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

                                    FORM 10-Q


                                   (Mark One)

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

                For the quarterly period endedSeptember 30, 2002
                                              ------------------

                                       OR

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

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


                           Commission File No. 0-25648

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


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

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

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


(Former  name,  former  address  and  former  fiscal year, if changed since last
report.)

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



<PAGE>


                             AFG INVESTMENT TRUST D

                                    FORM 10-Q

                                      INDEX





<TABLE>
<CAPTION>


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

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

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

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

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

                Notes to the Financial Statements                                   7


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

     Item 3. Quantitative and Qualitative Disclosures about Market Risk            30

     Item 4. Controls and Procedures                                               30

PART II. OTHER INFORMATION:

     Item 1 - 6                                                                    31
</TABLE>














<PAGE>

                             AFG INVESTMENT TRUST D

                        STATEMENTS OF FINANCIAL POSITION

                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            September 30,    December 31,
                                                                2002             2001
                                                           ---------------  --------------
ASSETS
<S>                                                        <C>              <C>

Cash and cash equivalents                                  $      198,932   $   1,887,691
Rents receivable                                                   17,979         575,135
Accounts receivable - affiliate                                   102,274          62,305
Loan receivable - EFG/Kettle Development LLC                      142,716         171,867
Investment - affiliate                                            552,813         552,813
Interest in EFG/Kettle Development LLC                          3,691,306       3,823,330
Interest in EFG Kirkwood LLC                                    2,218,002       2,252,054
Interest in MILPI Holdings, LLC                                10,568,135       9,019,670
Interest in C & D IT LLC                                        1,000,000               -
Investments - other                                               204,632         210,848
Other assets, net of accumulated amortization
  of $218,810 and $78,305 at September 30, 2002
  and December 31, 2001, respectively                             541,463         490,262
Equipment at cost, net of accumulated depreciation
  of $32,607,801 and $31,024,959 at September 30, 2002
  and December 31, 2001, respectively                          23,329,222      27,375,222
                                                           ---------------  --------------

      Total assets                                         $   42,567,474   $  46,421,197
                                                           ===============  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                              $   23,621,566   $  24,070,114
Note payable - affiliate                                          589,105               -
Accrued interest                                                  165,381         251,022
Accrued interest - affiliate                                       16,347               -
Accrued liabilities                                               245,518         140,270
Accrued liabilities - affiliates                                   26,908         156,233
Deferred rental income                                              8,062         289,553
Other liabilities                                               1,559,897       1,557,996
                                                           ---------------  --------------
     Total liabilities                                         26,232,784      26,465,188
                                                           ---------------  --------------


Participants' capital (deficit):
   Managing Trustee                                               (41,697)        (83,064)
   Special Beneficiary                                                  -               -
   Class A Beneficiary interests (1,934,755 interests;
     initial purchase price of $25 each)                       17,991,709      21,654,395
   Class B Beneficiary interests (3,142,083 interests;
     initial purchase price of $5 each)                                 -               -
   Treasury interests (154,275 Class A interests at cost)      (1,615,322)     (1,615,322)
                                                           ---------------  --------------
     Total participants' capital                               16,334,690      19,956,009
                                                           ---------------  --------------

     Total liabilities and participants' capital           $   42,567,474   $  46,421,197
                                                           ===============  ==============
</TABLE>




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

<PAGE>
                             AFG INVESTMENT TRUST D

                            STATEMENTS OF OPERATIONS

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

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

Lease revenue                                     $      1,268,801   $      1,391,391   $     3,788,652   $       4,129,068
Interest income                                              3,091             26,898            12,151             141,191
Gain (loss) on sale of equipment                            23,350            (13,868)          374,738             406,879
Other income                                                     -             20,307                 -             132,722
                                                  -----------------  -----------------  ----------------  ------------------
  Total revenues                                         1,295,242          1,424,728         4,175,541           4,809,860
                                                  -----------------  -----------------  ----------------  ------------------

EXPENSES

Depreciation and amortization                            1,261,203          1,318,624         3,700,870           4,010,067
Write-down of equipment                                          -                  -           483,648                   -
Interest expense                                           479,615            349,950         1,585,913           1,583,496
Interest expense - affiliate                                 6,597                  -            16,347                   -
Management fees - affiliates                               102,872             62,214           317,750             269,083
Operating expenses- affiliate                               61,163            277,569           180,188           1,040,671
Operating expenses                                       1,163,996                  -         1,911,305                   -
                                                  -----------------  -----------------  ----------------  ------------------
  Total expenses                                         3,075,446          2,008,357         8,196,021           6,903,317
                                                  -----------------  -----------------  ----------------  ------------------

EQUITY INTERESTS

Equity in net loss of EFG/Kettle Development LLC           (39,074)           (13,134)         (132,024)           (509,537)
Equity in net income (loss) of EFG Kirkwood LLC           (600,249)          (580,954)          (34,052)            159,475
Equity in net income of MILPI Holdings LLC                  38,891            502,154           565,237             618,686
                                                  -----------------  -----------------  ----------------  ------------------
  Total income (loss) from equity interests               (600,432)           (91,934)          399,161             268,624
                                                  -----------------  -----------------  ----------------  ------------------

Net loss                                          $     (2,380,636)  $       (675,563)  $    (3,621,319)  $      (1,824,833)
                                                  -----------------  -----------------  ----------------  ------------------

Net loss
   per Class A Beneficiary Interest               $          (1.22)  $          (0.27)  $         (1.89)  $           (0.92)
   per Class B Beneficiary Interest               $              -   $              -   $             -   $               -
                                                  =================  =================  ================  ==================
Cash distributions declared
   per Class A Beneficiary Interest               $              -   $              -   $             -   $               -
   per Class B Beneficiary Interest               $              -   $              -   $             -   $               -
                                                  =================  =================  ================  ==================
Weighted Average Class A Beneficiary
   Interests Outstanding                                 1,934,755          1,934,755         1,934,755           1,934,755
Weighted Average Class B Beneficiary
  Interests Outstanding                                  3,142,083          3,142,083         3,142,083           3,142,083
</TABLE>


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

<PAGE>




                             AFG INVESTMENT TRUST D

                 STATEMENTS OF CHANGES IN PARTICIPANTS' CAPITAL

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

                                   (UNAUDITED)



<TABLE>
<CAPTION>


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

   Net income (loss)                       41,367                  -                      -        (3,662,686)
                                 -----------------  ----------------  ---------------------  -----------------

 Balance at September 30, 2002   $        (41,697)  $              -              1,934,755  $     17,991,709
                                 =================  ================  =====================  =================



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

   Net income (loss)                                 -                 -                 -         (3,621,319)
                                 ---------------------  ----------------  -----------------  -----------------

 Balance at September 30, 2002               3,142,083  $              -  $     (1,615,322)  $     16,334,690
                                 =====================  ================  =================  =================
</TABLE>












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


<PAGE>
                             AFG INVESTMENT TRUST D

                            STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              2002            2001
..                                                         ------------    ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                      <C>             <C>
Net loss                                                 $  (3,621,319)  $  (1,824,833)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
  Depreciation and amortization                              3,700,870       4,010,067
  Write-down of equipment                                      483,648               -
  Gain on sale of equipment                                   (374,738)       (406,879)
  Income from equity interests                                (399,161)       (268,624)
Changes in assets and liabilities:
  Rents receivable                                             557,156         495,802
  Accounts receivable - affiliate                              (39,969)        233,217
  Guarantee fee receivable                                           -         172,190
  Interest receivable                                                -          11,287
  Other assets                                                (191,706)        (20,844)
  Accrued interest                                             (85,641)       (302,550)
  Accrued interest - affiliate                                  16,347               -
  Accrued liabilities                                          105,248          (9,521)
  Accrued liabilities - affiliates                            (129,325)         32,654
  Deferred rental income                                      (281,491)          1,190
  Other liabilities                                              1,901          (1,000)
                                                         --------------  --------------
    Net cash provided by (used in) operating activities       (258,180)      2,122,156
                                                         --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                  376,725         516,917
Investment - affiliate                                               -          43,500
Investments - other                                              6,216             500
Loan receivable - EFG/Kettle Development LLC                    29,151               -
Interest in C & D IT LLC                                    (1,000,000)              -
Dividend received from MILPI Holdings, LLC                   1,000,092               -
Acquisition fees paid to affiliate                             (19,636)        (78,393)
Interest in MILPI Holdings, LLC                             (1,963,684)     (7,407,260)
                                                         --------------  --------------
    Net cash used in investing activities                   (1,571,136)     (6,924,736)
                                                         --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Proceeds from note payable                                   1,540,238         471,032
Proceeds from note payable - affiliate                         589,105               -
Principal payments - notes payable                          (1,988,786)     (2,793,733)
                                                         --------------  --------------
    Net cash provided by (used in) financing activities        140,557      (2,322,701)
                                                         --------------  --------------

