).
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, as the
Trust  matures and a greater level of its equipment assets becomes available for
remarketing,  the  cash  flows  of  the  Trust  will  become  less  predictable.

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 (collectively, the
"Trusts")  formed  MILPI,  which  formed  MILPI  Acquisition,  a  wholly  owned
subsidiary  of  MILPI.  The  Trusts  collectively  paid  $1.2  million for their
membership interest in MILPI and MILPI purchased the shares of MILPI Acquisition
for  an  aggregate  purchase  price  of $1.2 million at December 31, 2000. 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  the  PLM  common  stock  in  February  2001  for  a  total purchase price of
approximately $21.7 million. Under the terms of the Agreement, with the approval
of  the  holders  of  50.1%  of  the  outstanding  common  stock  of  PLM, MILPI
Acquisition  will merge into PLM, with PLM being the surviving entity. PLM filed
a  proxy  statement  with  the Securities and Exchange Commission (the "SEC") on
February 9, 2001 for a special meeting of its shareholders to vote on the merger
proposal.  Because  MILPI  Acquisition  owns approximately 83% of the PLM common
stock,  its  vote alone would be sufficient to assure the approval of the merger
proposal  at  the special meeting and MILPI has agreed to vote all of its shares
in  favor  of the merger proposal. Once the merger is approved, the Trusts would
then  jointly own 100% of the outstanding common stock of PLM through their 100%
interest  in  MILPI.  However, completion of the SEC staff's review of the proxy
statement  for  approval  of the merger is dependent in part on the satisfactory
resolution  of  the  Trust's  discussions  with the staff regarding its possible
status  as  an  inadvertent  investment  company. If the merger is approved, the
Trusts  may  be  required  to  provide an additional $4.4 million to acquire the
remaining  approximate  17%  of  PLM's  outstanding  common  stock.


                                       21
<PAGE>
The  Trust  has  a  20%  membership interest in MILPI having an original cost of
$4,548,696.  The  cost  of  the  Trust's  interest  in  MILPI  reflects  MILPI
Acquisition's  cost  of  acquiring the common stock of PLM, including the amount
paid  for  the  shares  tendered  of  $4,355,145, a 1% acquisition fee paid to a
wholly-owned  subsidiary  of Semele of $43,551 and capitalized transaction costs
of  $150,000.  The capitalized transaction costs will be reimbursed by the Trust
to  MILPI  and  are  included  in  Accrued  Liabilities  -  Affiliates  on  the
accompanying Statement of Financial Position at June 30, 2001.  During the three
months ended June 30, 2001, the Trusts obtained additional information to refine
the  estimate  of  the  fair  values  of  the  underlying net assets of MILPI at
February  9,  2001.  The  Trust's  cost  basis  in  its  interest  in  MILPI was
determined  to be approximately $210,000 greater than its equity interest in the
underlying  net  assets  of  MILPI at February 9, 2001. This difference is being
amortized over a period of 7 years beginning March 1, 2001. The amount amortized
is  included as an offset to Interest in MILPI and was $9,111 for the six months
ended June 30, 2001. The Trust's ownership interest in MILPI is accounted for on
the  equity  method,  as  discussed  above.

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

During  the  six months ended June 30, 2000, the Trust expended $310,376 for its
interest in EFG Kirkwood (see Note 5 to the financial statements) and $23,700 on
other  investments.  During  the  six  months  ended June 30, 2001 and 2000, the
Trust  realized  net  cash  proceeds  from  equipment  disposals of $137,520 and
$111,576,  respectively.  Future  inflows  of cash from equipment disposals will
vary  in timing and amount and will be influenced by many factors including, but
not  limited  to,  the  frequency  and  timing of lease expirations, the type of
equipment  being sold, its condition and age, and future market conditions.  The
Trust  also  realized proceeds from the sale of investment securities of $53,652
during  the  six  months  ended  June  30,  2000.

The  Trust  has  an  ownership interest in EFG Kirkwood. EFG Kirkwood is a joint
venture  among the Trust, certain affiliated Trusts and Semele Group Inc. and is
managed by AFG ASIT Corporation. EFG Kirkwood is a member in two joint ventures,
Mountain Resort Holdings LLC ("Mountain Resort") and Mountain Springs Resort LLC
("Mountain  Springs").  See  Note  5  to  the  financial  statements.

