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 endedJune 30, 2002
                                                 -------------

                                       OR

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

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


                           Commission File No. 0-21390

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


      Delaware                                                   04-3157230
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes    X  No
   -----


<PAGE>


                             AFG INVESTMENT TRUST 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, 2002 and December 31, 2001                        3

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

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

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

                Notes to the Financial Statements                             7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         16

     Item 3. Quantitative and Qualitative Disclosures about Market Risk      24


PART II. OTHER INFORMATION:

     Item 1 - 6                                                              25
</TABLE>



















<PAGE>

                             AFG INVESTMENT TRUST B

                         STATEMENT OF FINANCIAL POSITION

                       JUNE 30, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                           June 30,     December 31,
                                                             2002           2001

ASSETS
<S>                                                       <C>          <C>

Cash and cash equivalents                                 $1,042,876   $     899,569
Accounts receivable - affiliate                               15,516          23,936
Interest receivable                                              510             510
Interest in EFG Kirkwood LLC                               1,878,832       1,501,368
Interest in MILPI Holdings, LLC                            4,813,925       5,010,928
Investments - other                                           99,135          99,135
Other assets                                                   9,340             857
Equipment at cost, net of accumulated depreciation
  of $2,579,104 and $2,175,686 at June 30, 2002
  and December 31, 2001, respectively                        389,497         903,653
                                                          -----------  --------------

      Total assets                                        $8,249,631   $   8,439,956
                                                          ===========  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                             $  365,015   $     420,027
Accrued interest                                                 599             460
Accrued liabilities                                           40,720         105,869
Accrued liabilities - affiliates                              70,052         117,348
Deferred rental income                                         8,313           8,313
                                                          -----------  --------------
     Total liabilities                                       484,699         652,017
                                                          -----------  --------------


Participants' capital (deficit):
   Managing Trustee                                           (8,223)            735
   Special Beneficiary                                             -           6,066
   Class A Beneficiary interests (582,017 interests;
     initial purchase price of $25 each)                   8,564,530       8,556,689
   Class B Beneficiary interests (1,000,961 interests;
     initial purchase price of $5 each)                            -          15,824
   Treasury interests (83,477 Class A interests at cost)    (791,375)       (791,375)
                                                          -----------  --------------
     Total participants' capital                           7,764,932       7,787,939
                                                          -----------  --------------

     Total liabilities and participants' capital          $8,249,631   $   8,439,956
                                                          ===========  ==============
</TABLE>



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

                             AFG INVESTMENT TRUST B

                             STATEMENT OF OPERATIONS

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

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                 For the three months ended          For the six months ended
                                                            June 30,                       June 30,


                                                   2002            2001            2002           2001
..
INCOME
<S>                                           <C>             <C>             <C>             <C>
Lease revenue                                 $      76,531   $     175,772   $     139,841   $     283,773
Interest income                                       4,496          15,994           8,657          54,133
Gain on sale of equipment                               400             376             400          70,238
Other income                                              -          18,156               -          28,075
  Total income                                       81,427         210,298         148,898         436,219
--------------------------------------------

EXPENSES

Depreciation and amortization                        15,254          26,763          30,508          59,425
Write-down of equipment                             483,648               -         483,648               -
Interest expense                                      6,919           1,299          14,235          11,321
Management fees - affiliates                         19,863          24,825          38,889          41,661
Operating expenses - affiliate                      158,525         222,092         229,397         437,791
  Total expenses                                    684,209         274,979         796,677         550,198
--------------------------------------------


EQUITY INTERESTS

Equity in net income (loss) of EFG
  Kirkwood LLC                                     (356,890)       (292,055)        377,464         493,619
Equity in net income of MILPI Holdings, LLC         137,366          42,164         247,308          64,740
  Total income (loss) from equity interests        (219,524)       (249,891)        624,772         558,359
--------------------------------------------

Net income (loss)                             $    (822,306)  $    (314,572)  $     (23,007)  $     444,380
                                              --------------  --------------  --------------  -------------

         ---                                            ---
Net income (loss)
   per Class A Beneficiary Interest           $       (0.94)  $       (0.13)  $        0.01   $        0.77
   per Class B Beneficiary Interest           $       (0.19)  $       (0.17)  $       (0.02)  $           -
                                              ==============  ==============  ==============  =============
Cash distributions declared
   per Class A Beneficiary Interest           $           -   $           -   $           -   $           -
   per Class B Beneficiary Interest           $           -   $           -   $           -   $           -
                                              ==============  ==============  ==============  =============
</TABLE>




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



                             AFG INVESTMENT TRUST B

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                     FOR THE SIX MONTHS ENDED JUNE 30, 2002

                                   (UNAUDITED)



<TABLE>
<CAPTION>


                                    Managing            Special
                                     Trustee          Beneficiary     Class A Beneficiaries         -
                                                                      ---------------------
                                     Amount             Amount              Interests             Amount
<S>                             <C>                <C>                <C>                    <C>
                                 ---------------    ---------------         ---------------   ---------------
 Balance at December 31, 2001   $            735   $          6,066                 582,017  $      8,556,689

   Net income (loss)                      (8,958)            (6,066)                      -             7,841
                                -----------------  -----------------  ---------------------  ----------------

 Balance at June 30, 2002       $         (8,223)  $              -                 582,017  $      8,564,530
                                =================  =================  =====================  ================



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

   Net income (loss)                                -           (15,824)                 -            (23,007)
                                ---------------------  -----------------  -----------------  -----------------

 Balance at June 30, 2002                   1,000,961  $              -   $       (791,375)  $      7,764,932
                                =====================  =================  =================  =================
</TABLE>



