Net decrease in cash and cash equivalents                   (1,688,759)     (7,125,281)
Cash and cash equivalents at beginning of period             1,887,691       9,042,889
                                                         --------------  --------------
Cash and cash equivalents at end of period               $     198,932   $   1,917,608
                                                         ==============  ==============

SUPPLEMENTAL INFORMATION
Cash paid during the period for interest                 $   1,671,554   $   1,886,046
                                                         ==============  ==============
</TABLE>



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

<PAGE>
                             AFG INVESTMENT TRUST D

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002

                                   (UNAUDITED)



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

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

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

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


..                           Managing      Special         Class A          Class B        Treasury
Participants' Capital       Trustee     Beneficiary    Beneficiaries    Beneficiaries    Interests       Total
                           ----------  -------------  ---------------  ---------------  ------------  ------------
<S>                        <C>         <C>            <C>              <C>              <C>           <C>

December 31, 2001          $ (83,064)  $          -   $   21,654,395   $            -   $(1,615,322)  $19,956,009

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

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

Net loss                     (23,806)             -       (2,356,830)               -             -    (2,380,636)
                           ----------  -------------  ---------------  ---------------  ------------  ------------
September 30, 2002         $ (41,697)  $          -   $   17,991,709   $            -   $(1,615,322)  $16,334,690
                           ==========  =============  ===============  ===============  ============  ============
</TABLE>



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

Rents  are  payable  to  the  Trust  monthly,  quarterly or semi-annually and no
significant  amounts  are  calculated on factors other than the passage of time.
The  leases are accounted for as operating leases and are noncancellable.  Rents
received  prior  to  being earned are deferred.  In certain instances, the Trust
may  enter primary-term, renewal or re-lease agreements, which expire beyond the
Trust's  anticipated  dissolution  date,  which  is  December  31,  2006.  This
circumstance  is  not  expected  to  prevent  the orderly wind-up of the Trust's
business  activities  as AFG ASIT Corporation, the managing trustee of the Trust
("Managing  Trustee")  and  the  Trust's  advisor  would  seek  to  sell  the
then-remaining equipment assets either to the lessee or to a third party, taking
into  consideration  the  amount  of  future  noncancellable  rental  payments
associated  with  the  attendant  lease  agreements.  Future  minimum  rents  of
$7,166,596  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                <C>    <C>
For the year ending September 30,   2003  $4,864,558
                                    2004   1,849,894
                                    2005     452,144
                                          ----------

..                                  Total  $7,166,596
                                          ==========
</TABLE>



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


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

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


                                               Remaining
                                               Lease Term   Equipment
Equipment Type                                    (Months)  at Cost
---------------------------------------------  -----------  -------------
<S>                                            <C>          <C>
Aircraft                                             15-33  $ 45,014,136
Locomotives                                              0     8,312,342
Materials handling                                     0-8     1,260,649
Construction and mining                                  3       962,206
Research and test                                        0       338,749
Computers and peripherals                                0        42,310
Tractors and heavy duty trucks                          10         6,631
                                                            -------------
   Total equipment cost                                  -    55,937,023
   Accumulated depreciation                              -   (32,607,801)
                                                            -------------
   Equipment, net of accumulated depreciation            -  $ 23,329,222
                                                            =============
</TABLE>


Equipment  with  an  approximate original cost of $31,428,000 is proportionately
owned  with  other  affiliated  entities.

In  April  2002,  the Trust executed an agreement with an existing lessee, Emery
Worldwide ("Emery"), to early terminate the lease of a McDonnell Douglas DC-8-73
aircraft  that  had  been scheduled to expire in July 2002.    Subsequent to the
termination  of  the  lease,  the  aircraft  was  re-leased  to Cygnus Air, S.A.
("Cygnus")  for  term  of thirty months beginning July 2002.  The Trust incurred
$773,000  of repairs and maintenance during the three months ended September 30,
2002  to  service  the  McDonnell  Douglas DC-8-73 aircraft re-leased to Cygnus.

As of September 30, 2002, the Trust's ownership interest in aircraft and related
lease  payment  streams  are  used  to  secure  the  term loans with third-party
lenders.  The preceding summary of equipment includes leveraged equipment having
an  original  cost  of  approximately  $45,014,000  and  a  net  book  value  of
approximately  $21,249,000  at  September  30,  2002.

The  summary above includes equipment held for sale or re-lease with an original
cost  of  approximately  $9,325,000  and  a  net  book  value  of  approximately
$2,063,000.  The  Managing  Trustee  is actively seeking the sale or re-lease of
all  equipment  not on lease.  In addition, the summary above includes equipment
being  leased  on  a  month-to-month  basis.

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


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

On March 1, 1999, the Trust and an affiliated trust (collectively, the "Buyers")
formed EFG/Kettle Development LLC, a Delaware limited liability company, for the
purpose  of  acquiring a 49.9% indirect ownership interest (the "Interest") in a
real  estate  development  in  Kelowna, British Columbia in Canada called Kettle
Valley.  EFG/Kettle  Development  LLC,  upon receiving the Buyers' contributions
for  their  membership  interests, purchased the Interest from a special purpose
company  ("SPC")  whose subsidiaries own a 99.9% limited partnership interest in
Kettle  Valley  Development  Limited  Partnership  ("KVD  LP").  The SPC and its
subsidiaries  were  established  by the seller, in part, for income tax purposes
and  have no business interests other than the development of Kettle Valley. KVD
LP is a Canadian Partnership that owns the property, consisting of approximately
280 acres of land.  The project is zoned for 1,120 residential units in addition
to  commercial  space.  To date, 123 residential units have been constructed and
sold.  The  seller  is  an unaffiliated third-party company and has retained the
remaining  50.1%  ownership  interest  in  the  SPC.  A newly organized Canadian
affiliate  of  EFG  replaced  the original general partner of KVD LP on March 1,
1999.

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

The  Trust's cost basis in this joint venture was approximately $642,000 greater
than  its  equity  interest  in  the underlying net assets at December 31, 1999.
Through  December  31,  2001, this difference was amortized using a period of 10
years.  The  amount  amortized  had  been included in amortization expense as an
offset  to  EFG/Kettle  Development  LLC  and was $48,150 during the nine months
ended  September 30, 2001.  In accordance with Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS. No. 142"), the
discontinuance  of  goodwill  amortization  was effective as of January 1, 2002.

The  Trust accounts for its interest in Kettle Valley using the equity method of
accounting.  Under  the equity method of accounting, the Trust's interest is (i)
increased (decreased) to reflect the Trust's share of income (loss) of the joint
venture  and (ii) decreased to reflect any distributions the Trust received from
the  joint venture.  The Trust's interest was decreased by $39,074 and $132,024,
respectively,  during  the three and nine month periods ended September 30, 2002
and  decreased by $13,134 and $509,537, respectively, during the same periods in
2001,  reflecting  the  Trust's  share  of  income/loss  from  Kettle  Valley.

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

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



<TABLE>
<CAPTION>


                    Three Months          Three Months          Nine Months           Nine Months
                       Ended                 Ended                 Ended                 Ended
                 September 30, 2002    September 30, 2001    September 30, 2002    September 30, 2001
                --------------------  --------------------  --------------------  --------------------
<S>             <C>                   <C>                   <C>                   <C>
Total revenues  $         1,004,247   $           766,593   $         2,291,218   $         1,951,907
Total expenses           (1,162,948)          (   798,006)           (2,662,128)           (2,746,612)
                --------------------  --------------------  --------------------  --------------------
Net loss        $          (158,701)             ($31,413)  $          (370,910)            ($794,705)
                ====================  ====================  ====================  ====================
</TABLE>



EFG/Kettle  Development  LLC  owns a 49.9% interest in a company (the "Company")
which,  through  two wholly-owned subsidiaries, owns a 99.9% interest in KVD LP.
For  the  nine  months ended September 30, 2002, in addition to its share of the
loss of KVD LP, the Trust's net loss from EFG/Kettle Development includes a loss
of  $41,818  reflecting the Trust's share of the operating results of one of the
Company's  wholly-owned  subsidiaries.

