<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 
                                  FORM 10-Q
 
(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 1997
                               ----------------------------------------------
                                       
                                      OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 
For the transition period from                      to 
                               --------------------    ----------------------
                               --------------------

 
For Quarter Ended September 30, 1997               Commission File No. 0-25648
 
                              AFG Investment Trust D
-----------------------------------------------------------------------------
                 (Exact name of registrant as specified in its charter)
 
Delaware                                                  04-3157232)
----------------------------------                      ---------------------
(State or other jurisdiction of                         (IRS Employer  
 incorporation or organization)                          Identification No.)  
                                                                       
88 Broad Street, Boston, MA                                02110 
----------------------------------                      ---------------------
(Address of principal executive offices)                 (Zip Code)        

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

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

 
               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
    Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13, or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court 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     No
   ----   ----
<PAGE>

                             AFG Investment Trust D
 
                                   FORM 10-Q
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                    Page
                                                                                   -------
<S>                                                                                 <C>

PART I. FINANCIAL INFORMATION:

  Item 1. Financial Statements

    Statement of Financial Position
      at September 30, 1997 and December 31, 1996..............................        3

    Statement of Operations
      for the three and nine months ended September 30, 1997 and 1996..........        4

    Statement of Cash Flows 
      for the nine months ended September 30, 1997 and 1996....................        5

    Notes to the Financial Statements..........................................     6-10

  Item 2. Management's Discussion and Analysis of   
          Financial Condition and Results of Operations........................    11-16

PART II. OTHER INFORMATION:

  Items 1-6....................................................................       17

</TABLE>
 
                                       2

<PAGE>

                              AFG Investment Trust D
 
                          STATEMENT OF FINANCIAL POSITION
                      September 30, 1997 and December 31, 1996

                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                                                     September 30,  December 31,
                                                                                         1997           1996
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
ASSETS
Cash and cash equivalents..........................................................  $   8,092,310  $   6,640,347
Restricted cash....................................................................     12,477,493             --
Rents receivable...................................................................      1,779,291      3,347,306
Accounts receivable--affiliate.....................................................        431,079      3,845,655
Equipment at cost, net of accumulated depreciation of $36,191,725 and $29,093,445
  at September 30, 1997 and December 31, 1996......................................     75,995,172     61,357,491
Organization costs, net of accumulated amortization of $4,000 and $3,250 at
  September 30, 1997 and December 31, 1996.........................................          1,000          1,750
                                                                                     -------------  -------------
    Total assets...................................................................  $  98,776,345  $  75,192,549
                                                                                     -------------  -------------
                                                                                     -------------  -------------
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable......................................................................  $  45,991,598  $  32,827,977
Accrued interest...................................................................        313,409        727,187
Accrued liabilities................................................................         23,725         23,250
Accrued liabilities--affiliate.....................................................        174,350        214,247
Deferred rental income.............................................................         50,888        200,836
Cash distributions payable to participants.........................................        480,438        314,216
                                                                                     -------------  -------------
    Total liabilities..............................................................     47,034,408     34,307,713
                                                                                     -------------  -------------
Participants' capital (deficit):
  Managing Trustee.................................................................       (101,470)       (62,865)
  Special Beneficiary..............................................................       (843,497)      (525,884)
  Class A Beneficiary Interests (2,089,030 Interests; initial purchase price 
    of $25 each)...................................................................     37,554,700     41,473,585
  Class B Beneficiary Interests (3,142,083 Interests; initial purchase price
    of $5 each)....................................................................     15,132,204             --
                                                                                     -------------  -------------
    Total participants' capital....................................................     51,741,937     40,884,836
                                                                                     -------------  -------------
    Total liabilities and participants' capital....................................  $  98,776,345  $  75,192,549
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
                     The accompanying notes are an integral part
                           of these financial statements.
 
                                       3

<PAGE>

                             AFG Investment Trust D
 
                             STATEMENT OF OPERATIONS
       for the three and nine months ended September 30, 1997 and 1996
                                 
                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                                Three Months                 Nine Months
                                                            Ended September 30,          Ended September 30,
                                                         --------------------------  ----------------------------
<S>                                                      <C>           <C>           <C>            <C>
                                                             1997          1996          1997           1996
                                                         ------------  ------------  -------------  -------------
Income:
  Lease revenue........................................  $  4,821,059  $  5,508,081  $  14,411,576  $  16,637,773
  Interest income......................................       254,187        53,701        500,325        100,550
  Loss on sale of equipment............................      (860,449)           --       (951,347)       (92,007)
                                                         ------------  ------------  -------------  -------------
    Total income.......................................     4,214,797     5,561,782     13,960,554     16,646,316
                                                         ------------  ------------  -------------  -------------
Expenses:
  Depreciation and amortization........................     3,124,338     3,522,837      9,336,856     10,604,049
  Interest expense.....................................       547,250       864,785      1,854,193      2,628,115
  Equipment management fees--affiliate.................       224,727       242,532        660,444        733,004
  Operating expenses--affiliate........................       232,331       182,792        460,518        443,035
                                                         ------------  ------------  -------------  -------------
    Total expenses.....................................     4,128,646     4,812,946     12,312,011     14,408,203
                                                         ------------  ------------  -------------  -------------
Net income.............................................  $     86,151  $    748,836  $   1,648,543  $   2,238,113
                                                         ------------  ------------  -------------  -------------
                                                         ------------  ------------  -------------  -------------
Net income
  per Class A Beneficiary Interest.....................  $         --  $       0.33  $        0.68  $        0.97
                                                         ------------  ------------  -------------  -------------
                                                         ------------  ------------  -------------  -------------
  per Class B Beneficiary interest.....................  $         --  $         --  $          --  $          --
                                                         ------------  ------------  -------------  -------------
                                                         ------------  ------------  -------------  -------------
Cash distributions declared
  per Class A Beneficiary Interest.....................  $       1.73  $       0.35  $        2.55  $        0.98
                                                         ------------  ------------  -------------  -------------
                                                         ------------  ------------  -------------  -------------
  per Class B Beneficiary Interest.....................  $       0.13  $         --  $        0.13  $          --
                                                         ------------  ------------  -------------  -------------
                                                         ------------  ------------  -------------  -------------
</TABLE>
 
                  The accompanying notes are an integral part
                       of these financial statements.
 