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

<PAGE>


                             AFG INVESTMENT TRUST B

                             STATEMENT OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               2002            2001
..                                                          ------------    ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                       <C>             <C>
Net income (loss)                                         $     (23,007)  $     444,380
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
  Depreciation and amortization                                  30,508          59,425
  Write-down of equipment                                       483,648               -
  Gain on sale of equipment                                        (400)        (70,238)
  Income from equity interests                                 (624,772)       (558,359)
Changes in assets and liabilities:
  Rents receivable                                                    -             471
  Accounts receivable - affiliate                                 8,420          69,959
  Guarantee fee receivable                                            -         (18,002)
  Interest receivable                                                 -          (4,587)
  Other assets                                                   (8,483)        (85,896)
  Accrued interest                                                  139          (1,100)
  Accrued liabilities                                           (65,149)       (103,393)
  Accrued liabilities - affiliates                              (47,296)         90,032
  Deferred rental income                                              -           1,758
                                                          --------------  --------------
    Net cash used in operating activities                      (246,392)       (175,550)
                                                          --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                       400         137,520
Dividends received from MILPI Holdings, LLC                     444,311               -
Interest in MILPI Holdings, LLC                                       -      (4,158,696)
                                                          --------------  --------------
    Net cash provided by (used in) investing activities         444,711      (4,021,176)
                                                          --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Proceeds from notes payable                                           -         471,038
Principal payments - notes payable                              (55,012)       (553,729)
                                                          --------------  --------------
    Net cash used in financing activities                       (55,012)        (82,691)
                                                          --------------  --------------

Net increase (decrease) in cash and cash equivalents            143,307      (4,279,417)
Cash and cash equivalents at beginning of period                899,569       5,126,793
                                                          --------------  --------------
Cash and cash equivalents at end of period                $   1,042,876   $     847,376
                                                          ==============  ==============

SUPPLEMENTAL INFORMATION

Cash paid during the period for interest                  $      14,096   $      12,421
                                                          ==============  ==============
</TABLE>







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



                             AFG INVESTMENT TRUST B

                        NOTES TO THE FINANCIAL STATEMENTS

                                  JUNE 30, 2002

                                   (UNAUDITED)

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

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

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  June  30, 2002 and December 31, 2001 and results of operations for
the  three and six month periods ended June 30, 2002 and 2001 have been made and
are  reflected.

On  May  16,  2002, the Trust filed Form 10-K/A with the Securities and Exchange
Commission  to restate its financial statements for the years ended December 31,
2001  and  2000.  The  financial position, results of operations, and cash flows
for  the interim periods of 2001 disclosed herein reflect the revised amounts as
reported  in  the  2001  Form  10-K/A.

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


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

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

Net loss             (16,951)       (72,008)        (545,507)        (187,840)           -     (822,306)
                   ----------  -------------  ---------------  ---------------  -----------  -----------
June 30, 2002      $  (8,223)  $          -   $    8,564,530   $            -   $ (791,375)  $7,764,932
                   ==========  =============  ===============  ===============  ===========  ===========
</TABLE>




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

Rents  are  payable  to  the  Trust  monthly,  quarterly or semi-annually and no
significant  amounts  are  calculated on factors other than the passage of time.
The  leases are accounted for as operating leases and are noncancellable.  Rents
received prior to their due dates are deferred.  In certain instances, the Trust
may  enter primary-term, renewal or re-lease agreements, which expire beyond the
Trust's  anticipated  dissolution  date.  This  circumstance  is not expected to
prevent  the  orderly  wind-up  of  the  Trust's business activities as AFG ASIT
Corporation,  the managing trustee of the Trust (the "Managing Trustee") and the
Trust's Advisor would seek to sell the then-remaining equipment assets either to
the  lessee  or to a third party, taking into consideration the amount of future
noncancellable  rental  payments associated with the attendant lease agreements.
Future  minimum  rentsof  $408,290  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                           <C>    <C>
For the year ending June 30,   2003  $142,676
                               2004   138,916
                               2005   126,698
                                     --------

..                             Total  $408,290
                                     ========
</TABLE>



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

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

<TABLE>
<CAPTION>

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

Aircraft                                                36  $ 1,239,741
Computer and peripherals                                 0    1,026,842
Materials handling                                     0-6      603,348
Trailers/intermodal containers                           0       56,976
Manufacturing                                            0       41,694
                                                            ------------
   Total equipment cost                                  -    2,968,601
   Accumulated depreciation                              -   (2,579,104)
                                                            ------------
   Equipment, net of accumulated depreciation            -  $   389,497
                                                            ============
</TABLE>


At  June  30,  2002, the Trust's equipment portfolio included equipment having a
proportionate  original  cost  of  approximately  $2,120,000,  representing
approximately  71%  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  approximately  $388,000  at  June  30,  2002.

At  June  30,  2002,  the  cost  of fully depreciated equipment held for sale or
re-lease  was approximately $1,270,000. The Managing Trustee is actively seeking
the  sale  or  re-lease of all equipment not on lease.  In addition, the summary
above  includes  equipment  being  leased  on  a  month-to-month  basis.

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



NOTE  4  -  INTEREST  IN  EFG  KIRKWOOD  LLC
--------------------------------------------

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

On April 30, 2000, KAI's ownership interests in certain assets and substantially
all  of  its  liabilities  were  transferred  to  Mountain  Resort  Holdings LLC
("Mountain  Resort").  On  May  1,  2000, EFG Kirkwood exchanged its interest in
KAI's common and preferred stock for corresponding pro-rata membership interests
in  Mountain  Resort.  EFG  Kirkwood  holds  approximately 38% of the membership
interests  in  Mountain  Resort.  Mountain  Resort,  through  four  wholly owned
subsidiaries,  owns  and  operates  the  Kirkwood  Mountain Resort, a ski resort
located  in  northern  California,  a  public  utility  that  services the local
community, and land that is held for residential and commercial development. The
Trust  holds  20%  of  EFG  Kirkwood's  Class  A  membership  interests.

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

The  Trust's  ownership  interest  in  EFG  Kirkwood  had  an  original  cost of
$1,997,076;  including a 1% acquisition fee of $19,773 paid to EFG.  The Trust's
ownership interest in EFG Kirkwood is accounted for on the equity method and the
Trust  recorded  a loss of $356,890 and income of $377,464 for the three and six
months  ended  June  30,  2002, respectively, compared to a loss of $292,055 and
income  of $493,619, respectively, for the same periods in 2001,representing its
pro-rata  share  of  the  net  income  (loss)  of  EFG  Kirkwood.