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

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

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

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

The  Trust's  ownership  interest  in  EFG  Kirkwood  had  an  original  cost of
$2,995,615;  including a 1% acquisition fee of $29,660 paid to EFG.  The Trust's
ownership interest in EFG Kirkwood is accounted for on the equity method and the
Trust  recorded  a  loss  of  $600,249 and $34,052 for the three and nine months
ended  September  30,  2002,  respectively,  compared  to a loss of $580,954 and
income of $159,475, respectively, for the same periods in 2001, representing its
pro-rata  share of the net income (loss) of EFG Kirkwood.  The operating results
of EFG Kirkwood for the nine months ended September 30, 2002 included additional
equity  income  of $106,700 related to the difference between the purchase price
and  the  fair  value  of  EFG  Kirkwood's  investment  in  Mountain  Resort.

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


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




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

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

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

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

Effective  February  2002,  the  Trust has a 37.50% membership interest in MILPI
having  an  original  cost  of  $9,971,078.  The cost of the Trust's interest in
MILPI  reflects MILPI's cost of acquiring the common stock of PLM, including the
amount paid for the shares tendered of $9,802,945, capitalized transaction costs
of  $70,104 and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele
of $98,029.  The Trust capitalized these transaction costs, of which $29,871 was
amortized  during  the  nine  months  ended  September  30,  2001.  Statement of
Financial  Accounting  Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS  No. 142") was effective for the Trust as of January 1, 2002 and requires
the discontinuance of goodwill amortization as of January 1, 2002.  SFAS No. 142
also  requires  the  Trust  to  complete a transitional goodwill impairment test
within  six  months  from  January  1,  2002,  the  date of adoption.  The Trust
completed  the  goodwill  impairment analysis during the quarter ended September
30,  2002.  There  was no impact on the Trust's financial statements as a result
of  this  analysis.

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

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and  the Trust recorded income of $38,891 and $565,237, respectively, during the
three  and  nine months ended September 30, 2002, compared to income of $502,154
and  $618,686, respectively, for the same periods in 2001, which represented its
pro-rata  share of the net income of MILPI.  On March 12, 2002, PLM declared and
paid  a  cash  dividend  to  MILPI  of  approximately  $2.7 million.  MILPI then
declared  and  paid  a cash dividend of approximately $2.7 million, of which the
Trust's  share  was  $1,000,092.

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


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



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

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

Rancho  Malibu Limited Partnership owns the 274-acre parcel of land near Malibu,
California  and  is  developing  it  as  a  single-family  luxury  residential
subdivision. The conditional C & D Joint Venture Contribution was made to assure
participation  in  the future development of the parcel.  It was made subject to
the future solicitation of the consent of the beneficiaries of each of the Trust
and  Trust  C.  The  C  &  D  Joint Venture Contribution is conditioned upon the
consummation  of  a transaction pursuant to which Semele and Rancho Malibu Corp.
will contribute all of the partnership interests that they hold in Rancho Malibu
Limited  Partnership along with 100% of the membership interests Semele holds in
RM  Financing  LLC  to RMLP, Inc., a newly formed subsidiary of PLM, in exchange
for  $5.5  million  in  cash,  a  $2.5 million promissory note and 182 shares of
common  stock  of RMLP, Inc., approximately 21% interest in RMLP Inc.  (The sole
asset  of  RM Financing LLC is a Note dated December 31, 1990 (the "Note").  The
Note was held by Semele's predecessor when it took a deed in lieu of foreclosure
on  the  property  from  the  original owner.  The unpaid balance of the Note is
$14,250,000  plus  accrued  interest  as  of  September  30,  2002.

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


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

Various  operating  expenses  incurred  by the Trust are paid by Equis Financial
Group,  LP  ("EFG")  on  behalf of the Trust and EFG is reimbursed at its actual
cost for such expenditures.  Fees and other costs incurred during the nine month
periods  ended  September  30,  2002 and 2001, which were paid or accrued by the
Trust  to  EFG  or  its  affiliates,  are  as  follows:
<TABLE>
<CAPTION>


                                   2002       2001
                                 --------  ----------
<S>                              <C>       <C>
Acquisition fees                 $ 19,636  $   78,393
Management fees                   317,750     269,083
Administrative charges            180,188     123,795
Reimbursable operating expenses
   due to third parties                 -     916,876
                                 --------  ----------

          Total                  $517,574  $1,388,147
                                 ========  ==========
</TABLE>


All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow account prior to remittance to the Trust.  At September
30,  2002,  the  Trust  was owed $102,274 by EFG for such funds and the interest
thereon.  These  funds  were  remitted  to  the  Trust  in  October  2002.

Notes  payable  -  affiliate  at  September  30,  2002  consisted  of a 364 day,
unsecured  loan  from PLM evidenced by a promissory note in the principal amount
of  $589,105,  which  was  entered  into in the first quarter of 2002.  The note
bears  interest  at  LIBOR  plus  200 basis points.  The Trust incurred interest
expense  related  to  this  note of $6,597 and $16,347, respectively, during the
three  and  nine  months  ended  September  30,  2002.

NOTE  9  -  NOTES  PAYABLE
--------------------------

Notes  payable  at  September  30,  2002  consisted  of  installment  notes  of
$23,621,566  payable to banks and institutional lenders.  One of the notes has a
fixed  rate  of  9.176%  and the other two notes bear fluctuating interest rates
based on LIBOR plus a margin.  All of the installment notes are non-recourse and
are  collateralized  by  certain  of the Trust's equipment and assignment of the
related  lease  payments.  These  notes  will  be  partially  amortized  by  the
remaining  contracted  lease  payments.  However,  the Trust has balloon payment
obligations  of  $15,806,720  and $3,128,690, respectively, at the expiration of
the lease terms related to its interest in an aircraft leased to SAS in December
2003  and  an  aircraft  leased  to  Cygnus  Air,  S.A.  in  January  2005.

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

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

<S>                                <C>    <C>
For the year ending September 30,   2003  $ 2,941,302
                                    2004   17,167,536
                                    2005    1,377,434
                                    2006    2,135,294
                                          -----------
..                                  Total  $23,621,566
                                          ===========
</TABLE>


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

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


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

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


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

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

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

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

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,  Nine Months Ended September 30,
                                             2002             2001         2002           2001
                                       ---------------  --------------  ------------  ------------
<S>                                    <C>              <C>             <C>           <C>
Total Revenues (1):
   Equipment leasing                   $    1,295,242   $   1,424,728   $ 4,175,541   $ 4,809,860
   Real estate                                      -               -             -             -
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,295,242   $   1,424,728   $ 4,175,541   $ 4,809,860
                                       ===============  ==============  ============  ============

Operating Expenses, Management Fees
  and Other Expenses:
   Equipment leasing                   $    1,307,308   $     299,300   $ 2,347,692   $ 1,197,588
   Real estate                                 20,723          40,483        61,551       112,166
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,328,031   $     339,783   $ 2,409,243   $ 1,309,754
                                       ===============  ==============  ============  ============

Interest Expense:
   Equipment leasing                   $      486,212   $     346,721   $ 1,602,260   $ 1,566,744
   Real estate                                      -           3,229             -        16,752
                                       ---------------  --------------  ------------  ------------
     Total                             $      486,212   $     349,950   $ 1,602,260   $ 1,583,496
                                       ===============  ==============  ============  ============

Depreciation, Write-down of Equipment
  and Amortization Expense:
   Equipment leasing                   $    1,261,203   $   1,302,574   $ 4,184,518   $ 3,961,917
   Real estate                                      -          16,050             -        48,150
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,261,203   $   1,318,624   $ 4,184,518   $ 4,010,067
                                       ===============  ==============  ============  ============

 Equity Interests:
   Equipment leasing                   $       38,891   $     502,154   $   565,237   $   618,686
   Real estate                               (639,323)       (594,088)     (166,076)     (350,062)
                                       ---------------  --------------  ------------  ------------
     Total                             $     (600,432)  $     (91,934)  $   399,161   $   268,624
                                       ===============  ==============  ============  ============

 Net loss:                             $   (2,380,636)  $    (675,563)  $(3,621,319)  $(1,824,833)
                                       ===============  ==============  ============  ============

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

 .                                     As of            As of
 .                                     September 30,    December 31,
 .                                          2002            2001
 Assets:
   Equipment leasing                   $   35,658,166   $  40,345,813
   Real estate                              6,909,308       6,075,384
                                       ---------------  --------------
     Total                             $   42,567,474   $  46,421,197
                                       ===============  ==============
</TABLE>


(1)  Includes  equipment  leasing  revenue  of  $1,268,801  and  $3,788,652,
respectively,  for  the three and nine months ended September 30, 2002, compared
to  $1,391,391  and  $4,129,068,  respectively,  for  the  same periods in 2001.