                                       4

<PAGE>

                              AFG Investment Trust D
 
                              STATEMENT OF CASH FLOWS 
                 for the nine months ended September 30, 1997 and 1996

                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                                                          1997             1996
                                                                                      -------------    -------------
<S>                                                                                   <C>              <C>
Cash flows from (used in) operating activities:
Net income..........................................................................  $   1,648,543    $   2,238,113

Adjustments to reconcile net income to net cash from operating activities:
  Depreciation and amortization.....................................................      9,336,856       10,604,049
  Loss on sale of equipment.........................................................        951,347           92,007

Changes in assets and liabilities
  Decrease (increase) in:
    rents receivable................................................................      1,568,015        1,006,461
    accounts receivable--affiliate..................................................      3,414,576         (555,726)
  Increase (decrease) in:
    accrued interest................................................................       (399,779)        (141,013)
    accrued liabilities.............................................................            475          (25,101)
    accrued liabilities--affiliate..................................................        (39,897)          17,348
    deferred rental income..........................................................       (149,948)        (147,500)
        Net cash from operating activities..........................................     16,330,188       13,088,638
                                                                                      -------------    -------------
Cash flows from (used in) investing activities:
  Purchase of equipment.............................................................    (30,166,351)      (1,243,539)
  Proceeds from equipment sales.....................................................      2,602,580          268,503
                                                                                      -------------    -------------
        Net cash used in investing activities.......................................    (27,563,771)        (975,036)
                                                                                      -------------    -------------
Cash flows from (used in) financing activities:
  Proceeds from capital contributions...............................................     15,710,415               --
  Payment of offering costs.........................................................       (157,104)              --
  Proceeds from notes payable.......................................................     25,042,248        7,882,204
  Principal payments--notes payable.................................................     (9,253,988)     (11,738,172)
  Distributions paid................................................................     (6,178,531)      (2,175,350)
                                                                                      -------------    -------------
        Net cash from (used in) financing activities................................     25,163,040       (6,031,118)
                                                                                      -------------    -------------
Net increase in cash and cash equivalents and restricted cash.......................     13,929,457        6,082,484
Cash and cash equivalents at beginning of period....................................      6,640,347          669,998
                                                                                      -------------    -------------
Cash and cash equivalents and restricted cash at end of period......................  $  20,569,804    $   6,752,482
                                                                                      -------------    -------------
                                                                                      -------------    -------------
Supplemental disclosure of cash flow information: 
  Cash paid during the period for interest..........................................  $   2,253,973     $   2,769,128
                                                                                      -------------     -------------
                                                                                      -------------     -------------
</TABLE>

Supplemental disclosure of non-cash investing and financing activities: 
  During 1997, the Trust sold equipment to a third party which assumed related
  debt and interest of $2,624,639 and $13,998, respectively.

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

                                       5     
 
<PAGE>


                            AFG Investment Trust D
                        Notes to the Financial Statements
 
                               September 30, 1997

                                  (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 1996 Annual Report. Except as 
disclosed herein, there has been no material change to the information 
presented in the footnotes to the 1996 Annual Report.
 
    In the opinion of management, all adjustments (consisting of normal and 
recurring adjustments) considered necessary to present fairly the financial 
position at September 30, 1997 and December 31, 1996 and results of 
operations for the three and nine month periods ended September 30, 1997 and 
1996 have been made and are reflected.
 
NOTE 2--CASH
 
    At September 30, 1997, the Trust had $20,460,000 invested in reverse 
repurchase secured by U.S. Treasury Bills or interests in U. S. Government 
securities. Approximately $7,000,000 of the Trust's cash is expected to be 
used to acquire reinvestment equipment during the remainder of 1997 and 
during 1998.
 
NOTE 3--REVENUE RECOGNITION
 
    Rents are payable to the Trust monthly, quarterly or semi-annually and no 
significant amounts are calculated on factors other than the passage of time. 
Rents from Reno Air, Inc. ("Reno Air"), as provided for in the lease 
agreement, are adjusted monthly for changes in the London Inter-Bank Offered 
Rate ("LIBOR"). Future rents from Reno Air, included below, reflect the most 
recent LIBOR effected rental payment. The leases are accounted for as 
operating leases and are noncancellable. Rents received prior to their due 
dates are deferred. Future minimum rents of $38,064,686 are due as follows:
 
<TABLE>
<S>                                                                <C>
     For the year ending September 30, 1998..................   $17,899,835
                                       1999..................     9,480,651
                                       2000..................     5,680,617
                                       2001..................     2,629,531
                                       2002..................     2,334,182
                                 Thereafter..................        39,870
                                                                -----------
                                      Total                     $38,064,686
                                                                -----------
                                                                -----------

</TABLE>

    During August 1997, the Trust acquired a 49.4% proportionate ownership 
interest in a Boeing 767-300 ER aircraft leased by Scandinavian Airlines 
System (the "SAS Aircraft")--See Note 4 herein. The Trust will receive 
approximately $4,034,000 of rental revenue during the year ending September 
30, 1998 and approximately $1,008,000 in the year ending September 30, 1999. 
Scandinavian Airlines System has two one year renewal options in place which 
will commence following the expiration of the primary lease term on December 
29, 1998. If the options are exercised, the renewal rental payments will be 
the lesser of 90% of the primary lease term rents or the then current fair 
market value rents for such equipment.