The  table  below  provides  comparative  summarized  income  statement data for
Mountain  Resort and the Purgatory Ski Resort for the three and six months ended
June  30, 2002 and 2001.  The operating companies have different fiscal year end
dates  than  the  Trust.  Therefore, the operating results shown below have been
<TABLE>
<CAPTION>



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

Purgatory Ski Resort
----------------------
     Total revenues     $      478,830   $      759,484   $    9,881,884  $   11,146,188
     Total expenses          3,175,826        2,598,400        9,284,346       8,576,123
     Net income (loss)  $   (2,696,996)  $   (1,838,916)  $      597,538  $    2,570,065
                        ---------------  ---------------  --------------  --------------
</TABLE>
conformed  to  the  three  and  six  months  ended  June  30,  2002  and  2001.



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

In  December 2000, the Trusts formed MILPI, which formed MILPI Acquisition Corp.
("MILPI  Acquisition),  a  wholly  owned  subsidiary  of  MILPI.  The  Trusts
collectively  paid $1.2 million for their membership interest in MILPI ($240,000
for  the  Trust)  and  MILPI  purchased  the  shares of MILPI Acquisition for an
aggregate  purchase  price  of  $1.2  million  at  December  31,  2000.  MILPI
Acquisition  entered  into  a  definitive  agreement  (the "Agreement") with PLM
International, Inc., ("PLM"), an equipment leasing and asset management company,
for  the purpose of acquiring up to 100% of the outstanding common stock of PLM,
for  an  approximate purchase price of up to $27 million. In connection with the
acquisition, on December 29, 2000, MILPI Acquisition commenced a tender offer to
purchase  any  and  all  of  PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The Trust had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  Under the terms of the Agreement,
with  the  approval  of  the holders of 50.1% of the outstanding common stock of
PLM,  MILPI  Acquisition  would  merge  into  PLM,  with PLM being the surviving
entity. The merger was completed when MILPI obtained approval of the merger from
PLM's  shareholders  pursuant  to a special shareholders' meeting on February 6,
2002.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

At  June 30, 2002, the Trust has a 16.67% membership interest in MILPI having an
original  cost of $4,437,644. The cost of the Trust's interest in MILPI reflects
MILPI's cost of acquiring the common stock of PLM, including the amount paid for
the  shares tendered of $4,355,145, capitalized transaction costs of $38,948 and
a  1%  acquisition  fee  paid to a wholly-owned subsidiary of Semele of $43,551.
The  Trust  capitalized  these  transaction costs, of which $9,111 was amortized
during  the  six  months ended June 30, 2001.  Statement of Financial Accounting
Standards  No.  142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") was
effective for the Trust as of January 1, 2002 and requires the discontinuance of
goodwill  amortization  as  of  January 1, 2002.  SFAS No. 142 also requires the
Trust to complete a transitional goodwill impairment test within six months from
January  1,  2002,  the  date  of  adoption.  The  Trust  completed the goodwill
impairment analysis during the quarter ended June 30, 2002.  There was no impact
on  the  Trust's  financial  statements  as  a  result  of  this  analysis.

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

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and the Trust recorded income of $137,366 and $247,308, respectively, during the
three  and  six  months  ended  June  30, 2002, compared to $42,164 and $64,740,
respectively, for the same periods in 2001, which represented its pro-rata share
of  the  net  income  of MILPI.  On March 12, 2002, PLM declared and paid a cash
dividend to MILPI of approximately $2.7 million.  MILPI then declared and paid a
cash  dividend  of  approximately  $2.7  million, of which the Trust's share was
$444,311.

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


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




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

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


                                   2002      2001
                                 --------  --------
<S>                              <C>       <C>
Acquisition fees                 $      -  $ 43,551
Management fees                    38,889    41,661
Administrative charges            103,288    52,080
Reimbursable operating expenses
   due to third parties           126,109   385,711
                                 --------  --------

          Total                  $268,286  $523,003
                                 ========  ========
</TABLE>


All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow  account prior to remittance to the Trust.  At June 30,
2002, the Trust was owed $15,516 by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Trust  in  July  2002.


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

Notes  payable  at  June  30,  2002  consisted  of  a  7.03% fixed interest rate
installment  note  of  $365,015  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, as discussed below.  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.

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

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

<S>                             <C>    <C>
  For the year ending June 30,   2003  $116,018
                                 2004   124,481
                                 2005   124,516
                                       --------
..                               Total  $365,015
                                       ========
</TABLE>




NOTE  8  -  CONTINGENCIES
-------------------------

The  Investment  Company  Act  of  1940  (the  "Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Trust  has  active  business operations in the financial services industry,
primarily  equipment  leasing,  and  in  the  real  estate  industry through its
interest  in  EFG  Kirkwood.  The  Trust does not intend to engage in investment
activities  in a manner or to an extent that would require the Trust to register
as  an  investment company under the Act. However, it is possible that the Trust
unintentionally  may  have  engaged,  or may engage in an activity or activities
that  may  be  construed  to  fall within the scope of the Act. If the Trust was
determined  to  be  an  investment  company,  its  business  would  be adversely
affected. The Managing Trustee has been engaged in discussions with the staff of
the Securities and Exchange Commission regarding whether or not the Trust may be
an  inadvertent  investment  company  by  virtue  of  its  recent  acquisition
activities.  The staff has informed the Trust that it believes that it may be an
unregistered  investment  company  within  the meaning of the Act.  Although the
Trust,  after  consulting  with  counsel,  does  not  believe  that  it  is  an
unregistered investment company, the Trust has agreed to liquidate its assets in
order  to  resolve  the  matter  with the staff.  Accordingly, as of December 6,
2001,  the  Managing Trustee of the Trust resolved to cause the Trust to dispose
of  its assets prior to December 31, 2003.  Upon consummation of the sale of its
assets, the Trust will be dissolved and the proceeds thereof will be applied and
distributed  in  accordance  with  the  terms  of  the  Trust  Agreement.