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

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

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

For  the  three  and  nine  month  periods  ended  September 30, 2002, the Trust
recognized lease revenue of $1,268,801 and $3,788,652, respectively, compared to
$1,391,391  and  $4,129,068,  respectively,  for  the same periods in 2001.  The
decrease  in  lease  revenue from 2001 to 2002 resulted primarily from a $74,424
early  lease termination fee received during the nine months ended September 30,
2001  (a  similar  fee was not earned in 2002), approximately $92,000 related to
lease  term  expirations  and  approximately $174,000 decrease in lease revenues
resulting  from  the  sale  of  equipment.

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

Interest  income  for  the three and nine month periods ended September 30, 2002
was  $3,091  and  $12,151,  respectively,  compared  to  $26,898  and  $141,191,
respectively,  for  the  same  periods  in  2001.  Interest  income is typically
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term instruments and decreased for the three and nine months
ended  September  30,  2002  in  comparison to the same periods in 2001 due to a
decrease  in  cash  balances  in  2002.

During  the three and nine months ended September 30, 2002, the Trust sold fully
depreciated  equipment  and  equipment  having  a  net  book  value  of  $1,987,
respectively  to  existing lessees and third parties.  These sales resulted in a
gain  of  $23,350  and  $374,738, respectively. During the three and nine months
ended  September  30,  2001, the Trust sold equipment having a net book value of
$970  and  $110,038,  respectively to existing lessees and third parties.  These
sales  resulted  in  a  net loss and gain of $13,868 and $406,879, respectively.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and  several  third  party  entities, as lessor.  During the year ended
December  31,  2001,  the  requirements of the guarantee agreement were met, the
Trust  received payment for all outstanding amounts due thereunder and the Trust
has  no  further  obligations  under  the  guarantee agreement.  During the nine
months ended September 30, 2001, the Trust recognized income of $112,590 related
to  the  guarantee  fee.  The  guarantee fee is reflected as Other Income on the
accompanying  Statement  of  Operations.

Depreciation  expense was $1,176,059 and $3,560,364, respectively, for the three
and  nine  months  ended  September  30,  2002  and  $1,262,838  and $3,853,255,
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.

The  Trust  recorded  amortization expense in connection with deferred financing
costs  of  $85,144  and $140,506, respectively, during the three and nine months
ended September 30, 2002, compared to $26,265 and $78,791, respectively, for the
same  periods  in  2001.

Interest  expense  on third party debt was $479,615 and $1,585,913, respectively
for  the three and nine months ended September 30, 2002 compared to $349,950 and
$1,583,496,  respectively,  for  the same periods in 2001.  During the three and
nine  months  ended  September  30,  2002,  the  Trust  also incurred $6,597 and
$16,347, respectively, of interest expense on a note payable to PLM, executed in
conjunction  with  the  purchase  of  the remaining 17% of PLM in February 2002.

Management  fees  related  to  equipment  leasing  were  $82,149  and  $256,199,
respectively, for the three and nine months ended September 30, 2002 compared to
$21,731  and  $156,917, respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject to certain limitations.  Management fees related to the Trust's interest
in  MILPI are based on 1% of the cost of such interest.  Management fees related
to  equipment leasing increased in 2002 due to an increase in the carrying value
of  the  Trust's  interest  in  MILPI.

Operating  expenses  were $1,225,159 and $2,091,493, respectively, for the three
and  nine  months ended September 30, 2002, compared to $277,569 and $1,040,671,
for  the  same  periods in 2001. The increase in operating expenses is primarily
the result of approximately $773,000 of repairs and maintenance fees incurred to
service  the McDonnell Douglas DC-8-73 aircraft which was re-leased to Cygnus in
July  2002  and  approximately  $485,000  of  noncapitalizable costs incurred in
conjunction  with  the  amendment  on  the  debt  agreement  for  the respective
aircraft.  The repairs and maintenance fees were partially financed through debt
proceeds associated with the Cygnus lease and certain other receipts from Emery.
In  2001,  operating  expenses  included  approximately  $195,000  and $157,000,
respectively,  for ongoing legal matters.  Operating expenses in the nine months
ended  September  30,  2001 also included approximately $268,000 for remarketing
costs  related  to  the  re-lease  of  aircraft  leased to Scandinavian Airlines
("SAS")  and  Aerovias  de  Mexico, S.A. de C.V. and also included approximately
$121,000 of costs reimbursed to EFG as a result of the successful acquisition of
the  PLM common stock by MILPI Acquisition.  In conjunction with the acquisition
of  the  PLM  common stock, EFG became entitled to recover certain out of pocket
expenses  which  had  previously  incurred.  Other  operating  expenses  consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal  fees,  as  well  as printing, distribution and remarketing expenses.

During  the  three  and nine months ended September 30, 2002, the Trust recorded
income  of  $38,891 and $565,237, respectively, during the three and nine months
ended  September  30,  2002,  compared  to  income  of  $502,154  and  $618,686,
respectively,  for  the  same periods in 2001, representing the Trust's share of
net  income  of MILPI recorded under the equity method of accounting.  See below
for  a  discussion  of  the  operating  results  of  MILPI during the respective
periods.  The  Trust's  income  from MILPI results from MILPI's ownership of PLM
common stock acquired in February 2001 and February 2002 (see discussion below).
PLM  is  an  equipment leasing and asset management company.  The Trust recorded
$13,471  and  $29,871,  respectively,  of amortization expense for the three and
nine  months ended September 30, 2001, which related to the goodwill recorded at
the  time  of  the  acquisition  of  the  PLM common stock by MILPI Acquisition.
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets"  ("SFAS No. 142"), was effective for the Trust as of January
1,  2002  and requires the discontinuance of goodwill amortization as of January
1,  2002.  SFAS  No.  142  also  requires  the  Trust to complete a transitional
goodwill  impairment  test  within  six months from January 1, 2002, the date of
adoption.  The  Trust  completed  the  goodwill  impairment  analysis during the
quarter  ended September 30, 2002.  There was no impact on the Trust's financial
statements  as  a  result  of  this  analysis.

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

During  the  three  and  nine  months ended September 30, 2002, MILPI recognized
revenues  of  approximately  $978,000  and $4,357,000, respectively, compared to
revenues  of approximately $3,600,000 and $9,213,000, respectively, for the same
periods  in  2001.  Revenues  for  the three and nine months ended September 30,
2002  are  comprised  primarily of management fees of approximately $881,000 and
$3,619,000, respectively. Revenues for the three and nine months ended September
30,  2001 are comprised primarily of management fees of approximately $3,222,000
and  $6,394,000,  respectively.  The  decrease  in management fees of MILPI from
2002  to  2001  is  due  to  the  disposition  of  equipment  managed  by MILPI.
Acquisition  and  lease  negotiation fees decreased in 2002 by $2,031,000 due to
less  equipment  being  placed  in  PLM  managed  programs.


During  the three and nine months ended September 30, 2002, MILPI incurred total
costs  and  expenses  of  approximately  $588,000  and $1,956,000, respectively,
compared  to  $1,442,000  and  $4,752,000, respectively, for the same periods in
2001.  Operating  expenses  for  the  three  months ended September 30, 2002 are
comprised  of  general and administrative expenses of approximately $587,000 and
depreciation  and  amortization  expense  of approximately $1,000.  For the nine
months ended September 30, 2002, operating expenses are comprised of general and
administrative  expenses  of  approximately  $1,856,000  and  depreciation  and
amortization expense of approximately $100,000. Operating expenses for the three
months  ended  September  30,  2001  are comprised of general and administrative
expenses  of  approximately $1,337,000 and depreciation and amortization expense
of  approximately  $105,000.  For  the  nine  months  ended  September 30, 2001,
operating  expenses  are  comprised  primarily  of  general  and  administrative
expenses  of  approximately $4,223,000 and depreciation and amortization expense
of  approximately  $519,000.  The  $2,367,000  decrease  in  general  and
administrative  expenses in the nine months ended September 30, 2002 compared to
the  same period of 2001 is primarily due to the relocation and consolidation of
the corporate service functions of MILPI during May 2001.  The $419,000 decrease
in  depreciation and amortization expense during the nine months ended September
30,  2002 compared to 2001 is the result of the sale of equipment owned by MILPI
during  the  second  half  of  2001.