                                       6

<PAGE>


                              AFG Investment Trust D
                         Notes to the Financial Statements

                                   (Continued)
 
 
NOTE 4--EQUIPMENT
 
    The following is a summary of equipment owned by the Trust at September 30,
1997. In the opinion of Equis Financial Group Limited Partnership ("EFG"), the
acquisition cost of the equipment did not exceed its fair market value.
 
<TABLE>
<CAPTION>
                                                                                      Remaining
                                                                                      Lease Term           Equipment
Equipment  Type                                                                        (Months)             at Cost
------------------                                                                   -------------       -------------
<S>                                                                                  <C>                 <C>
Aircraft...........................................................................           3-63       $  52,946,296
Vessels............................................................................             60          13,875,360
Railroad...........................................................................             33          10,684,643
Construction & mining..............................................................           6-57           6,205,962
Materials handling.................................................................           3-54           6,124,032
Computers & peripherals............................................................           0-30           6,045,859
Retail store fixtures..............................................................           3-27           4,926,665
Manufacturing......................................................................           8-15           3,849,128
Miscellaneous......................................................................           3-38           3,564,568
Communications.....................................................................            3-5           1,834,800
Tractors & heavy duty trucks.......................................................           0-18             901,053
Research & test....................................................................           0-30             664,901
Furniture & fixtures...............................................................            3-5             271,945
Trailers/intermodal containers.....................................................              9             187,474
Photocopying.......................................................................            0-6              65,711
Motor vehicles.....................................................................             15              38,500
                                                                                                         -------------
                                                                              Total equipment cost         112,186,897

                                                                          Accumulated depreciation         (36,191,725)
                                                                                                         -------------
                                                        Equipment, net of accumulated depreciation       $  75,995,172
                                                                                                         -------------
                                                                                                         -------------
</TABLE>
 
    In August 1997 the Trust acquired proportionate interest in the SAS 
Aircraft, pursuant to the reinvestment provisions of the Trust Agreement, at 
a cost of $30,166,351. To acquire the interest in the SAS Aircraft, the Trust 
obtained leveraging of $25,042,248 from a third-party lender and utilized 
cash of $5,124,103.
 
    At September 30, 1997, the Trust's equipment portfolio included equipment 
having a proportionate original cost of $45,527,100, representing 
approximately 41% of total equipment cost.
 
    At September 30, 1997, the cost and net book value of equipment held for 
sale or re-lease was approximately $574,000 and $243,000, respectively. The 
Managing Trustee is actively seeking the sale or re-lease of all equipment 
not on lease. In addition, the summary above also includes equipment being 
leased on a month-to-month basis.

                                       7

<PAGE>

                             AFG Investment Trust D
                        Notes to the Financial Statements

                                   (Continued)
 
 
NOTE 5--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 nine month periods ended September 
30, 1997 and 1996, which were paid or accrued by the Trust to EFG or its 
Affiliates, are as follows:
 
<TABLE>
<CAPTION>
                                                                                            1997               1996
                                                                                        ------------       ------------
<S>                                                                                     <C>                <C>
Reimbursement of offering costs.......................................................  $    157,104            $    --
Equipment acquisition fees............................................................       869,818             36,120
Equipment management fees.............................................................       660,444            733,004
Administrative charges................................................................        56,373             15,750
Reimbursable operating expenses due to third parties..................................       404,145            427,285
                                                                                        ------------       ------------
     Total............................................................................  $  1,990,780       $  1,212,159
                                                                                        ------------       ------------
                                                                                        ------------       ------------
</TABLE>
 
    All rents and the proceeds from the sale of equipment are paid directly 
to either EFG or to a lender. EFG temporarily deposits collected funds in a 
separate interest-bearing escrow account prior to remittance to the Trust. At 
September 30, 1997, the Trust was owed $431,079 by EFG for such funds and the 
interest thereon. These funds were remitted to the Trust in October 1997.
 
NOTE 6--NOTES PAYABLE
 
    Notes payable at September 30, 1997 consisted of installment notes of 
$45,991,598 payable to banks and institutional lenders. The notes bear 
interest rates ranging between 5.1% and 13.75%, except for one note which 
bears a fluctuating interest rate based on LIBOR (5.66% at September 30, 
1997) plus a margin. All of the installment notes are non-recourse, and are 
collateralized by the equipment and assignment of the related lease payments. 
Generally, the installment notes will be fully amortized by noncancellable 
rents. However, the Trust has balloon payment obligations at the expiration 
of the primary lease terms related to the Reno Aircraft, certain rail 
equipment and the SAS Aircraft of $282,421, $1,476,981 and $22,162,280, 
respectively. The carrying value of notes payable approximates fair value at 
September 30, 1997.
 
The annual maturities of the notes payable are as follows:
 
<TABLE>
<S>                                                            <C>
     For the year ending September 30, 1998.............        $10,005,245
                                       1999.............         27,342,104
                                       2000.............          4,635,673
                                       2001.............          2,005,594
                                       2002.............          1,709,289
                                 Thereafter.............            293,693
                                                               ------------
                                      Total.............        $45,991,598
                                                               ------------
                                                               ------------
</TABLE>
 
                                       8

<PAGE>

                                AFG Investment Trust D
                           Notes to the Financial Statements

                                    (Continued)
 

NOTE 7--PROFIT AND LOSS ALLOCATION AND DISTRIBUTION OF DISTRIBUTABLE CASH
 
    Effective for the third quarter of 1997, the allocation of net income or 
loss, for financial statement purposes, and distributions of distributable 
cash are made to each Beneficiary in accordance with the Trust Agreement, as 
Amended (see Note 9).
 
