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

                                   FORM 10-Q/A


                                   (Mark One)

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

               For the quarterly period ended      MARCH 31, 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.)

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


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


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

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



<PAGE>


                             AFG INVESTMENT TRUST D

                                   FORM 10-Q/A

                                      INDEX





<TABLE>
<CAPTION>


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

                Statement of Financial Position
                at March 31, 2002 (Restated) and December 31, 2001                 3

                Statement of Operations
                for the three months ended March 31, 2002 (Restated) and 2001      4

                Statement of Changes in Participants' Capital
                for the three months ended March 31, 2002 (Restated)               5

                Statement of Cash Flows
                for the three months ended March 31, 2002 (Restated) and 2001      6

                Notes to the Financial Statements                                  7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                              19

     Item 3. Quantitative and Qualitative Disclosures about Market Risk           28


PART II. OTHER INFORMATION:

     Item 1 - 6                                                                   29
</TABLE>


















<PAGE>

                             AFG INVESTMENT TRUST D

                         STATEMENT OF FINANCIAL POSITION

                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                             March 31,      December 31,
                                                                2002            2001
                                                             (Restated)
                                                            ------------    ------------
ASSETS
<S>                                                             <C>             <C>

Cash and cash equivalents                                  $     332,864   $   1,887,691
Rents receivable                                                 568,290         575,135
Accounts receivable - affiliate                                   43,813          62,305
Loan receivable - EFG/Kettle Development LLC                     142,685         171,867
Investment - affiliate                                           552,813         552,813
Interest in EFG/Kettle Development LLC                         3,723,495       3,823,330
Interest in EFG Kirkwood LLC                                   3,353,586       2,252,054
Interest in MILPI Holdings, LLC                               10,226,232       9,019,670
Interest in C & D IT LLC                                       1,000,000               -
Investments - other                                              210,848         210,848
Other assets, net of accumulated amortization
  of $88,518 and $78,305 at March 31, 2002
  and December 31, 2001, respectively                            514,986         490,262
Equipment at cost, net of accumulated depreciation
  of $32,177,424 and $31,024,959 at March 31, 2002
  and December 31, 2001, respectively                         26,173,711      27,375,222
                                                           --------------  --------------

      Total assets                                         $  46,843,323   $  46,421,197
                                                           ==============  ==============

LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                              $  23,509,976   $  24,070,114
Note payable - affiliate                                         589,105               -
Accrued interest                                                 266,061         251,022
Accrued liabilities                                               70,578         140,270
Accrued liabilities - affiliates                                  73,716         156,233
Deferred rental income                                           271,442         289,553
Other liabilities                                              1,557,996       1,557,996
                                                           --------------  --------------
     Total liabilities                                        26,338,874      26,465,188
                                                           --------------  --------------


Participants' capital (deficit):
   Managing Trustee                                                4,654         (83,064)
   Special Beneficiary                                            38,394               -
   Class A Beneficiary interests (1,934,755 interests;
     initial purchase price of $25 each)                      21,994,433      21,654,395
   Class B Beneficiary interests (3,142,083 interests;
     initial purchase price of $5 each)                           82,290               -
   Treasury interests (154,275 Class A interests at cost)     (1,615,322)     (1,615,322)
                                                           --------------  --------------
     Total participants' capital                              20,504,449      19,956,009
                                                           --------------  --------------

     Total liabilities and participants' capital           $  46,843,323   $  46,421,197
                                                           ==============  ==============
</TABLE>


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

<PAGE>
                             AFG INVESTMENT TRUST D

                             STATEMENT OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                        2001            2002
                                                     (Restated)
                                                    ------------    ------------
INCOME
<S>                                                <C>             <C>
Lease revenue                                      $   1,299,953   $   1,334,307
Interest income                                            4,882          73,777
Gain on sale of equipment                                  8,500         411,379
Other income                                                   -          39,691
                                                   --------------  --------------
  Total income                                         1,313,335       1,859,154
                                                   --------------  --------------

EXPENSES

Depreciation and amortization                          1,211,724       1,350,393
Interest expense                                         564,503         602,500
Interest expense - affiliate                               3,226               -
Management fees - affiliates                             108,733          97,729
Operating expenses                                       101,739         441,285
                                                   --------------  --------------
  Total expenses                                       1,989,925       2,491,907
                                                   --------------  --------------