During the three and nine months ended September 30, 2002, MILPI incurred income
tax  expense  of  approximately $286,000 and $936,000, respectively, compared to
approximately  $882,000  and  $1,304,000  for  the  same  periods  in  2001.


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

Management fees for non-equipment assets were $20,723 and $61,551, respectively,
for  the  three and nine months ended September 30, 2002 compared to $40,483 and
$112,166,  respectively,  for  the  same  periods  in 2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.
Management fees decreased for the three and nine months ended September 30, 2002
compared to the same period in 2001 due to the decrease in the carrying value of
the  assets.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in  Kettle  Valley was $3,229 and $16,752, respectively, for the three
and  nine  months ended September 30, 2001.  This note was repaid as of December
31,  2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  of Kettle Valley's operating results below).  For the three and nine
months  ended  September  30, 2002, the Trust recorded net losses of $39,074 and
$132,024,  respectively,  compared  to  net  losses  of  $13,134  and  $509,537,
respectively,  for  the  same  periods  of  2001, from its ownership interest in
Kettle  Valley.  This  income  and  loss  represent the Trust's share of the net
income  (loss)  of Kettle Valley recorded under the equity method of accounting.
In  addition,  the  Trust  recorded amortization expense of $16,050 and $48,150,
respectively,  during  the  three  and  nine months ended September 30, 2001, in
connection  with  its  interest  in  Kettle  Valley.

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

EFG  Kirkwood  owns  membership  interests  in:

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


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

For  the  three  and  nine months ended September 30, 2002, the Trust recorded a
loss  of  $600,249 and $34,052 for the three and nine months ended September 30,
2002,  respectively,  compared  to  a  loss  of $580,954 and income of $159,475,
respectively,  for  the same periods in 2001, from its ownership interest in EFG
Kirkwood.  This  income  and loss represents the Trust's share of the net income
(loss)  of  EFG Kirkwood recorded under the equity method of accounting.  Due to
the  seasonal  nature of EFG Kirkwood's operations, the financial results of the
three  months  and  nine  months  ended  September  30,  2002  and  2001 are not
indicative  of  future  periods.  The  three  months ended March 31 of each year
include  the  periods  of peak income activity for the resorts.  See below for a
discussion  of  the  operating  results  of  the  resorts.


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

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

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  revenues  of  approximately  $2,082,000  and  $22,558,000,
respectively,  compared  to revenues of approximately $1,844,000 and $22,412,000
for  the same periods in 2001.  The increase in total revenues from 2001 to 2002
for  the  three and nine month periods ended September 30, 2002 compared to 2001
of  approximately  $239,000  and  $145,000,  respectively,  is  the result of an
increase in ski-related revenues offset by a decrease in residential-related and
other  operations  revenues.  Ski-related  revenues  increased  approximately
$2,509,000  in  the  nine  months  ended September 30, 2002 compared to the same
period  of  2001.  The  increase  in ski-related revenues resulted from improved
weather  conditions  during  the  winter  season,  which  attracted more skiers.
Residential-related  and  other  operations  revenues  decreased  approximately
$2,364,000  for the nine months ended 2002 as compared to 2001.  The decrease in
residential-related  and other operations revenues was primarily attributable to
a  reduction  in  the  number of condominium sales during 2002 compared to 2001.

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  expenses  of  approximately  $4,583,000  and  $21,147,000
respectively,  compared to expenses of approximately $4,395,000 and $21,794,000,
respectively  for  the  same periods of 2001.  The decrease in total expenses of
$647,000  for  the  nine  months  ended  September 30, 2002 compared to the same
periods  in  2001  is  the result of a decrease in residential-related and other
non-operating  expenses  largely  offset by an increase in ski-related expenses.
Ski-related  expenses  increased  approximately  $1,751,000  as  a result of the
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased  approximately  $2,398,000 primarily as a
result  of  a  decrease in cost of sales from condominium units sold in the nine
months  ended September 30, 2002 as compared to the same period in 2001, as also
discussed  above.



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

Mountain Springs, through a wholly owned subsidiary, owns a controlling interest
in  DSC/Purgatory LLC ("Purgatory") in Durango, Colorado. Purgatory is a ski and
mountain recreation resort covering 2,500 acres, situated on 40 miles of terrain
with  75  ski  trails  located  near  Durango,  Colorado. Purgatory receives the
majority  of  its  revenues  from winter ski operations, primarily ski, lodging,
retail  and food and beverage services, with the remainder of revenues generated
from  summer  outdoor  activities,  such  as alpine sliding and mountain biking.

During  the  three  and nine months ended September 30, 2002, Purgatory recorded
total  revenues  of  approximately  $1,166,000  and  $11,048,000,  respectively,
compared  to  revenues  of  approximately  $868,000 and $12,015,000 for the same
periods  of  2001.  Revenues  increased  by  $298,000 for the three months ended
September  30,  2002  as  compared  to the same period in 2001 due to additional
summer  programs  offered  at the resort.  Revenue decreased by $967,000 for the
nine  months ended September 30, 2002 as compared to the same period in 2001 due
to  unfavorable  weather  conditions  during  the winter season, which attracted
fewer  skiers.

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

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

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  that  is  zoned  for 1,120 residential units in addition to commercial
space.  To  date,  123  residential  units  have  been  constructed  and  sold.

During  the  three  and  nine  months  ended September 30, 2002, KVD LP recorded
revenues  of  approximately $1,004,000 and $2,291,000, respectively, compared to
$766,000  and  $1,952,000,  respectively,  for  the  same  periods in 2001.  The
increase  in  revenues  is the result of an increase in the number of lot sales.

KVD LP incurred total expenses of approximately $1,163,000 and $2,662,000 during
the  three  and  nine months ended September 30, 2002, respectively, compared to
expenses  of  approximately  $798,000 and $2,747,000, respectively, for the same
periods  in  2001.  The  decrease in expenses in the nine months ended September
30,  2002  is  the  result of an increase in real estate cost of sales resulting
from  an  increase  in the number of lot sales, as discussed above, offset by an
impairment  in the land carrying value of approximately $500,000 recorded in the
nine  months  ended September 30, 2001.  There was no impairment recorded in the
three  and  nine  months  ended  September  30,  2002.

Kettle  Valley owns a 49.9% interest in a company (the "Company") which, through
two  wholly-owned  subsidiaries,  owns a 99.9% interest in KVD LP.  For the nine
months ended September 30, 2002, in addition to its share of the loss of KVD LP,
the  Trust's  net  loss from Kettle Valley includes a loss of $83,636 reflecting
the  Trust's share of the operating results of one of the Company's wholly-owned
subsidiaries.

NOTE  12  -  SUBSEQUENT  EVENT
------------------------------

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


<PAGE>
                             AFG INVESTMENT TRUST 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  of AFG Investment Trust D (the
"Trust")  that  are  not historical fact constitute "forward-looking statements"
within  the  meaning of the Private Securities Litigation Reform Act of 1995 and
are  subject  to  a  variety  of risks and uncertainties.  There are a number of
important  factors  that  could  cause  actual results to differ materially from
those  expressed  in  any  forward-looking statements made herein. These factors
include, but are not limited to, the collection of the Trust's contracted rents,
the  realization of residual proceeds for the Trust's equipment, the performance
of  the  Trust's  non-equipment  assets,  and  future  economic conditions.  The
cautionary  statements  made in the Form 10-Q should be read as being applicable
to  all  related  forward-looking  statements  wherever they appear in this Form
10-Q.