NOTE 8--LEGAL PROCEEDINGS
 
    On July 27, 1995, EFG, on behalf of the Trust and other EFG-sponsored 
investment programs, filed an action in the Commonwealth of Massachusetts 
Superior Court Department of the Trial Court in and for the County of 
Suffolk, for damages and declaratory relief against a lessee of the Trust, 
National Steel Corporation ("National Steel"), under a certain Master Lease 
Agreement ("MLA") for the lease of certain equipment. EFG is seeking the 
reimbursement by National Steel of certain sales and/or use taxes paid to the 
State of Illinois and other remedies provided by the MLA. On August 30, 1995, 
National Steel filed a Notice of Removal which removed the case to the United 
States District Court, District of Massachusetts. On September 7, 1995, 
National Steel filed its Answer to EFG's Complaint along with Affirmative 
Defenses and Counterclaims, seeking declaratory relief and alleging breach of 
contract, implied covenant of good faith and fair dealing and specific 
performance. EFG filed its Answer to these counterclaims on September 29, 
1995. Though the parties have been discussing settlement with respect to this 
matter for some time, to date, the negotiations have been unsuccessful. 
Notwithstanding these discussions, EFG recently filed an Amended and 
Supplemental Complaint alleging a further default by National Steel under the 
MLA and EFG recently filed a request for Summary Judgment on all claims and 
counterclaims. The matter remains pending before the Court. The Trust has not 
experienced any material losses as a result of this action.
 
    On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited 
partner units or beneficiary interests in eight investment programs sponsored 
by EFG filed a lawsuit, as a derivative action, on behalf of the Trust and 27 
other investment programs (collectively, the "Nominal Defendants") in the 
Superior Court of the Commonwealth of Massachusetts for the County of Suffolk 
against EFG and certain of EFG's affiliates, including the Managing Trustee 
of the Trust and four other wholly-owned subsidiaries of EFG which are the 
general partner or managing trustee of one or more of the investment 
programs, (collectively, the "Managing Defendants"), and certain other 
entities and individuals that have control of the Managing Defendants and the 
Nominal Defendants (the "Controlling Defendants"). The Plaintiffs assert 
claims of breach of fiduciary duty, breach of contract, unjust enrichment, 
and equitable relief and seek various remedies, including compensatory and 
punitive damages to be determined at trial.
 
    The Managing Trustee and EFG are in the early stages of evaluating the 
nature and extent of the claims asserted in this lawsuit and cannot predict 
its outcome with any degree of certainty. However, based upon all of the 
facts presently being considered by management, the Managing Trustee and EFG 
do not believe that any likely outcome will have a material adverse effect on 
the Trust. The Managing Trustee, EFG and their affiliates intend to 
vigorously defend against the lawsuit.
 
NOTE 9--ISSUANCE OF CLASS B INTERESTS
 
    On October 26, 1996, the Trust filed a Solicitation Statement with the
United States Securities and Exchange Commission (the "SEC") which subsequently
was sent to the Beneficiaries pursuant to Regulation 14A of Section 14 of the
Securities Exchange Act. The Solicitation Statement sought the consent of the
Beneficiaries to a proposed amendment (the "Amendment") to the Amended and
Restated Declaration of Trust (the "Trust 

                                       9

<PAGE>

                              AFG Investment Trust D
                         Notes to the Financial Statements

                                   (Continued)
 

Agreement") which would (i) amend the provisions of the Trust Agreement 
governing the redemption of Beneficiary Interests to permit the Trust to 
offer to redeem outstanding Beneficiary Interests at such times, in such 
amounts, in such manner and at such prices as the Managing Trustee might 
determine from time to time, in accordance with applicable law; and (ii) add 
a provision to the Trust Agreement that would permit the Trust to issue, at 
the discretion of the Managing Trustee and without further consent or 
approval of the Beneficiaries, an additional class of security with such 
designations, preferences and relative, participating, optional or other 
special rights, powers and duties as the Managing Trustee might affix. The 
funds obtained through the issuance of such a security would be used by the 
Trust to (a) expand redemption opportunities for Beneficiaries without using 
Trust funds which might otherwise be available for cash distributions; and 
(b) make a special one-time cash distribution to the Beneficiaries.
 
    Pursuant to the Trust Agreement, the adoption of the Amendment required 
the consent of the Beneficiaries holding more than 50% in the aggregate of 
the Beneficiary Interests held by all Beneficiaries. A majority of 
Beneficiary Interests, representing 1,210,746 or 58% of all Beneficiary 
Interests, voted in favor of the Amendment; 229,836 or 11% of all Beneficiary 
Interests voted against the Amendment; and 39,233 or 2% of all Beneficiary 
Interests abstained. Approximately 71% of all Beneficiary Interests 
participated in the vote. Accordingly, the Trust Agreement was amended.
 
    On February 12, 1997, the Trust filed a Registration Statement on Form S-1
with the SEC, which became effective June 10, 1997. The Registration Statement
covered the issuance and sale of a new class of beneficiary interests in the 
Trust (the "Class B Interests"). The characteristics of the Class B Interests, 
associated risk factors and other matters of importance to the Beneficiaries 
and purchasers of the Class B Interests were set forth in a Prospectus sent to 
the Beneficiaries. On July 17, 1997, the offering closed and on July 18, 1997 
the Trust issued 3,142,083 Class B Interests at $5.00 per interest, thereby 
generating $15,710,415 in aggregate Class B capital contributions. Class A 
Beneficiaries purchased 1,400 Class B Interests, generating $7,000 of such 
aggregate capital contributions, and the Special Beneficiary, EFG, purchased 
3,140,683 Class B Interests, generating $15,703,415 of such aggregate capital 
contributions.
 