NOTE  9  -  OPERATING  SEGMENTS
-------------------------------

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

Segment information for the three and six months ended June 30, 2002 and 2001 is
summarized  below.
<TABLE>
<CAPTION>
                                         Three months ended June 30, Six months ended June 30,
                                            2002           2001         2002        2001
                                                                                 ----------
<S>                                      <C>          <C>             <C>        <C>
Total Income (1):
   Equipment leasing                     $   81,427   $     210,298   $148,898   $  436,219
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $   81,427   $     210,298   $148,898   $  436,219
                                         ===========  ==============  =========  ==========

Operating Expenses and Management Fees:
   Equipment leasing                     $  173,152   $     241,739   $257,987   $  468,874
   Real estate                                5,236           5,178     10,299       10,578
                                         -----------  --------------  ---------  ----------
     Total                               $  178,388   $     246,917   $268,286   $  479,452
                                         ===========  ==============  =========  ==========

Interest Expense:
   Equipment leasing                     $    6,919   $       1,299   $ 14,235   $   11,321
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $    6,919   $       1,299   $ 14,235   $   11,321
                                         ===========  ==============  =========  ==========

Depreciation, Write-down of Equipment
  and Amortization Expense:
   Equipment leasing                     $  498,902   $      26,763   $514,156   $   59,425
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $  498,902   $      26,763   $514,156   $   59,425
                                         ===========  ==============  =========  ==========

 Equity Interests:
   Equipment leasing                     $  137,366   $      42,164   $247,308   $   64,740
   Real estate                             (356,890)       (292,055)   377,464      493,619
                                         -----------  --------------  ---------  ----------
     Total                               $ (219,524)  $    (249,891)  $624,772   $  558,359
                                         ===========  ==============  =========  ==========

 Net Income (Loss):                      $ (822,306)  $    (314,572)  $(23,007)  $  444,380
                                         ===========  ==============  =========  ==========


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


 .                                       As of        As of
 .                                       June 30,     December 31,
 .                                             2002            2001
 Assets:
   Equipment leasing                     $6,370,799   $   6,938,588
   Real estate                            1,878,832       1,501,368
                                         -----------  --------------
     Total                               $8,249,631   $   8,439,956
                                         ===========  ==============
</TABLE>




(1)  Includes  equipment  leasing revenue of $76,531 and $139,841, respectively,
for  the  three  and  six  months  ended June 30, 2002, compared to $175,772 and
$283,773,  respectively,  for  the  same  periods  in  2001.

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

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

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

For  the  three  and six month periods ended June 30, 2002, the Trust recognized
lease  revenue  of  $76,531 and $139,841, respectively, compared to $175,772 and
$283,773,  respectively,  for  the  same periods in 2001.  The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest  income  for  the  three  and six month periods ended June 30, 2002 was
$4,496  and $8,657, respectively, compared to $15,994 and $54,133, respectively,
for  the  same periods in 2001.  Generally interest income is generated from the
temporary  investment  of  rental  receipts  and  equipment  sales  proceeds  in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three  and  six  months  ended  June 30, 2002, the Trust sold fully
depreciated  equipment  to  existing  lessees  and  third  parties.  These sales
resulted  in  a net gain, for financial statement purposes, of $400.  During the
three  and six months 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.

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

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

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

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  six  months  ended  June 30, 2001, the Trust
recognized income of $19,954 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $15,254 and $30,508, respectively, for the three and
six  months  ended  June 30, 2002 compared to $19,279 and $50,314, respectively,
for  the same periods of 2001.  During the three months ended June 30, 2002, the
Trust also recorded a write-down of equipment, representing an impairment to the
carrying  value  of  the Trust's interest in a McDonnell Douglas MD-87 aircraft.
The  resulting  charge  of  $483,648 was based on a comparison of estimated fair
value  and carrying value of the Trust's interest in the aircraft.  The estimate
of  the fair value was based on a current offer to purchase the aircraft and the
assessment  by  the management of the Trusts of prevailing market conditions for
similar  aircraft.  Aircraft  condition,  age,  passenger  capacity,  distance
capability,  fuel  efficiency,  and  other  factors  influence market demand and
market  values  for  passenger  jet aircraft.  The events of September 11, 2001,
along  with  a recession in the United States have continued to adversely affect
the  market  demand  for  both  new  and  used  commercial  aircraft.

For financial reporting purposes, to the extent that an asset is held on primary
lease  term,  the  Trust  depreciates the difference between (i) the cost of the
asset  and  (ii)  the  estimated  residual value of the asset on a straight-line
basis  over  such  term.  For purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To  the  extent  that  an asset is held beyond its primary lease term, the Trust
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Interest  expense was $6,919 and $14,235 for the three and six months ended June
30,  2002,  respectively,  compared to $1,299 and $11,321, respectively, for the
same  periods  of  2001.   The  increase in interest expense in 2002 compared to
2001  resulted from the refinancing of debt in June 2001.  Interest expense will
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  $14,627  and  $28,590,
respectively,  for  the  three  and  six  months ended June 30, 2002 compared to
$19,647  and  $31,083,  respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject  to  certain  limitations.   Management  fees  related  to  the  Trust's
interest  in  MILPI  are  based  on  1%  of  the  cost  of  such  interest.

Operating  expenses  were $158,525 and $229,397, respectively, for the three and
six  month  periods  ended  June  30,  2002,  compared to $222,092 and $437,791,
respectively,  for  the  same  periods  in  2001.  In  2001,  operating expenses
included  approximately  $100,000  for  ongoing  legal matters and 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  Corp.  ("MILPI
Acquisition").  In conjunction with the acquisition of the PLM common stock, EFG
became  entitled  to  recover  certain  out  of  pocket  expenses  which  it had
previously  incurred.  Other  operating  expenses  consist  primarily  of
administrative  charges,  professional  service  costs,  such as audit and legal
fees,  as well as printing, distribution and remarketing expenses. The amount of
future  operating  expenses  cannot  be  predicted with certainty; however, such
expenses  are  usually higher during the acquisition and liquidation phases of a
trust.  Other  fluctuations typically occur in relation to the volume and timing
of  remarketing  activities.