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

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                       Three Months Ended September 30,  Nine Months Ended September 30,
                                             2002             2001         2002           2001
                                       ---------------  --------------  ------------  ------------
<S>                                    <C>              <C>             <C>           <C>
Total Revenues (1):
   Equipment leasing                   $    1,295,242   $   1,424,728   $ 4,175,541   $ 4,809,860
   Real estate                                      -               -             -             -
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,295,242   $   1,424,728   $ 4,175,541   $ 4,809,860
                                       ===============  ==============  ============  ============

Operating Expenses, Management Fees
  and Other Expenses:
   Equipment leasing                   $    1,307,308   $     299,300   $ 2,347,692   $ 1,197,588
   Real estate                                 20,723          40,483        61,551       112,166
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,328,031   $     339,783   $ 2,409,243   $ 1,309,754
                                       ===============  ==============  ============  ============

Interest Expense:
   Equipment leasing                   $      486,212   $     346,721   $ 1,602,260   $ 1,566,744
   Real estate                                      -           3,229             -        16,752
                                       ---------------  --------------  ------------  ------------
     Total                             $      486,212   $     349,950   $ 1,602,260   $ 1,583,496
                                       ===============  ==============  ============  ============

Depreciation, Write-down of Equipment
  and Amortization Expense:
   Equipment leasing                   $    1,261,203   $   1,302,574   $ 4,184,518   $ 3,961,917
   Real estate                                      -          16,050             -        48,150
                                       ---------------  --------------  ------------  ------------
     Total                             $    1,261,203   $   1,318,624   $ 4,184,518   $ 4,010,067
                                       ===============  ==============  ============  ============

 Equity Interests:
   Equipment leasing                   $       38,891   $     502,154   $   565,237   $   618,686
   Real estate                               (639,323)       (594,088)     (166,076)     (350,062)
                                       ---------------  --------------  ------------  ------------
     Total                             $     (600,432)  $     (91,934)  $   399,161   $   268,624
                                       ===============  ==============  ============  ============

 Net loss:                             $   (2,380,636)  $    (675,563)  $(3,621,319)  $(1,824,833)
                                       ===============  ==============  ============  ============

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

 .                                     As of            As of
 .                                     September 30,    December 31,
 .                                           2002            2001
 Assets:
   Equipment leasing                   $   35,658,166   $  40,345,813
   Real estate                              6,909,308       6,075,384
                                       ---------------  --------------
     Total                             $   42,567,474   $  46,421,197
                                       ===============  ==============
</TABLE>


(1)  Includes  equipment  leasing  revenue  of  $1,268,801  and  $3,788,652,
respectively,  for  the three and nine months ended September 30, 2002, compared
to  $1,391,391  and  $4,129,068,  respectively,  for  the  same periods in 2001.

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

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

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

For  the  three  and  nine  month  periods  ended  September 30, 2002, the Trust
recognized lease revenue of $1,268,801 and $3,788,652, respectively, compared to
$1,391,391  and  $4,129,068,  respectively,  for  the same periods in 2001.  The
decrease  in  lease  revenue from 2001 to 2002 resulted primarily from a $74,424
early  lease termination fee received during the nine months ended September 30,
2001  (a  similar  fee was not earned in 2002), approximately $92,000 related to
lease  term  expirations  and  approximately $174,000 decrease in lease revenues
resulting  from  the  sale  of  equipment.

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

Interest  income  for  the three and nine month periods ended September 30, 2002
was  $3,091  and  $12,151,  respectively,  compared  to  $26,898  and  $141,191,
respectively,  for  the  same  periods  in  2001.  Interest  income is typically
generated  from  the temporary investment of rental receipts and equipment sales
proceeds  in  short-term instruments and decreased for the three and nine months
ended  September  30,  2002  in  comparison to the same periods in 2001 due to a
decrease  in  cash  balances  in  2002.

During  the three and nine months ended September 30, 2002, the Trust sold fully
depreciated  equipment  and  equipment  having  a  net  book  value  of  $1,987,
respectively  to  existing lessees and third parties.  These sales resulted in a
gain  of  $23,350  and  $374,738, respectively. During the three and nine months
ended  September  30,  2001, the Trust sold equipment having a net book value of
$970  and  $110,038,  respectively to existing lessees and third parties.  These
sales  resulted  in  a  net loss and gain of $13,868 and $406,879, respectively.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and  several  third  party  entities, as lessor.  During the year ended
December  31,  2001,  the  requirements of the guarantee agreement were met, the
Trust  received payment for all outstanding amounts due thereunder and the Trust
has  no  further  obligations  under  the  guarantee agreement.  During the nine
months ended September 30, 2001, the Trust recognized income of $112,590 related
to  the  guarantee  fee.  The  guarantee fee is reflected as Other Income on the
accompanying  Statement  of  Operations.

Depreciation  expense was $1,176,059 and $3,560,364, respectively, for the three
and  nine  months  ended  September  30,  2002  and  $1,262,838  and $3,853,255,
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.

The  Trust  recorded  amortization expense in connection with deferred financing
costs  of  $85,144  and $140,506, respectively, during the three and nine months
ended September 30, 2002, compared to $26,265 and $78,791, respectively, for the
same  periods  in  2001.

Interest  expense  on third party debt was $479,615 and $1,585,913, respectively
for  the three and nine months ended September 30, 2002 compared to $349,950 and
$1,583,496,  respectively,  for  the same periods in 2001.  During the three and
nine  months  ended  September  30,  2002,  the  Trust  also incurred $6,597 and
$16,347, respectively, of interest expense on a note payable to PLM, executed in
conjunction  with  the  purchase  of  the remaining 17% of PLM in February 2002.

Management  fees  related  to  equipment  leasing  were  $82,149  and  $256,199,
respectively, for the three and nine months ended September 30, 2002 compared to
$21,731  and  $156,917, respectively, for same periods in 2001.  Management fees
related  to  equipment  are  based  on  5%  of  gross lease revenue generated by
operating  leases and 2% of gross lease revenue generated by full payout leases,
subject to certain limitations.  Management fees related to the Trust's interest
in  MILPI are based on 1% of the cost of such interest.  Management fees related
to  equipment leasing increased in 2002 due to an increase in the carrying value
of  the  Trust's  interest  in  MILPI.

Operating  expenses  were $1,225,159 and $2,091,493, respectively, for the three
and  nine  months ended September 30, 2002, compared to $277,569 and $1,040,671,
for  the  same  periods in 2001. The increase in operating expenses is primarily
the result of approximately $773,000 of repairs and maintenance fees incurred to
service  the McDonnell Douglas DC-8-73 aircraft which was re-leased to Cygnus in
July  2002  and  approximately  $485,000  of  noncapitalizable costs incurred in
conjunction  with  the  amendment  on  the  debt  agreement  for  the respective
aircraft.  The repairs and maintenance fees were partially financed through debt
proceeds associated with the Cygnus lease and certain other receipts from Emery.
In  2001,  operating  expenses  included  approximately  $195,000  and $157,000,
respectively,  for ongoing legal matters.  Operating expenses in the nine months
ended  September  30,  2001 also included approximately $268,000 for remarketing
costs  related  to  the  re-lease  of  aircraft  leased to Scandinavian Airlines
("SAS")  and  Aerovias  de  Mexico, S.A. de C.V. and also included approximately
$121,000 of costs reimbursed to EFG as a result of the successful acquisition of
the  PLM common stock by MILPI Acquisition.  In conjunction with the acquisition
of  the  PLM  common stock, EFG became entitled to recover certain out of pocket
expenses  which  had  previously  incurred.  Other  operating  expenses  consist
primarily  of  administrative charges, professional service costs, such as audit
and  legal  fees,  as  well  as printing, distribution and remarketing expenses.

During  the  three  and nine months ended September 30, 2002, the Trust recorded
income  of  $38,891 and $565,237, respectively, during the three and nine months
ended  September  30,  2002,  compared  to  income  of  $502,154  and  $618,686,
respectively,  for  the  same periods in 2001, representing the Trust's share of
net  income  of MILPI recorded under the equity method of accounting.  See below
for  a  discussion  of  the  operating  results  of  MILPI during the respective
periods.  The  Trust's  income  from MILPI results from MILPI's ownership of PLM
common stock acquired in February 2001 and February 2002 (see discussion below).
PLM  is  an  equipment leasing and asset management company.  The Trust recorded
$13,471  and  $29,871,  respectively,  of amortization expense for the three and
nine  months ended September 30, 2001, which related to the goodwill recorded at
the  time  of  the  acquisition  of  the  PLM common stock by MILPI Acquisition.
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets"  ("SFAS No. 142"), was effective for the Trust as of January
1,  2002  and requires the discontinuance of goodwill amortization as of January
1,  2002.  SFAS  No.  142  also  requires  the  Trust to complete a transitional
goodwill  impairment  test  within  six months from January 1, 2002, the date of
adoption.  The  Trust  completed  the  goodwill  impairment  analysis during the
quarter  ended September 30, 2002.  There was no impact on the Trust's financial
statements  as  a  result  of  this  analysis.