    Subsequently, EFG transferred its Class B Interests to a special-purpose 
company, Equis II Corporation, a Delaware corporation. EFG also transferred 
its ownership of AFG ASIT Corporation, the Managing Trustee of the Trust, to 
Equis II Corporation. As a result, Equis II Corporation has voting control of 
the Trust through its ownership of the majority of all of the Trust's 
outstanding voting interests, as well as its ownership of AFG ASIT 
Corporation. Equis II Corporation is controlled by EFG's President and Chief 
Executive Officer, Gary D. Engle. Accordingly, control of the Managing 
Trustee did not change as a result of the foregoing transactions.
 
    As described in the Prospectus for the offering of the Class B Interests, 
the Managing Trustee used a portion of the net cash proceeds realized from 
the offering of the Class B Interests to pay a one-time special cash 
distribution of approximately $1.47 per Class A Beneficiary Interest to the 
Class A Beneficiaries of the Trust. The Managing Trustee declared and paid 
this special cash distribution, aggregating $3,075,818, to the Class A 
Beneficiaries on August 15, 1997.
 
NOTE 10--OFFER TO REDEEM CLASS A INTERESTS
 
    On August 7, 1997, the Trust commenced an offer to purchase up to 45% of 
the outstanding Class A Beneficiary Interests of the Trust by filing a Form 
13E-4, Issuer Tender Offer Statement, with the SEC and distributing to the 
Class A Beneficiaries information (the "Tender Documents") concerning the 
offer. On October 10, 1997, the Trust used $1,606,322 of the net proceeds 
realized from the offering of the Class B Interests to purchase 153,275 of 
the Class A Beneficiary Interests tendered as a result of the offer.

                                       10

<PAGE>

                              AFG Investment Trust D
                 
                                   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 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, i) the ability of the Trust to satisfy its equipment reinvestment 
requirements and ii) the ability of EFG to collect all rents due under the 
attendant lease agreements and to successfully remarket the Partnership's 
equipment upon the expiration of such leases.
 
Three and nine months ended September 30, 1997 compared to the three and 
nine months ended September 30, 1996:
 
Overview
 
    As an equipment leasing trust, AFG Investment Trust D ("the Trust") was 
organized to acquire a diversified portfolio of capital equipment subject to 
lease agreements with third parties. The Trust was designed to progress 
through three principal phases: acquisitions, operations, and liquidation. 
During the operations phase, a period of approximately six years, all 
equipment in the Trust's portfolio will progress through various stages. 
Initially, all equipment will generate rental revenues under primary term 
lease agreements. During the life of the Trust, these agreements will expire 
on an intermittent basis and equipment held pursuant to the related leases 
will be renewed, re-leased or sold, depending on prevailing market conditions 
and the assessment of such conditions by EFG to obtain the most advantageous 
economic benefit. Over time, a greater portion of the Trust's original 
equipment portfolio will become available for remarketing and cash generated 
from operations and from sales or refinancings will begin to fluctuate. 
Ultimately, all equipment will be sold and the Trust will be dissolved. The 
Trust's operations commenced in 1993.
 
Results of Operations
 
    For the three and nine months ended September 30, 1997, the Trust 
recognized lease revenue of $4,821,059 and $14,411,576, respectively, 
compared to $5,508,081 and $16,637,773 for the same periods in 1996. The 
decrease in lease revenue from 1996 to 1997 was attributable principally to 
primary lease term expirations and the sale of equipment, including the 
Trust's sale of its interest in a vessel (which generated $258,667 of gross 
quarterly rents in 1996) to the lessee in December 1996. In the near-term, 
aggregate rental revenues are expected to increase due to reinvestment of 
available proceeds in other equipment, including proceeds resulting from the 
Trust's sale of its interest in the vessel discussed previously and certain 
rail equipment which the Trust sold during the three months ended September 
30, 1997. Over time, the level of lease revenue will decline due to the 
expiration of the Trust's lease agreements.
 
    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 EFG or an affiliated equipment leasing program 
sponsored by EFG. Proportionate equipment ownership enables the Trust to 
further diversify its equipment portfolio by participating in the ownership 
of selected assets, thereby reducing the general levels of risk which could 
result from a concentration in any single equipment type, industry or lessee. 
The Trust and each affiliate individually report, in proportion to their 
respective ownership interests, their respective shares of assets, 
liabilities, revenues, and expenses associated with the equipment.
 
    Interest income for the three and nine months ended September 30, 1997 
was $254,187 and $500,325, respectively, compared to $53,701 and $100,550 for 
the same periods in 1996. Interest income was generated

                                      11

<PAGE>

                              AFG Investment Trust D
                 
                                   FORM 10-Q
 
                         PART I. FINANCIAL INFORMATION
 
from temporary investment of available cash in short-term money market 
instruments. Interest income was higher in the three and nine months ended 
September 30, 1997 than in the same periods in 1996 due to interest earned on 
equipment sale proceeds. The amount of future interest income is expected to 
fluctuate in relation to prevailing interest rates and the collection of 
lease revenue and sales proceeds.
 
    For the three months ended September 30, 1997, the Trust sold equipment 
having a net book value of $5,615,691 to existing lessees and third parties. 
These sales resulted in a net loss, for financial statement purposes, of 
$860,449. There were no equipment sales for the corresponding period of 1996.
 