During  the  three and six months ended June 30, 2002, the Trust recorded income
of  $137,366  and  $247,308, respectively, from its ownership interest in MILPI,
compared  to  $42,164  and  $64,740, respectively, for the same periods in 2001.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of accounting.  See below for a discussion of the operating
results  of  MILPI during the respective periods.  The Trust's income from MILPI
results  from  MILPI's  ownership of PLM common stock acquired in February 2001.
PLM  is  an  equipment leasing and asset management company.  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.   Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"), was effective for the Trust as of January 1, 2002 and requires
the discontinuance of goodwill amortization as of January 1, 2002.  SFAS No. 142
also  requires  the  Trust  to  complete a transitional goodwill impairment test
within six months from January 1, 2002, the date of adoption.The Trust completed
the  goodwill impairment analysis during the quarter ended June 30, 2002.  There
was  no impact on the Trust's financial statements as a result of this analysis.

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

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

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

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


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

Management  fees for non-equipment assets were $5,236 and $10,299, respectively,
for the three and six months ended June 30, 2002 compared to $5,178 and $10,578,
respectively,  for  the same periods in 2001.  Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

The  Trust owns 20% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated  trusts,  and  an  affiliated
corporation,  Semele  Group Inc. ("Semele").  AFG ASIT Corporation, the Managing
Trustee  of  the  Trust  and  a subsidiary of Semele, also is the manager of EFG
Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

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

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

For  the  three and six months ended June 30, 2002, the Trust recorded a loss of
$356,890  and  income  of $377,464, respectively, compared to a loss of $292,055
and  income  of  $493,619,  respectively, for the same periods in 2001, from its
ownership interest in EFG Kirkwood.  This income and loss represents the Trust's
share  of the net income (loss) of EFG Kirkwood recorded under the equity method
of  accounting.  Due  to  the  seasonal nature of EFG Kirkwood's operations, the
financial  results  of  the  three months and six months ended June 30, 2002 and
2001  are  not indicative of future periods.  The three months ended March 31 of
each  year  include  the  periods  of peak income activity for the resorts.  See
below  for  a  discussion  of  the  operating  results  of  the  resorts.


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

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

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

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

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

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

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

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



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

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

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

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

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

Asset  lives  and depreciation method: The Trust's primary business involves the
--------------------------------------
purchase and subsequent lease of long-lived equipment.  The Trust's depreciation
policy  is  intended  to  allocate  the cost of equipment over the period during
which it produces economic benefit.  The principal period of economic benefit is
considered  to  correspond  to  each asset's primary lease term, which generally
represents  the  period  of  greatest  revenue  potential  for  each  asset.
Accordingly,  to  the  extent  that  an asset is held on primary lease term, the
Trust  depreciates the difference between (i) the cost of the asset and (ii) the
estimated  residual  value of the asset on a straight-line basis over such term.
For  purposes  of  this policy, estimated residual values represent estimates of
equipment  values  at  the  date of the primary lease expiration.  To the extent
that  an  asset  is  held  beyond its primary lease term, the Trust continues to
depreciate  the  remaining  net book value of the asset on a straight-line basis
over  the  asset's  remaining  economic  life.

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

Contingencies  and  litigation:  The  Trust  is  subject  to  legal  proceedings
-------------------------------
involving ordinary and routine claims related to its business when quantifiable,
-------
estimates  for  losses  from litigation are made after consultation with outside
counsel.  If  estimates  of  potential  losses increase or the related facts and
circumstances  change in the future, the Trust may be required to adjust amounts
recorded  in  its  financial  statements.

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

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

Segment information for the three and six months ended June 30, 2002 and 2001 is
summarized  below.
<TABLE>
<CAPTION>
                                         Three months ended June 30,  Six months ended June 30,

                                            2002           2001         2002        2001
                                                                                 ----------
<S>                                      <C>          <C>             <C>        <C>
Total Income (1):
   Equipment leasing                     $   81,427   $     210,298   $148,898   $  436,219
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $   81,427   $     210,298   $148,898   $  436,219
                                         ===========  ==============  =========  ==========

Operating Expenses and Management Fees:
   Equipment leasing                     $  173,152   $     241,739   $257,987   $  468,874
   Real estate                                5,236           5,178     10,299       10,578
                                         -----------  --------------  ---------  ----------
     Total                               $  178,388   $     246,917   $268,286   $  479,452
                                         ===========  ==============  =========  ==========

Interest Expense:
   Equipment leasing                     $    6,919   $       1,299   $ 14,235   $   11,321
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $    6,919   $       1,299   $ 14,235   $   11,321
                                         ===========  ==============  =========  ==========

Depreciation, Write-down of Equipment
  and Amortization Expense:
   Equipment leasing                     $  498,902   $      26,763   $514,156   $   59,425
   Real estate                                    -               -          -            -
                                         -----------  --------------  ---------  ----------
     Total                               $  498,902   $      26,763   $514,156   $   59,425
                                         ===========  ==============  =========  ==========

 Equity Interests:
   Equipment leasing                     $  137,366   $      42,164   $247,308   $   64,740
   Real estate                             (356,890)       (292,055)   377,464      493,619
                                         -----------  --------------  ---------  ----------
     Total                               $ (219,524)  $    (249,891)  $624,772   $  558,359
                                         ===========  ==============  =========  ==========

 Net Income (Loss):                      $ (822,306)  $    (314,572)  $(23,007)  $  444,380
                                         ===========  ==============  =========  ==========


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


 .                                       As of        As of
 .                                       June 30,     December 31,
 .                                             2002            2001
 Assets:
   Equipment leasing                     $6,370,799   $   6,938,588
   Real estate                            1,878,832       1,501,368
                                         -----------  --------------
     Total                               $8,249,631   $   8,439,956
                                         ===========  ==============
</TABLE>




(1)  Includes  equipment  leasing revenue of $76,531 and $139,841, respectively,
for  the  three  and  six  months  ended June 30, 2002, compared to $175,772 and
$283,773,  respectively,  for  the  same  periods  in  2001.