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

During  the  three  and  nine  months ended September 30, 2002, MILPI recognized
revenues  of  approximately  $978,000  and $4,357,000, respectively, compared to
revenues  of approximately $3,600,000 and $9,213,000, respectively, for the same
periods  in  2001.  Revenues  for  the three and nine months ended September 30,
2002  are  comprised  primarily of management fees of approximately $881,000 and
$3,619,000, respectively. Revenues for the three and nine months ended September
30,  2001 are comprised primarily of management fees of approximately $3,222,000
and  $6,394,000,  respectively.  The  decrease  in management fees of MILPI from
2002  to  2001  is  due  to  the  disposition  of  equipment  managed  by MILPI.
Acquisition  and  lease  negotiation fees decreased in 2002 by $2,031,000 due to
less  equipment  being  placed  in  PLM  managed  programs.


During  the three and nine months ended September 30, 2002, MILPI incurred total
costs  and  expenses  of  approximately  $588,000  and $1,956,000, respectively,
compared  to  $1,442,000  and  $4,752,000, respectively, for the same periods in
2001.  Operating  expenses  for  the  three  months ended September 30, 2002 are
comprised  of  general and administrative expenses of approximately $587,000 and
depreciation  and  amortization  expense  of approximately $1,000.  For the nine
months ended September 30, 2002, operating expenses are comprised of general and
administrative  expenses  of  approximately  $1,856,000  and  depreciation  and
amortization expense of approximately $100,000. Operating expenses for the three
months  ended  September  30,  2001  are comprised of general and administrative
expenses  of  approximately $1,337,000 and depreciation and amortization expense
of  approximately  $105,000.  For  the  nine  months  ended  September 30, 2001,
operating  expenses  are  comprised  primarily  of  general  and  administrative
expenses  of  approximately $4,223,000 and depreciation and amortization expense
of  approximately  $519,000.  The  $2,367,000  decrease  in  general  and
administrative  expenses in the nine months ended September 30, 2002 compared to
the  same period of 2001 is primarily due to the relocation and consolidation of
the corporate service functions of MILPI during May 2001.  The $419,000 decrease
in  depreciation and amortization expense during the nine months ended September
30,  2002 compared to 2001 is the result of the sale of equipment owned by MILPI
during  the  second  half  of  2001.

During the three and nine months ended September 30, 2002, MILPI incurred income
tax  expense  of  approximately $286,000 and $936,000, respectively, compared to
approximately  $882,000  and  $1,304,000  for  the  same  periods  in  2001.


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

Management fees for non-equipment assets were $20,723 and $61,551, respectively,
for  the  three and nine months ended September 30, 2002 compared to $40,483 and
$112,166,  respectively,  for  the  same  periods  in 2001.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.
Management fees decreased for the three and nine months ended September 30, 2002
compared to the same period in 2001 due to the decrease in the carrying value of
the  assets.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in  Kettle  Valley was $3,229 and $16,752, respectively, for the three
and  nine  months ended September 30, 2001.  This note was repaid as of December
31,  2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  of Kettle Valley's operating results below).  For the three and nine
months  ended  September  30, 2002, the Trust recorded net losses of $39,074 and
$132,024,  respectively,  compared  to  net  losses  of  $13,134  and  $509,537,
respectively,  for  the  same  periods  of  2001, from its ownership interest in
Kettle  Valley.  This  income  and  loss  represent the Trust's share of the net
income  (loss)  of Kettle Valley recorded under the equity method of accounting.
In  addition,  the  Trust  recorded amortization expense of $16,050 and $48,150,
respectively,  during  the  three  and  nine months ended September 30, 2001, in
connection  with  its  interest  in  Kettle  Valley.

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

EFG  Kirkwood  owns  membership  interests  in:

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


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

For  the  three  and  nine months ended September 30, 2002, the Trust recorded a
loss  of  $600,249 and $34,052 for the three and nine months ended September 30,
2002,  respectively,  compared  to  a  loss  of $580,954 and income of $159,475,
respectively,  for  the same periods in 2001, from its ownership interest in EFG
Kirkwood.  This  income  and loss represents the Trust's share of the net income
(loss)  of  EFG Kirkwood recorded under the equity method of accounting.  Due to
the  seasonal  nature of EFG Kirkwood's operations, the financial results of the
three  months  and  nine  months  ended  September  30,  2002  and  2001 are not
indicative  of  future  periods.  The  three  months ended March 31 of each year
include  the  periods  of peak income activity for the resorts.  See below for a
discussion  of  the  operating  results  of  the  resorts.


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

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

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  revenues  of  approximately  $2,082,000  and  $22,558,000,
respectively,  compared  to revenues of approximately $1,844,000 and $22,412,000
for  the same periods in 2001.  The increase in total revenues from 2001 to 2002
for  the  three and nine month periods ended September 30, 2002 compared to 2001
of  approximately  $239,000  and  $145,000,  respectively,  is  the result of an
increase in ski-related revenues offset by a decrease in residential-related and
other  operations  revenues.  Ski-related  revenues  increased  approximately
$2,509,000  in  the  nine  months  ended September 30, 2002 compared to the same
period  of  2001.  The  increase  in ski-related revenues resulted from improved
weather  conditions  during  the  winter  season,  which  attracted more skiers.
Residential-related  and  other  operations  revenues  decreased  approximately
$2,364,000  for the nine months ended 2002 as compared to 2001.  The decrease in
residential-related  and other operations revenues was primarily attributable to
a  reduction  in  the  number of condominium sales during 2002 compared to 2001.

During  the  three  and  nine  months  ended September 30, 2002, Mountain Resort
recorded  total  expenses  of  approximately  $4,583,000  and  $21,147,000
respectively,  compared to expenses of approximately $4,395,000 and $21,794,000,
respectively  for  the  same periods of 2001.  The decrease in total expenses of
$647,000  for  the  nine  months  ended  September 30, 2002 compared to the same
periods  in  2001  is  the result of a decrease in residential-related and other
non-operating  expenses  largely  offset by an increase in ski-related expenses.
Ski-related  expenses  increased  approximately  $1,751,000  as  a result of the
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased  approximately  $2,398,000 primarily as a
result  of  a  decrease in cost of sales from condominium units sold in the nine
months  ended September 30, 2002 as compared to the same period in 2001, as also
discussed  above.



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

Mountain Springs, through a wholly owned subsidiary, owns a controlling interest
in  DSC/Purgatory LLC ("Purgatory") in Durango, Colorado. Purgatory is a ski and
mountain recreation resort covering 2,500 acres, situated on 40 miles of terrain
with  75  ski  trails  located  near  Durango,  Colorado. Purgatory receives the
majority  of  its  revenues  from winter ski operations, primarily ski, lodging,
retail  and food and beverage services, with the remainder of revenues generated
from  summer  outdoor  activities,  such  as alpine sliding and mountain biking.

During  the  three  and nine months ended September 30, 2002, Purgatory recorded
total  revenues  of  approximately  $1,166,000  and  $11,048,000,  respectively,
compared  to  revenues  of  approximately  $868,000 and $12,015,000 for the same
periods  of  2001.  Revenues  increased  by  $298,000 for the three months ended
September  30,  2002  as  compared  to the same period in 2001 due to additional
summer  programs  offered  at the resort.  Revenue decreased by $967,000 for the
nine  months ended September 30, 2002 as compared to the same period in 2001 due
to  unfavorable  weather  conditions  during  the winter season, which attracted
fewer  skiers.

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

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

Kettle  Valley  is a real estate development company located in Kelowna, British
Columbia,  Canada.  The  project,  which  is  being  developed  by Kettle Valley
Development  Limited Partnership ("KVD LP"), consists of approximately 280 acres
of  land  that  is  zoned  for 1,120 residential units in addition to commercial
space.  To  date,  123  residential  units  have  been  constructed  and  sold.

During  the  three  and  nine  months  ended September 30, 2002, KVD LP recorded
revenues  of  approximately $1,004,000 and $2,291,000, respectively, compared to
$766,000  and  $1,952,000,  respectively,  for  the  same  periods in 2001.  The
increase  in  revenues  is the result of an increase in the number of lot sales.