    For the nine months ended September 30, 1997, the Trust sold equipment 
having a net book value of $6,192,565 to existing lessees and third parties. 
These sales resulted in a net loss, for financial statement purposes, of 
$951,347, compared to a net loss of $92,007 on equipment having a net book 
value of $360,510 for the same period in 1996.
 
    The equipment sales during the three and nine months ended September 30, 
1997 included certain railroad equipment with an original cost and net book 
value of $6,513,773 and $5,488,323, respectively, which the Trust sold to a 
third party in September 1997. In connection with this sale, the Trust 
realized sale proceeds of $2,000,000 and the purchaser assumed related debt 
and interest of $2,624,639 and $13,998, respectively, which resulted in a net 
loss, for financial statement purposes, of $849,685. This equipment was sold 
prior to the expiration of the related lease term. The Managing Trustee 
intends to reinvest these sale proceeds in other equipment in 1997 and 1998, 
pursuant to the reinvestment provisions of the Trust.
 
    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.
 
    Depreciation and amortization expense for the three and nine months ended 
September 30, 1997 was $3,124,338 and $9,336,856, respectively, compared to 
$3,522,837 and $10,604,049 for the same periods in 1996. 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.

                                      12

<PAGE>
                              AFG Investment Trust D
                 
                                   FORM 10-Q
 
                         PART I. FINANCIAL INFORMATION
 
     Interest expense was $547,250 and $1,854,193 or 11.4% and 12.9% of lease 
revenue for the three and nine months ended September 30, 1997, respectively, 
compared to $864,785 and $2,628,115 or 15.7% and 15.8% of lease revenue for 
each of the same periods in 1996. Interest expense in the near-term is 
expected to increase due to anticipated leveraging to be obtained to finance 
the acquisition of reinvestment equipment, discussed above. Thereafter, 
interest expense will decline in amount and as a percentage of lease revenue 
as the principal balance of notes payable is reduced through the application 
of rent receipts to outstanding indebtedness.
 
    Management fees were 4.7% and 4.6% of lease revenue for the three and 
nine months ended September 30, 1997, respectively, compared to 4.4% of lease 
revenue for each of the same periods in 1996. Management fees are based on 5% 
of gross lease revenue generated by operating leases and 2% of gross lease 
revenue generated by full payout leases.
 
    Operating expenses consist principally of administrative charges, 
professional service costs, such as accounting and legal fees, as well as 
printing, distribution and remarketing expenses. Collectively, operating 
expenses represented 4.8% and 3.2% of lease revenue during the three and nine 
months ended September 30, 1997 compared to 3.3% and 2.7% of lease revenue 
during the same periods in 1996. Operating expenses in 1997 include 
professional service costs incurred in connection with the Solicitation and 
Registration Statements described in Note 9 to the accompanying financial 
statements whereas operating expenses in 1996 included remarketing fees 
incurred related to the sale of certain equipment. 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.
 
Liquidity and Capital Resources and Discussion of Cash Flows
 
    The Trust by its nature is a limited life entity which was established 
for specific purposes described in the preceding "Overview". As an equipment 
leasing program, 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. For the 
nine months ended September 30, 1997, operating activities generated net cash 
inflows of $12,732,115, after reductions for equipment sale proceeds of 
approximately $1,618,000 received in connection with the sale of the vessel 
and debt proceeds of $1,980,073 which relate to the leveraging of certain 
rail equipment in the Trust's portfolio. These sale and debt proceeds were 
due from EFG at December 31, 1996 and received by the Trust in January 1997. 
For the nine months ended September 30, 1996, the Trust generated net cash 
inflows from operating activities of $13,088,638. In the near-term, net cash 
inflows generated from operating activities are expected to increase due to 
the acquisition of reinvestment equipment as described below. Thereafter, 
renewal, re-lease and equipment sale activities will cause the Trust's 
primary-term lease revenue and corresponding sources of operating cash to 
decline. Overall, expenses associated with rental activities, such as 
management fees, and net cash flow from operating activities will decline as 
the Trust experiences a higher frequency of remarketing events.

    Ultimately, the Trust will dispose of all assets under lease. This will 
occur principally through sale transactions whereby each asset will be sold 
to the existing lessee or to a third party. Generally, this will occur upon 
expiration of each asset's primary or renewal/re-lease term. In certain 
instances, casualty or early termination events may result in the disposal of 
an asset. Such circumstances are infrequent and usually result in the 
collection of stipulated cash settlements pursuant to terms and conditions 
contained in the underlying lease agreements.

                                      13

<PAGE>

                              AFG Investment Trust D
                 
                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION

    Cash expended for asset acquisitions and cash realized from asset 
disposal transactions are reported under investing activities on the 
accompanying Statement of Cash Flows. The Trust expended $30,166,351 for the 
SAS Aircraft during the nine months ended September 30, 1997 and $1,243,539 
for other equipment during the same period of 1996. The SAS Aircraft was 
purchased using cash of $5,124,103 and indebtedness of $25,042,248. During 
the nine months ended September 30, 1997, the Trust realized equipment sale 
proceeds of $2,602,580, including $2,000,000 of sale proceeds from the rail 
transaction, compared to $268,503 during the same period in 1996. Future 
inflows of cash from asset disposals will vary in timing and amount and will 
be influenced by many factors including, but not limited to the frequency and 
timing of lease expirations, the type of equipment being sold, its condition 
and age, and future market conditions.
 