EQUITY INTERESTS

Equity in net loss of EFG/Kettle Development LLC         (99,835)        (58,091)
Equity in net income of EFG Kirkwood LLC               1,101,532       1,178,512
Equity in net income of MILPI Holdings, LLC              223,333          40,637
                                                   --------------  --------------
  Total income from equity interests                   1,225,030       1,161,058
                                                   --------------  --------------

Net income                                         $     548,440   $     528,305
                                                   ==============  ==============


Net income
   per Class A Beneficiary Interest                $        0.18   $        0.20
                                                   ==============  ==============
   per Class B Beneficiary Interest                $        0.03   $        0.03
                                                   ==============  ==============
Cash distributions declared
   per Class A Beneficiary Interest                $           -   $           -
                                                   ==============  ==============
   per Class B Beneficiary Interest                $           -   $           -
                                                   ==============  ==============
</TABLE>








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

<PAGE>




                             AFG INVESTMENT TRUST D

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                    FOR THE THREE MONTHS ENDED MARCH 31, 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 (Restated)                         87,718             38,394                      -           340,038
                                       -----------------  ----------------  ---------------------  ----------------

 Balance at March 31, 2002 (Restated)  $          4,654   $         38,394              1,934,755  $     21,994,433
                                       =================  ================  =====================  ================

                                      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 (Restated)                                   -            82,290                 -            548,440
                                       ---------------------  ----------------  -----------------  ----------------

 Balance at March 31, 2002 (Restated)              3,142,083  $         82,290  $     (1,615,322)  $     20,504,449
                                       =====================  ================  =================  ================
</TABLE>
















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


<PAGE>
                             AFG INVESTMENT TRUST D

                             STATEMENT OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                            2002
                                                        (Restated)         2001
                                                       --------------  --------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                    <C>             <C>
Net income                                                 $548,440        $528,305
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                             1,211,724       1,350,393
Gain on sale of equipment                                  (8,500)        (411,379)
Income from equity interests                             (1,225,030)     (1,161,058)
Changes in assets and liabilities:
Rents receivable                                            6,845          508,908
Accounts receivable - affiliate                             18,492         236,309
Guarantee fee receivable                                      -            (33,945)
Loan receivable - EFG/Kettle Development LLC                29,182            -
Interest receivable                                           -            (7,909)
Other assets                                               (34,937)         32,503
Accrued interest                                            15,039          45,330
Accrued liabilities                                        (69,692)       (106,312)
Accrued liabilities - affiliates                           (82,517)         66,575
Deferred rental income                                     (18,111)         3,922
                                                        --------------  --------------
Net cash provided by operating activities                  390,935        1,051,642
                                                        --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Proceeds from equipment sales                               8,500          432,466
Investment - affiliate                                        -             14,500
Investments - other                                           -              500
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                          (1,963,685)     (7,407,260)
                                                        --------------  --------------
Net cash used in investing activities                    (1,974,729)     (7,038,187)
                                                        --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from note payable - affiliate                     589,105            -
Principal payments - notes payable                        (560,138)      (1,183,353)
                                                        --------------  --------------
Net cash used in financing activities                      (28,967)      (1,183,353)
                                                        --------------  --------------

Net decrease in cash and cash equivalents                (1,554,827)     (7,169,898)
Cash and cash equivalents at beginning of period          1,887,691       9,042,889
                                                        --------------  --------------
Cash and cash equivalents at end of period                 $332,864       $1,872,991
                                                        ==============  ==============

SUPPLEMENTAL INFORMATION
Cash paid during the period for interest                   $549,464        $557,170
                                                        ==============  ==============
</TABLE>








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

<PAGE>
                             AFG INVESTMENT TRUST D

                        NOTES TO THE FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (RESTATED)

                                   (UNAUDITED)



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

After  AFG  Investment  Trust D (the "Trust") filed its quarterly report on Form
10-Q  for the quarter ended March 31, 2002 with the United States Securities and
Exchange  Commission  ("SEC"),  the Trust determined that the amount recorded as
interest  expense  in  its  financial statements required revision, as
discussed  below.  The  Trust  determined that the amount previously recorded as
interest  expense  was understated by $251,485.  Accordingly, the Trust recorded
an additional amount of interest expense, resulting in a decrease in net
income  for the quarter ended March 31, 2002 of $2,515 for the Managing Trustee,
$20,747  for  the  Special Beneficiary, $183,754 or $.09 per Class A Beneficiary
Interest  and  $44,469  and $.01 per Class B Beneficiary Interest, respectively.
As  a  result, the accompanying financial statements for the quarter ended March
31,  2002  have  been  restated  from  the  amounts  previously  reported.