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

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

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

For  the  three  and six month periods ended June 30, 2002, the Trust recognized
lease  revenue  of  $76,531 and $139,841, respectively, compared to $175,772 and
$283,773,  respectively,  for  the  same periods in 2001.  The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest  income  for  the  three  and six month periods ended June 30, 2002 was
$4,496  and $8,657, respectively, compared to $15,994 and $54,133, respectively,
for  the  same periods in 2001.  Generally interest income is generated from the
temporary  investment  of  rental  receipts  and  equipment  sales  proceeds  in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three  and  six  months  ended  June 30, 2002, the Trust sold fully
depreciated  equipment  to  existing  lessees  and  third  parties.  These sales
resulted  in  a net gain, for financial statement purposes, of $400.  During the
three  and six months 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.

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

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

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

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  six  months  ended  June 30, 2001, the Trust
recognized income of $19,954 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $15,254 and $30,508, respectively, for the three and
six  months  ended  June 30, 2002 compared to $19,279 and $50,314, respectively,
for  the same periods of 2001.  During the three months ended June 30, 2002, the
Trust also recorded a write-down of equipment, representing an impairment to the
carrying  value  of  the Trust's interest in a McDonnell Douglas MD-87 aircraft.
The  resulting  charge  of  $483,648 was based on a comparison of estimated fair
value  and carrying value of the Trust's interest in the aircraft.  The estimate
of  the fair value was based on a current offer to purchase the aircraft and the
assessment  by  the management of the Trusts of prevailing market conditions for
similar  aircraft.  Aircraft  condition,  age,  passenger  capacity,  distance
capability,  fuel  efficiency,  and  other  factors  influence market demand and
market  values  for  passenger  jet aircraft.  The events of September 11, 2001,
along  with  a recession in the United States have continued to adversely affect
the  market  demand  for  both  new  and  used  commercial  aircraft.

For financial reporting purposes, to the extent that an asset is held on primary
lease  term,  the  Trust  depreciates the difference between (i) the cost of the
asset  and  (ii)  the  estimated  residual value of the asset on a straight-line
basis  over  such  term.  For purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To  the  extent  that  an asset is held beyond its primary lease term, the Trust
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.

Interest  expense was $6,919 and $14,235 for the three and six months ended June
30,  2002,  respectively,  compared to $1,299 and $11,321, respectively, for the
same  periods  of  2001.   The  increase in interest expense in 2002 compared to
2001  resulted from the refinancing of debt in June 2001.  Interest expense will
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  $14,627  and  $28,590,
respectively,  for  the  three  and  six  months ended June 30, 2002 compared to
$19,647  and  $31,083,  respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject  to  certain  limitations.   Management  fees  related  to  the  Trust's
interest  in  MILPI  are  based  on  1%  of  the  cost  of  such  interest.

Operating  expenses  were $158,525 and $229,397, respectively, for the three and
six  month  periods  ended  June  30,  2002,  compared to $222,092 and $437,791,
respectively,  for  the  same  periods  in  2001.  In  2001,  operating expenses
included  approximately  $100,000  for  ongoing  legal matters and 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  Corp.  ("MILPI
Acquisition").  In conjunction with the acquisition of the PLM common stock, EFG
became  entitled  to  recover  certain  out  of  pocket  expenses  which  it had
previously  incurred.  Other  operating  expenses  consist  primarily  of
administrative  charges,  professional  service  costs,  such as audit and legal
fees,  as well as printing, distribution and remarketing expenses. The amount of
future  operating  expenses  cannot  be  predicted with certainty; however, such
expenses  are  usually higher during the acquisition and liquidation phases of a
trust.  Other  fluctuations typically occur in relation to the volume and timing
of  remarketing  activities.

During  the  three and six months ended June 30, 2002, the Trust recorded income
of  $137,366  and  $247,308, respectively, from its ownership interest in MILPI,
compared  to  $42,164  and  $64,740, respectively, for the same periods in 2001.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of accounting.  See below for a discussion of the operating
results  of  MILPI during the respective periods.  The Trust's income from MILPI
results  from  MILPI's  ownership of PLM common stock acquired in February 2001.
PLM  is  an  equipment leasing and asset management company.  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.   Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"), was effective for the Trust as of January 1, 2002 and requires
the discontinuance of goodwill amortization as of January 1, 2002.  SFAS No. 142
also  requires  the  Trust  to  complete a transitional goodwill impairment test
within six months from January 1, 2002, the date of adoption.The Trust completed
the  goodwill impairment analysis during the quarter ended June 30, 2002.  There
was  no impact on the Trust's financial statements as a result of this analysis.

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

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

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

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


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

Management  fees for non-equipment assets were $5,236 and $10,299, respectively,
for the three and six months ended June 30, 2002 compared to $5,178 and $10,578,
respectively,  for  the same periods in 2001.  Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

The  Trust owns 20% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated  trusts,  and  an  affiliated
corporation,  Semele  Group Inc. ("Semele").  AFG ASIT Corporation, the Managing
Trustee  of  the  Trust  and  a subsidiary of Semele, also is the manager of EFG
Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

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

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

For  the  three and six months ended June 30, 2002, the Trust recorded a loss of
$356,890  and  income  of $377,464, respectively, compared to a loss of $292,055
and  income  of  $493,619,  respectively, for the same periods in 2001, from its
ownership interest in EFG Kirkwood.  This income and loss represents the Trust's
share  of the net income (loss) of EFG Kirkwood recorded under the equity method
of  accounting.  Due  to  the  seasonal nature of EFG Kirkwood's operations, the
financial  results  of  the  three months and six months ended June 30, 2002 and
2001  are  not indicative of future periods.  The three months ended March 31 of
each  year  include  the  periods  of peak income activity for the resorts.  See
below  for  a  discussion  of  the  operating  results  of  the  resorts.