    The Trust obtained long-term financing in connection with certain 
equipment leases. The origination of such indebtedness and the subsequent 
repayments of principal are reported as components of financing activities. 
Cash inflows of $25,042,248 and $7,882,204 in 1997 and in 1996, respectively, 
resulted from leveraging a portion of the Trust's equipment portfolio with 
third-party lenders. Each note payable is recourse only to the specific 
equipment financed and to the minimum rental payments contracted to be 
received during the debt amortization period (which period generally 
coincides with the lease rental term). As rental payments are collected, a 
portion or all of the rental payment is used to repay the associated 
indebtedness. In the near-term, the amount of cash used to repay debt 
obligations is expected to increase as a result of anticipated leveraging to 
be obtained in connection with the acquisition of reinvestment equipment. 
Thereafter, the amount of indebtedness will decline as the principal balance 
of notes payable is reduced through the collection and application of rents. 
However, the Trust has balloon payment obligations of $282,421, $1,476,981 
and $22,162,280 at the expiration of the primary lease terms related to the 
Reno Aircraft, certain rail equipment and the SAS Aircraft, respectively.
 
    For financial reporting purposes, the Managing Trustee and the Special 
Beneficiary each has accumulated a capital deficit at September 30, 1997. 
This is the result of aggregate cash distributions to these Participants 
being in excess of their aggregate capital contributions ($1,000 each) and 
their respective allocations of financial statement net income or loss. 
Ultimately, the existence of a capital deficit for the Managing Trustee or 
the Special Beneficiary for financial reporting purposes is not indicative of 
any further capital obligations to the Trust by either the Managing Trustee 
or the Special Beneficiary. For income tax purposes, income is allocated 
first to those Participants having negative tax capital account balances so 
as to eliminate any such balances. 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. No such requirement 
exists with respect to the Special Beneficiary. At December 31, 1996, the 
Managing Trustee had a negative tax capital account balance.
 
    At September 30, 1997, the Trust had aggregate future minimum lease 
payments of $38,064,686 from contractual lease agreements (see Note 3 to the 
financial statements), a portion of which will be used to amortize the 
principal balance of notes payable (see Note 6 to the financial statements) 
along with the balloon payment obligations discussed above. Additional cash 
inflows will be realized from future remarketing activities, such as lease 
renewals and equipment sales, as well as from lease revenues generated by 
equipment acquisitions from the Trust's anticipated reinvestment activities. 
Presently, the Trust expects to acquire approximately $28,000,000 of 
reinvestment equipment using on-hand cash of approximately $7,000,000 and 
additional indebtedness, which will be amortized from the associated rental 
streams. However, the extent of the Trust's total future reinvestment 
activities may exceed this projection as a result of future 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

                                      14
<PAGE>

                              AFG Investment Trust D
                 
                                   FORM 10-Q
 
                         PART I. FINANCIAL INFORMATION
 
lessee or sold to a third party. Accordingly, as the Trust matures and a 
greater level of its equipment assets become available for remarketing, the 
cash flows of the Trust will become less predictable. In addition, the Trust 
will have cash outflows to satisfy interest on indebtedness and to pay 
management fees and operating expenses. Ultimately, the Trust is expected to 
meet its future disbursement obligations and to distribute any excess of cash 
inflows over cash outflows to the Participants in accordance with the Trust 
Agreement. However, several factors, including month-to-month lease 
extensions, lessee defaults, equipment casualty events, and early lease 
terminations could alter the Trust's anticipated cash flows as described 
herein and in the accompanying financial statements and result in 
fluctuations to the Trust's periodic cash distribution payments.
 
    On February 12, 1997, the Trust filed a Registration Statement on Form S-1 
with the SEC, which became effective June 10, 1997. The Registration Statement 
covered the issuance and sale of a new class of beneficiary interests in the 
Trust (the "Class B Interests"). The characteristics of the Class B Interests, 
associated risk factors and other matters of importance to the Beneficiaries 
and purchasers of the Class B Interests were set forth in a Prospectus sent to 
the Beneficiaries. On July 17, 1997, the offering closed and on July 18, 1997 
the Trust issued 3,142,083 Class B Interests at $5.00 per interest, thereby 
generating $15,710,415 in aggregate Class B capital contributions. Class A 
Beneficiaries purchased 1,400 Class B Interests, generating $7,000 of such 
aggregate capital contributions, and the Special Beneficiary, EFG, purchased 
3,140,683 Class B Interests, generating $15,703,415 of such aggregate capital 
contributions. The Trust incurred costs in the amount of $157,104 in 
connection with this offering.
 
    Subsequently, EFG transferred its Class B Interests to a special-purpose 
company, Equis II Corporation, a Delaware corporation. EFG also transferred 
its ownership of AFG ASIT Corporation, the Managing Trustee of the Trust, to 
Equis II Corporation. As a result, Equis II Corporation has voting control of 
the Trust through its ownership of the majority of all of the Trust's 
outstanding voting interests, as well as its ownership of AFG ASIT 
Corporation. Equis II Corporation is controlled by EFG's President and Chief 
Executive Officer, Gary D. Engle. Accordingly, control of the Managing 
Trustee did not change as a result of the foregoing transactions.
 
    As described in the Prospectus for the offering of the Class B Interests, 
the Managing Trustee used a portion of the net cash proceeds realized from 
the offering of the Class B Interests to pay a one-time special cash 
distribution to the Class A Beneficiaries of the Trust. The Managing Trustee 
declared and paid this special cash distribution of approximately $1.47 per 
Class A Beneficiary Interest, aggregating $3,075,818, to Class A 
Beneficiaries on August 15, 1997.
 
    On August 7, 1997, the Trust commenced an offer to purchase up to 45% of 
the outstanding Class A Beneficiary Interests of the Trust by filing a 
Form 13E-4, Issuer Tender Offer Statement, with the SEC and distributing to 
the Class A Beneficiaries information (the "Tender Documents") concerning the 
offer. On October 10, 1997, the Trust used $1,606,322 of the net proceeds 
realized from the offering of the Class B Interests to purchase 153,275 of 
the Class A Beneficiary Interests tendered as a result of the offer on 
October 10, 1997.
 