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  March 31, 2002 and December 31, 2001 and results of operations for
the three months ended March 31, 2002 and 2001 have been made and are reflected.
Certain  amounts  previously  reported  have been reclassified to conform to the
March 31, 2002 financial statement presentation. These reclassifications did
not have any effect on total assets, total liabilities, participants capital, or
net  income  (loss).


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

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

<S>                            <C>    <C>
For the year ending March 31,   2003  $4,057,758
                                2004   2,041,102
                                2005     138,216
                                2006      23,036
                                      ----------

..                              Total  $6,260,112
                                      ==========
</TABLE>




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

The  following  is  a summary of equipment owned by the Trust at March 31, 2002.
Remaining  Lease  Term  (Months), as used below, represents the number of months
remaining from March 31, 2002 under contracted lease terms and is presented as a
range  when  more  than one lease agreement is contained in the stated equipment
category.  A  Remaining  Lease Term equal to zero reflects equipment either held
for  sale  or  re-lease  or  being  leased  on  a  month-to-month  basis.
<TABLE>
<CAPTION>

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

Aircraft                                              3-39  $ 45,014,136
Locomotives                                              0     8,312,342
Construction and mining                                0-3     2,521,909
Materials handling                                    0-14     2,016,339
Research and test                                        0       338,749
Tractors and heavy duty trucks                          16       105,350
Computers and peripherals                                0        42,310
                                                            -------------
   Total equipment cost                                  -    58,351,135
   Accumulated depreciation                              -   (32,177,424)
                                                            -------------
   Equipment, net of accumulated depreciation            -  $ 26,173,711
                                                            =============
</TABLE>


At  March  31, 2002, the Trust's equipment portfolio included equipment having a
proportionate  original  cost  of  approximately  $31,428,000,  representing
approximately  54%  of  total  equipment  cost.

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.  Emery paid an early
termination  fee of $566,000 and a payment of $1,250,000 for certain maintenance
required  under the existing lease agreement.  The Managing Trustee is currently
in  negotiations  for  the  re-lease  of  this  aircraft.

Certain  of  the equipment and related lease payment streams were 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 $23,597,000 at March 31, 2002.

At  March  31,  2002,  the cost and net book value of equipment held for sale or
re-lease was approximately $8,312,000 and $2,539,000, respectively. 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.


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, 108 residential units have been constructed and
sold  and  11  additional  units  are  under  construction.  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 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 $16,050 during the quarter ended
March  31, 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.
SFAS  No.  142  also  includes  provisions  for  the reclassification of certain
existing recognized intangibles as goodwill, reassessment of the useful lives of
existing  recognized intangibles, reclassification of certain intangibles out of
previously  reported  goodwill,  and  the  identification of reporting units for
purposes  of  assessing  potential future impairments of goodwill.  SFAS No. 142
requires  the  Trust  to complete a transitional goodwill impairment test within
six  months  from January 1, 2002, the date of adoption.  The Trust believes the
adoption  of  SFAS  No.  142  will  not  have a material impact on its financial
statements.

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 $99,835 and $58,091,
respectively,  during  the periods ended March 31, 2002 and 2001, reflecting its
share  of  loss  from  Kettle  Valley.

In  addition,  the  seller  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 Statement of
Financial  Position  at  both  March  31,  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  months  ended  March  31,  2002  and  2001.
<TABLE>
<CAPTION>


                    Three           Three
                 months ended    months ended
                  March 31,       March 31,
                     2002            2001
                --------------  --------------
<S>             <C>             <C>
Total revenues  $     248,138   $     619,529
Total expenses       (384,827)       (855,205)
                --------------  --------------
Net loss        $    (136,689)  $    (235,676)
                ==============  ==============
</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 three months ended March 31, 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
$66,180  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 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  income of $1,101,532 and $1,178,512 for the three month periods
ended  March 31, 2002 and 2001, respectively, representing its pro-rata share of
the  net  income  of  EFG  Kirkwood.