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

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

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

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

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

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

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

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


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 $246,392
and  $175,550  for  the  six  months ended June 30, 2002 and 2001, respectively.
Future  renewal, re-lease and equipment sale activities will continue to cause a
decline  in  the  Trust's  lease  revenue and corresponding sources of operating
cash.  Expenses associated with rental activities, such as management fees, also
will  decline  as  the  Trust  remarkets  its  equipment.  The  amount of future
interest  income is expected to fluctuate as a result of changing interest rates
and  the  level  of  cash  available  for  investment,  among  other  factors.

The  events  of September 11, 2001, along with a recession in the United States,
have  continued  to  adversely  affect  the  market demand for both new and used
commercial aircraft and weakened the financial position of several airlines.  No
direct damage occurred to any of the Trust's assets as a result of these events.
Management  of  the  Trust expects that the resulting decline in air travel will
suppress market prices for used aircraft in the short-term and could inhibit the
viability  of  some  airlines.  In  the  event of a lease default by an aircraft
lessee,  the  Trust  could  experience  material  losses.  At June 30, 2002, the
Trusts  have  collected substantially all rents owed from aircraft lessees.  The
Trust  is  monitoring  developments in the airline industry and will continue to
evaluate  potential  implications  to  the Trust's financial position and future
liquidity.

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

At  June  30, 2002, the Trust was due aggregate future minimum lease payments of
$408,290  from  contractual lease agreements, a portion of which will be used to
amortize  the  principal  balance of notes payable of $365,015.  Additional cash
inflows  will  be  realized  from  future  remarketing activities, such as lease
renewals and equipment sales, the timing and extent of which cannot be predicted
with  certainty.  This  is  because  the timing and extent of equipment sales is
often  dependent  upon  the  needs  and interests of the existing lessees.  Some
lessees  may  choose  to  renew their lease contracts, while others may elect to
return the equipment.  In the latter instances, the equipment could be re-leased
to  another lessee or sold to a third party.  Accordingly, the cash flows of the
Trust  will  become  less  predictable  as  the  Trust  remarkets its equipment.

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

In  December  2000,  the Trust and three affiliated trusts (the "Trusts") formed
MILPI,  which formed MILPI Acquisition, a wholly owned subsidiary of MILPI.  The
Trusts  collectively  paid  $1.2  million for their membership interest in MILPI
($240,000 for the Trust) and MILPI purchased the shares of MILPI Acquisition for
an  aggregate  purchase  price  of  $1.2  million  at  December 31, 2000.  MILPI
Acquisition  entered  into a definitive agreement (the "Agreement") with PLM, an
equipment  leasing and asset management company, for the purpose of acquiring up
to  100%  of  the  outstanding  common stock of PLM, for an approximate purchase
price  of up to $27 million. In connection with the acquisition, on December 29,
2000,  MILPI  Acquisition  commenced  a  tender offer to purchase any and all of
PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The Trust had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  Under the terms of the Agreement,
with  the  approval  of  the holders of 50.1% of the outstanding common stock of
PLM,  MILPI  Acquisition  would  merge  into  PLM,  with PLM being the surviving
entity. The merger was completed when MILPI obtained approval of the merger from
PLM's  shareholders  pursuant  to a special shareholders' meeting on February 6,
2002.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other Trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

Effective  February  2002,  the  Trust has a 16.67% membership interest in MILPI
having an original cost of $4,437,644. The cost of the Trust's interest in MILPI
reflects MILPI's cost of acquiring the common stock of PLM, including the amount
paid  for  the  shares  tendered of $4,355,145, capitalized transaction costs of
$38,948  and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele of
$43,551.  The  Trust  capitalized  these  transaction costs, of which $9,111 was
amortized during the six months ended June 30, 2001.  SFAS No. 142 was effective
for  the Trust as of January 1, 2002 and requires the discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002,  the  date  of  adoption.  The Trust completed the goodwill impairment
analysis  during  the  quarter  ended June 30, 2002.  There was no impact on the
Trust's  financial  statements  as  a  result  of  this  analysis.

On  March  12,  2002,  PLM  declared  and  paid  a  cash  dividend  to  MILPI of
approximately  $2.7  million.  MILPI  then  declared and paid a cash dividend of
approximately  $2.7  million,  of  which  the  Trust's  share  was  $444,311.

During  the six months ended June 30, 2002 and 2001, the Trust realized net cash
proceeds  from  equipment  disposals  of $400 and $137,520, 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  has  an ownership interest in EFG Kirkwood.  EFG Kirkwood is a joint
venture  among the Trust, certain affiliated Trusts and Semele and is managed by
AFG  ASIT  Corporation. EFG Kirkwood is a member in two joint ventures, Mountain
Resort  and  Mountain  Springs.

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

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

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

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

The  Trust  obtained  long-term  financing  in connection with certain equipment
leases.  The  origination  of  such  indebtedness  and  subsequent repayments of
principal are reported as components of financing activities on the accompanying
Statements  of  Cash  Flow.  At March 31, 2002 the Trust had one debt obligation
outstanding  pertaining  to  its  ownership  interest  in  an aircraft leased to
Aerovias  de  Mexico,  S.A.  de  C.V.  The  note is recourse only to the Trust's
interest  in  the  aircraft  and  to  the minimum rental payments to be received
during  the debt amortization period.  The Trust makes monthly debt and interest
payments  and  the debt will be fully amortized at the expiration of the related
lease  term  in  June  2005.