    Cash distributions paid to the Beneficiaries 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, and the residual value realized for each 
asset at its disposal date. Future market conditions, technological changes, 
the ability of EFG to manage and remarket the assets, and many other events 
and circumstances, could enhance or detract from individual asset yields and 
the collective performance of the Trust's equipment portfolio.

                                      15

<PAGE>

                              AFG Investment Trust D
                 
                                   FORM 10-Q
 
                         PART I. FINANCIAL INFORMATION
 
     It is the intention of the Managing Trustee to maintain a cash 
distribution level that is consistent with the operating cash flows of the 
Trust and to optimize the long-term value of the Trust. A distribution level 
that is higher than the Trust's operating cash flows could compromise the 
Trust's working capital position, as well as its ability to refurbish or 
upgrade equipment in response to lessee requirements or other market 
circumstances and, during its reinvestment period, to purchase replacement 
equipment as original equipment is remarketed. Accordingly, in order to 
better align monthly cash distributions with the Trust's operating cash 
flows, the Managing Trustee reduced the level of monthly cash distributions 
from an annualized rate of $2.52 per Class A Beneficiary Interest (the rate 
established and paid from the Trust's inception through September 1995) to an 
annualized rate of $1.26 per Class A Beneficiary Interest commencing in 
October 1995. In October 1996, the Managing Trustee increased the annualized 
distribution rate to $1.64 per Class A Beneficiary Interest and expects that 
the Trust will be able to sustain this distribution rate throughout 1997. For 
the Class B Beneficiaries, the Managing Trustee established and paid, from 
the Trust, an annualized distribution of $0.66 per Class B Beneficiary 
commencing in August 1997. The Managing Trustee also expects to maintain this 
distribution throughout 1997. Future distributions, with respect to Class B 
Interests, will be subordinate to certain distributions to Class A Interests.
 
    The nature of the Trust's principal cash flows gradually will shift from 
rental receipts to equipment sale proceeds as the Trust matures. As this 
occurs, the Trust's cash flows will 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 to maximize the residual value of the Trust's equipment and will 
consider these factors, in addition to the collection of contractual rents, 
the retirement of scheduled indebtedness and the Trust's future working 
capital and equipment requirements, in establishing future cash distribution 
rates. Ultimately, the Beneficiaries should expect that cash distribution 
rates will fluctuate over the long term as a result of future remarketing 
activities. 

    Cash distributions to the Managing Trustee, the Special Beneficiary and 
the Beneficiaries are declared and generally paid within fifteen days 
following the end of each calendar month. The payment of such distributions 
is presented as a component of financing activities. For the nine months 
ended September 30, 1997, the Trust declared total cash distributions of 
Distributable Cash From Operations and Distributable Cash From Sales and 
Refinancings of $6,344,753. In accordance with the Trust Agreement, as 
Amended, the Beneficiaries were allocated 90.75% of these distributions, or 
$5,757,863 ($5,336,756 to Class A Beneficiaries and $421,107 to Class B 
Beneficiaries); the Special Beneficiary was allocated 8.25%, or $523,443; and 
the Managing Trustee was allocated 1%, or $63,447.

                                      16

<PAGE>

                              AFG Investment Trust D
 
                                   FORM 10-Q
 
                            PART II. OTHER INFORMATION
 
Item 1.              Legal Proceedings Response:

                     Refer to Note 8 to the financial statements
                     herein.

Item 2.              Changes in Securities Response:

                     On July 18, 1997, the Trust issued 3,142,083 Class B 
                     Interests at $5.00 per interest, generating $15,710,415 
                     in aggregate Class B capital contributions. Class A 
                     Beneficiaries purchased 1,400 Class B Interests, 
                     generating $7,000 of such aggregate capital 
                     contributions, and the Special Beneficiary, EFG, 
                     purchased 3,140,683 Class B Interests, generating 
                     $15,703,415 of such aggregate capital contributions. 
                     Subsequently, EFG transferred its Class B Interests to a 
                     special-purpose company, Equis II Corporation. (See Note 9
                     to the accompanying financial statements.)
                     
                     The Trust Agreement grants limited voting rights to the 
                     Class A Beneficiaries and Class B Beneficiaries. 
                     However, each Class A Beneficiary and Class B 
                     Beneficiary is entitled to cast one vote for each 
                     Interest owned by him or her. Equis II Corporation has 
                     voting control of the Trust through its ownership of its 
                     Class B Interests.

                     Future cash distributions with respect to the Class B
                     Interests will be subordinate to certain distributions
                     with respect to the Class A Interests.

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: None

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

                                      17

<PAGE>
 
                                 SIGNATURE PAGE
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below on behalf of the registrant and in the capacity 
and on the date indicated.

                               AFG Investment Trust D

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


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


                   Date: 
                             -------------------------------------------



                   By: 
                             ----------------------------------------------
                             Gary M. Romano
                             Clerk of AFG ASIT Corporation 
                             (Duly Authorized Officer and 
                             Principal Financial Officer)
                             
                   Date:
                             --------------------------------------------
 
                                 

                                      18


<PAGE>
 
                                 SIGNATURE PAGE
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below on behalf of the registrant and in the capacity 
and on the date indicated.

                              AFG Investment Trust D 

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


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


                   Date:     November 14, 1997
                             --------------------------------------------



                   By:       /s/ Gary M. Romano
                             ----------------------------------------------
                             Gary M. Romano
                             Clerk of AFG ASIT Corporation 
                             (Duly Authorized Officer and 
                             Principal Financial Officer)

                             
                   Date:     November 14, 1997
                             --------------------------------------------
 
                                 

                                      19