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

The risks generally associated with real estate include, without limitation, the
existence of senior financing or other liens on the properties, general or local
economic  conditions,  property  values, the sale of properties, interest rates,
real  estate  taxes,  other  operating  expenses,  the  supply  and  demand  for
properties  involved,  zoning  and environmental laws and regulations, and other
governmental  rules.

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

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

Recent  changes  in  economic  condition  of the airline industry have adversely
affected  the  demand  for and market values for commercial jet aircraft.  These
changes  could  adversely  affect  the  operations of the Trust and the residual
value of the commercial jet aircraft.  Currently, the commercial jet aircraft in
which  the Trust has a proportionate ownership interest is subject to contracted
lease  agreements.


                                       22
<PAGE>
The  Trust  obtained  long-term  financing  in connection with certain equipment
leases.  The  origination  of such indebtedness and the subsequent repayments of
principal are reported as components of financing activities on the accompanying
Statement  of  Cash  Flows.  At June 30, 2001, 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  will be fully amortized by the
contracted lease payments at the expiration of the lease agreement in June 2005.

In  June  2001,  the  Trust  and  certain  affiliated  investment  programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft  that  had  been  scheduled  to expire in January 2003.
Coincident with the termination of the Reno lease, the aircraft was re-leased to
Aerovias  de  Mexico,  S.A.  de  C.V.  for  a term of four years (see Results of
Operations).  The  Reno  Programs  executed  a  debt agreement with a new lender
collateralized by the aircraft and assignment of the Aerovias de Mexico, S.A. de
C.V. lease payments.  The Reno Programs received debt proceeds of $5,316,482, of
which  the Trust's share was $471,038.  The Trust used the new debt proceeds and
a  portion  of certain other receipts from Reno to repay the outstanding balance
of  the  existing  indebtedness  related to the aircraft of $493,137 and accrued
interest  and fees of $7,347.  The new indebtedness bears a fluctuating interest
rate  based  on  LIBOR  (approximately  4.73%  at  June  30, 2001) plus 2.3% and
principal  is  amortized  monthly.

The  Managing  Trustee  evaluated  and  pursued  a  number  of  potential  new
acquisitions, several of which the Managing Trustee concluded had market returns
that  it  believed  were  less  than  adequate  given the potential risks.  Most
transactions  involved  the  equipment leasing, business finance and real estate
development  industries.  Although  the  Managing Trustee intends to continue to
evaluate  additional new investments, it anticipates that the Trust will be able
to  fund  these  new investments with cash on hand or other sources, such as the
proceeds  from  future  asset  sales  or refinancing and new indebtedness.  As a
result, the Trust declared a special cash distribution during the fourth quarter
of  1999  to  the  Trust  Beneficiaries  totaling  $5,300,000, which was paid on
January  19,  2000.

After  the  special  distribution  on  January 19, 2000, the Trust adopted a new
distribution  policy  and  suspended  the  payment  of  regular  monthly  cash
distributions.  Looking  forward, the Managing Trustee presently does not expect
to  reinstate  cash  distributions  until expiration of the Trust's reinvestment
period  in  December  2001.  In  addition  to  maintaining  sale  proceeds  for
reinvestment,  the Managing Trustee expects that the Trust will retain cash from
operations  for  the  continued maintenance of the Trust's assets.  The Managing
Trustee  believes  that  this  change  in policy is in the best interests of the
Trust  over  the  long  term.

Historically,  cash  distributions  to  the  Managing  Trustee,  the  Special
Beneficiary and the Beneficiaries had been declared and generally paid within 45
days  following  the  end  of  each  calendar month.  No cash distributions were
declared for either of the six month periods ended June 30, 2001 or 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 real estate assets and its interest in MILPI
will  impact  the  Trust's  overall  performance.


                                       23
<PAGE>
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 new investment
activities,  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, 2000, the Managing Trustee had a positive tax capital
account  balance.  No  such  requirement  exists  with  respect  to  the Special
Beneficiary.


                                       24
<PAGE>

                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                           PART II.  OTHER INFORMATION


<TABLE>
<CAPTION>



<S>           <C>

  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 1. Lease agreement with Aerovias de Mexico, S.A. de C.V.

  Item 6(b).  Reports on Form 8-K
</TABLE>








                                       25
<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:        ls/  Michael  J.  Butterfield
           -----------------------------
             Michael  J.  Butterfield
             Treasurer  of  AFG  ASIT  Corporation
             (Duly  Authorized  Officer  and
             Principal  Financial  and  Accounting  Officer)


Date:     August  14,  2001
          -----------------





                                       26
<PAGE>