In  July  1997,  the  Trust  issued  1,000,961  Class  B  Interests at $5.00 per
interest.  Class  A  Beneficiaries purchased 3,588 Class B Interests, generating
$17,940  of  such  aggregate  capital  contributions,  and  EFG,  as  Special
Beneficiary, purchased 997,373 Class B Interests.  Subsequently, EFG transferred
its  Class  B  Interests to a special-purpose company, Equis II Corporation. EFG
also  transferred its ownership of AFG ASIT Corporation, the Managing Trustee of
the  Trust,  to  Equis  II  Corporation.  In  December 1999, an affiliate of the
Trust,  Semele,  purchased  85%  of  the  common  stock of Equis II Corporation,
subject  to certain voting restrictions with respect to the Class B Interests of
the  Trust  owned  by  Equis  II  Corporation.  In May 2000, Semele acquired the
remaining 15% of the common stock of Equis II Corporation and, in November 2000,
the  voting  restrictions with respect to the Class B Interests were terminated.
As  a  result,  Semele  has  voting  control over the Trust. The former majority
stockholders of Equis II Corporation, Gary D. Engle and James A. Coyne, are both
members  of  the  Board  of Directors of, and collectively own a majority of the
stock in, Semele. Mr. Engle is Semele's Chairman and Chief Executive Officer and
Mr.  Coyne  is  Semele's  President  and  Chief  Operating  Officer.

The  proceeds  from the Class B offering were intended to be used principally to
repurchase  a  portion of the Trust's Class A Beneficiary Interests and to pay a
one-time  special  cash distribution of $979,449 ($1.47 per Class A Interest) to
the  Trust's  Class  A  Beneficiaries.  That distribution was paid on August 15,
1997.  The  remainder of the offering proceeds was classified as restricted cash
pending  its  use  for  the repurchase of Class A Interests or its return to the
Class  B  Interest  holders.  On August 7, 1997, the Trust commenced an offer to
purchase  up  to  45%  of  the  outstanding Class A Beneficiary Interests of the
Trust. On October 10, 1997, the Trust used $785,295 of the net proceeds realized
from  the  issuance  of  the Class B Interests to purchase 82,837 of the Class A
Interests  tendered  as  a  result  of the offer. On December 1, 1997, the Trust
purchased 640 additional Class A Interests at a cost of $6,080. On July 6, 1998,
the  Trust  used  $1,500,539  of  the Class B offering proceeds to pay a capital
distribution  to the Class B Beneficiaries. In July 1999, in connection with the
settlement  of  the Class Action Lawsuit described in Note 8 to the accompanying
financial  statements,  the  Trust distributed $500,709, including legal fees of
$26,913  paid  to Plaintiffs' counsel, as a special cash distribution ($0.81 per
unit,  net  of  legal  fees). In addition, Equis II Corporation agreed to commit
$1,126,595  of  the  Class B Capital Contributions (the remaining balance of the
restricted  cash)  to  the  Trust  for  the  Trust's  investment  purposes.

After  the  amendment  of  the  Trust  Agreement  in  1998, the Managing Trustee
evaluated  and  pursued a number of potential new acquisitions, several of which
the  Managing  Trustee  concluded  had market returns that it believed were less
than  adequate  given  the  potential  risks.  Most  transactions  involved  the
equipment  leasing,  business  finance  and  real estate development industries.
Although,  at  the  time,  the Managing Trustee intended to continue to evaluate
additional  new investments, it anticipated that the Trust would be able to fund
these  new  investments with cash on hand or other sources, such as the proceeds
from future asset sales or refinancings and new indebtedness.   As a result, the
Trust  declared a special cash distribution during the fourth quarter of 1999 to
the Trust Beneficiaries totaling $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.  Currently  the  Managing  Trustee  has  not  reinstated  cash
distributions.  The  Managing  Trustee  expects  that the Trust will retain cash
from  operations  and  future  sales  and  refinancings to fully retire its debt
obligation  and  for  the  continued  maintenance  of  the  Trust's  assets.

No  cash  distributions  have  been  declared  since  the  special  distribution
described  above.  In  any given year, it is possible that Beneficiaries will be
allocated taxable income in excess of distributed cash. This discrepancy between
tax  obligations  and  cash distributions may or may not continue in the future,
and  cash  may  or  may  not  be available for distribution to the Beneficiaries
adequate  to  cover  any  tax  obligation.  The  Trust  Agreement  requires that
sufficient  distributions  be  made to enable the Beneficiaries to pay any state
and  federal  income  taxes  arising  from any sale or refinancing transactions,
subject  to  certain  limitations.

Cash  distributions  when  paid  to the Participants generally consist of both a
return  of  and a return on capital. Cash distributions do not represent and are
not  indicative  of  yield  on  investment. Actual yield on investment cannot be
determined  with  any  certainty  until  conclusion  of  the  Trust  and will be
dependent  upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, the residual value realized for each asset at its
disposal  date,  and the performance of the Trust's non-equipment assets. Future
market  conditions,  technological  changes,  the  ability  of EFG to manage and
remarket  the  equipment, and many other events and circumstances, could enhance
or  detract from individual yields and the collective performance of the Trust's
equipment  portfolio.  The ability of the Managing Trustee and its affiliates to
develop  and  profitably manage its non-equipment assets and the return from its
interest  in  MILPI  will  impact  the  Trust's  overall  performance.

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

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

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

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

The Trust has one note payable outstanding at June 30, 2002, which bears a fixed
interest  rate  of 7.03%.  The fair market value of fixed interest rate debt may
be  adversely  impacted  due  to  a  decrease  in  interest rates. The effect of
interest  rate  fluctuations on the Trust for the six months ended June 30, 2002
was  not  material.


<PAGE>

                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                           PART II.  OTHER INFORMATION




     Item  1.     Legal  Proceedings
          Response:  None

     Item  2.     Changes  in  Securities
          Response:  None

     Item  3.     Defaults  upon  Senior  Securities
          Response:  None

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

     Item  5.     Other  Information
          Response:  None

     Item  6(a).     Exhibits
     .     Response:

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

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

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








<PAGE>
                                 SIGNATURE PAGE



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


                             AFG Investment Trust B


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


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


     Date:     August  19,  2002
               -----------------