The  table  below  provides  comparative  summarized  income  statement data for
Mountain  Resort  and  the Purgatory Ski Resort for the three months ended March
31, 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  months  ended  March  31,  2002  and  2001.
<TABLE>
<CAPTION>


                           Three           Three
                        months ended    months ended
                         March 31,       March 31,
                            2002            2001
                       --------------  --------------
<S>                    <C>             <C>
Mountain Resort:
Total revenues         $  16,405,337   $  16,160,809
Total expenses           (11,205,448)    (11,283,226)
Income taxes                  (5,804)             --
                       --------------  --------------
Net income             $   5,194,085   $   4,877,583
                       ==============  ==============

Purgatory Ski Resort:
Total revenues         $   9,403,054   $  10,386,704
Total expenses            (6,108,520)     (5,977,723)
                       --------------  --------------
Net income             $   3,294,534   $   4,408,981
                       ==============  ==============
</TABLE>




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

In  December 2000, the Trusts formed MILPI, which formed MILPI Acquisition Corp.
("MILPI  Acquisition),  a  wholly  owned  subsidiary  of  MILPI.  The  Trusts
collectively  paid $1.2 million for their membership interest in MILPI 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") 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) 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%.

At March 31, 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 $2,929 was amortized
during  the  quarter  ended  March  31, 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 believes the adoption of SFAS
No.  142  will  not  have  a  material  impact  on  its  financial  statements.

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

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and  the Trust recorded income of $223,333 and $40,637, respectively, during the
three  month  periods  ended  March 31, 2002 and 2001, representing 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  months  ended March 31, 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
                                 ended             ended
                             March 31, 2002    March 31, 2001
                            ----------------  ----------------
<S>                         <C>               <C>
Total revenues              $     1,702,041   $     3,206,716
Total expenses                     (885,179)       (1,895,332)
                            ----------------  ----------------
Income before income taxes          816,862         1,311,384
Provision for income taxes         (263,847)         (254,000)
                            ----------------  ----------------

Net income                  $       553,015   $     1,057,384
                            ================  ================
</TABLE>



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

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
December  31,  2001.

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
----------------------------------------

All  operating  expenses  incurred by the Trust are paid by EFG on behalf of the
Trust  and EFG is reimbursed at its actual cost for such expenditures.  Fees and
other  costs  incurred  during  the three month periods ended March 31, 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                   108,733    97,729
Administrative charges             59,922    41,265
Reimbursable operating expenses
   due to third parties            41,817   400,020
                                 --------  --------

          Total                  $230,108  $617,407
                                 ========  ========
</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 March 31,
2002, the Trust was owed $43,813 by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Trust  in  April  2002.


NOTE  9  -  NOTES  PAYABLE  AND  NOTES  PAYABLE  -  AFFILIATE
-------------------------------------------------------------

Notes  payable  at  March 31, 2002 consisted of installment notes of $23,509,976
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  the  Trust's  equipment  and assignment of the related lease
payments.  Generally,  the  equipment-related  installments  notes will be fully
amortized  by  noncancellable  rents.  However,  the  Trust  has balloon payment
obligations  of  $15,806,720 and $4,954,449 at the expiration of the lease terms
related  to  its  interest  in  aircraft  leased to Scandinavian Airlines System
("SAS")  in December 2003 and Emery Worldwide, originally scheduled to expire in
July  2002,  respectively.

Management  believes  that  the carrying amount of the note payable approximates
fair  value  at  March 31, 2002 based on its experience and understanding of the
market  for  instruments  with  similar  terms.

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

<S>                              <C>    <C>
  For the year ending March 31,   2003  $ 6,619,911
                                  2004   16,733,620
                                  2005      131,259
                                  2006       25,186
                                        -----------
..                                Total  $23,509,976
                                        ===========
</TABLE>


Notes  payable  -  affiliate at March 31, 2002 consisted of a 364 day, unsecured
loan  from  PLM  evidenced  by  a  promissory  note  in  the principal amount of
$589,105.  The  note  bears  interest  at  LIBOR  plus  200  basis  points.


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 was determined to be an investment company, its business
would  be  adversely  affected.  The  Act,  among  other  things,  prohibits  an
unregistered investment company from offering securities for sale or engaging in
any  business  or interstate commerce.  If necessary, the Trust intends to avoid
being  deemed  an investment company by disposing of or acquiring certain assets
that  it  might  not  otherwise  dispose  of  or  acquire.


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

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI 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.  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, C & D IT LLC,
and  Kettle  Valley.