KVD LP incurred total expenses of approximately $1,163,000 and $2,662,000 during
the  three  and  nine months ended September 30, 2002, respectively, compared to
expenses  of  approximately  $798,000 and $2,747,000, respectively, for the same
periods  in  2001.  The  decrease in expenses in the nine months ended September
30,  2002  is  the  result of an increase in real estate cost of sales resulting
from  an  increase  in the number of lot sales, as discussed above, offset by an
impairment  in the land carrying value of approximately $500,000 recorded in the
nine  months  ended September 30, 2001.  There was no impairment recorded in the
three  and  nine  months  ended  September  30,  2002.

Kettle  Valley owns a 49.9% interest in a company (the "Company") which, through
two  wholly-owned  subsidiaries,  owns a 99.9% interest in KVD LP.  For the nine
months ended September 30, 2002, in addition to its share of the loss of KVD LP,
the  Trust's  net  loss from Kettle Valley includes a loss of $83,636 reflecting
the  Trust's share of the operating results of one of the Company's wholly-owned
subsidiaries.

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

The  Trust  by  its  nature  is  a  limited  life entity.  The Trust's principal
operating  activities  derive  from asset rental transactions.  Accordingly, the
Trust's  principal  source of cash from operations is provided by the collection
of  periodic  rents.  These  cash  inflows  are  used  to  satisfy  debt service
obligations  associated  with  leveraged  leases, and to pay management fees and
operating  costs.  Operating  activities  used  cash of $258,180 during the nine
months  ended  September  30,  2002.

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

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

At September 30, 2002, the Trust was due aggregate future minimum lease payments
of $7,166,596 from contractual lease agreements, a portion of which will be used
to  amortize  the principal balance of notes payable of $23,621,566.  Additional
cash  inflows will be realized from future remarketing activities, such as lease
renewals and equipment sales, the timing and extent of which cannot be predicted
with  certainty.  This  is  because  the timing and extent of equipment sales is
often  dependent  upon  the  needs  and interests of the existing lessees.  Some
lessees  may  choose  to  renew their lease contracts, while others may elect to
return the equipment.  In the latter instances, the equipment could be re-leased
to  another lessee or sold to a third party.  Accordingly, the cash flows of the
Trust  will  become  less  predictable  as  the  Trust  remarkets its equipment.

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

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

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

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

Effective  February  2002,  the  Trust has a 37.50% membership interest in MILPI
having  an  original  cost  of  $9,971,078.  The cost of the Trust's interest in
MILPI  reflects MILPI's cost of acquiring the common stock of PLM, including the
amount paid for the shares tendered of $9,802,945, capitalized transaction costs
of  $70,104 and a 1% acquisition fee paid to a wholly-owned subsidiary of Semele
of  $98,029.

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

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

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

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

During  the  nine  months  ended September 30, 2002, the Trust realized net cash
proceeds  from  equipment  disposals  of  $376,725.  Future inflows of cash from
equipment  disposals  will  vary  in timing and amount and will be influenced by
many  factors  including,  but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market  conditions.

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

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

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

The  Trust  obtained financing in connection with certain equipment leases and a
portion  of its interest in MILPI.  The origination of such indebtedness and the
subsequent  repayments  of  principal  are  reported  as components of financing
activities.  At  September  30, 2002, the Trust had third party debt obligations
outstanding  totaling  $23,621,566.  These  notes will be partially amortized by
the remaining contracted lease payments.  However, the Trust has balloon payment
obligations  of  $15,806,720  and $3,128,690, respectively, at the expiration of
the  lease  terms  related  to  its  interest in aircraft leased to Scandinavian
Airlines  System  in December 2003 and an aircraft leased to Cygnus Air, S.A. in
January  2005.  Repayment of the balloon debt obligations will be dependent upon
the  negotiations  of  future  lease  contracts  or future sale of these assets.

In  February  2002,  the  Trust  received  debt proceeds of $589,105 from PLM in
connection with the acquisition of the balance of the PLM common stock discussed
above.

In  April 2002, the Trust executed an agreement with the existing lessee, Emery,
to  early  terminate  the lease of a McDonnell Douglas DC-8-73 aircraft that had
been  scheduled  to  expire  in July 2002.  Subsequent to the termination of the
lease,  the  aircraft  was  re-leased  to  Cygnus  for  a  term of thirty months
beginning  July  2002.  In conjunction with the new lease, the Trust amended its
debt  agreement  collateralized  by  the  aircraft and assigned the Cygnus lease
payments  to  the  lender.  The  Trust  received  additional  debt  proceeds  of
approximately  $1,540,238.  The  Trust used these debt proceeds and a portion of
certain  other  receipts  from  Emery  to perform repairs and maintenance on the
aircraft.

No  cash  distributions  have  been declared or paid since January 2000.  In any
given  year,  it is possible that Beneficiaries will be allocated taxable income
in excess of distributed cash. This discrepancy between tax obligations and cash
distributions  may or may not continue in the future, and cash may or may not be
available  for  distribution  to  the  Beneficiaries  adequate  to cover any tax
obligation.  The  Trust Agreement requires that sufficient distributions be made
to  enable  the  Beneficiaries to pay any state and federal income taxes arising
from  any  sale  or  refinancing  transactions,  subject to certain limitations.

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

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

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

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

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

The  events  of September 11, 2001, along with a recession in the United States,
have  continued  to  adversely  affect  the  market demand for both new and used
commercial  aircraft  and  weakened  the financial position of several airlines.
Management  of  the  Trust  believes  that  there is a significant oversupply of
commercial  aircraft  available  and that this oversupply will continue for some
time.  In  addition, management expects that the resulting decline in air travel
will suppress market prices for used aircraft and could inhibit the viability of
some airlines.  The Trust is monitoring developments in the airline industry and
will  continue  to  evaluate  potential  implications  to  the Trust's financial
position  and  future  liquidity.

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

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

The Trust's interests in ski resorts are subject to a number of risks, including
weather-related  risks.  The  ski  resort  business  is  seasonal  in nature and
insufficient  snow  during  the  winter  season  can  adversely  affect  the
profitability  of  a  given  resort.  Many operators of ski resorts have greater
resources  and experience in the industry than the Trust, its affiliates and its
joint venture partners.  The events of September 11, 2001 have also continued to
adversely affect the travel industry, which has decreased the number of visitors
to  the  ski  resorts.

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

The  ultimate economic return from the sale of the Trust's real estate interests
is dependent upon may factors, include, without limitation, the general or local
economic  conditions,  property  values, the sale of properties, interest rates,
real  estate  taxes,  other  operating  expenses,  the  supply  and  demand  for
properties  involved,  zoning  and environmental laws and regulations, and other
governmental  rules.

The  Trust's Advisor, EFG, and the Managing Trustee will continue to monitor and
manage  these  events  in  order  to  maximize the residual value of the Trust's
equipment  and  the  return  from  the  Trust's  real estate interests, and will
consider  these factors, in addition to the collection of contractual rents, the
retirement  of  scheduled  indebtedness,  and the Trust's future working capital
requirements,  in  establishing  the  amount  and  timing  of  future  cash
distributions.

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


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

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

Approximately  77%  of  the Trust's lease revenues earned during the nine months
ended September 30, 2002 were from lessees located outside of the United States.
All  of  the  Trust's leases require payment in United States (US) currency.  If
the  lessees'  currency  devalues  against  the  US  dollar,  the  lessees could
potentially  encounter  difficulty  in  making  the  US dollar denominated lease
payments.

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

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

<PAGE>

                             AFG INVESTMENT TRUST D

                                    FORM 10-Q

                           PART II.  OTHER INFORMATION




     Item  1.     Legal  Proceedings
          Response:  None

     Item  2.     Changes  in  Securities
          Response:  None

     Item  3.     Defaults  upon  Senior  Securities
          Response:  None

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

     Item  5.     Other  Information
          Response:  None

     Item  6(a).     Exhibits
     .     Response:

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

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

99  (k)  Lease  agreement  with  Cygnus  Air,  S.A.

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







<PAGE>
                                 SIGNATURE PAGE



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


                             AFG Investment Trust D


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


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


     Date:     November  19,  2002






<PAGE>
CERTIFICATION:

I,  Gary  D.  Engle,  certify  that:

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

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

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

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

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

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

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

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

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

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


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




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



<PAGE>
------

CERTIFICATION:

I,  Richard  K  Brock,  certify  that:

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

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

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

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

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

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

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

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

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

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


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




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


<PAGE>
                                  Exhibit Index



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

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



<PAGE>