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 quarters ended March 31, 2002 and 2001 is summarized
below.
<TABLE>
<CAPTION>


                                            2002         2001
                                           (Restated)
                                         -----------  ----------
<S>                                      <C>          <C>
Total Income (1):
   Equipment leasing                     $ 1,313,335  $ 1,859,154
   Real estate                                     -            -
                                         -----------  -----------
     Total                               $ 1,313,335  $ 1,859,154
                                         ===========  ===========

Operating Expenses, Management Fees
and Other Expenses:
   Equipment leasing                     $   190,433  $   507,374
   Real estate                                20,039       31,640
                                         -----------  -----------
     Total                               $   210,472  $   539,014
                                         ===========  ===========

Interest Expense:
   Equipment leasing                     $   567,729  $   594,576
   Real estate                                     -        7,924
                                         -----------  -----------
     Total                               $   567,729  $   602,500
                                         ===========  ===========

Depreciation and Amortization Expense:
   Equipment leasing                     $ 1,211,724  $ 1,334,343
   Real estate                                     -       16,050
                                         -----------  -----------
     Total                               $ 1,211,724  $ 1,350,393
                                         ===========  ===========



 Equity Interests:
   Equipment leasing                     $   223,333  $    40,637
   Real estate                             1,001,697    1,120,421
                                         -----------  -----------
     Total                               $ 1,225,030  $ 1,161,058
                                         ===========  ===========

 Net Income:                             $   548,440  $   528,305
                                         ===========  ===========

 Capital Expenditures:
   Equipment leasing                     $ 1,983,321  $ 7,485,653
   Real estate                             1,000,000            -
                                         -----------  -----------
     Total                               $ 2,983,321  $ 7,485,653
                                         ===========  ===========

 Assets:
   Equipment leasing                     $38,623,557  $48,820,510
   Real estate                             8,219,766    8,114,219
                                         -----------  -----------
     Total                               $46,843,323  $56,934,729
                                         ===========  ===========
</TABLE>


(1)  Includes  equipment  leasing  revenue  of $1,299,953 and $1,334,307 for the
three  months  ended  March  31,  2002  and  2001,  respectively.

Three  months  ended March 31, 2002 compared to the three months ended March 31,
--------------------------------------------------------------------------------
2001:
-----

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

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

For the three months ended March 31, 2002, the Trust recognized lease revenue of
$1,299,953 compared to $1,334,307 for same period in 2000. The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest income for the three months ended March 31, 2002 was $4,882 compared to
$73,777  for  the  same  period in 2001.  Interest income is typically generated
from the temporary investment of rental receipts and equipment sales proceeds in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three months ended March 31, 2002, the Trust sold fully depreciated
equipment  to existing lessees and third parties.  These sales resulted in a net
gain,  for  financial  statement  purposes,  of $8,500 compared to a net gain of
$411,379  on equipment having a net book value of $21,087 during the same period
in  2001.

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

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

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

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  quarter  ended  March  31,  2001,  the Trust
recognized income of $39,691 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $1,201,511 and $1,321,201 for the three months ended
March 31, 2002 and 2001, respectively.  For financial reporting purposes, to the
extent  that  an  asset is held on primary lease term, the Trust depreciates the
difference  between  (i)  the  cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.  In addition, the Trust recorded amortization expense of $10,213
during each of the three months ended March 31, 2002 and 2001 in connection with
capitalized  deferred  financing  costs.

Interest  expense  on  third  party debt was $564,503 and $594,576 for the three
months  ended  March  31,  2002 and 2001, respectively.  During the three months
ended  March  31,  2002, the Trust also incurred $3,226 of interest expense on a
note  payable to PLM, executed in conjunction with the purchase of the remaining
17%  of  PLM  in February 2002.  Interest expense will decrease in the future as
the  principal  balance  of  notes payable is reduced through the application of
rent  receipts  to  outstanding  debt.

Management  fees  related  to equipment leasing were $88,694 and $66,089 for the
three  months  ended March 31, 2002 and 2001, respectively.  Management fees are
based on 5% of gross lease revenue generated by operating leases and 2% of gross
lease  revenue  generated by full payout leases, subject to certain limitations.

Operating  expenses  were  $101,739  and  $441,285 during the three months ended
March  31,  2002  and  2001, respectively.  In 2001, operating expenses included
approximately  $40,000  for  ongoing  legal  matters, approximately $104,000 for
remarketing  costs related to the re-lease of an aircraft leased to Scandinavian
Airlines System, and also included approximately $121,400 of costs reimbursed to
EFG  as  a result of the successful acquisition of the PLM common stock by MILPI
Acquisition  Corp.  ("MILPI  Acquisition"),  as discussed below.  In conjunction
with  the  acquisition  of  the PLM common stock, EFG became entitled to recover
certain  out  of  pocket  expenses  which  it  had  previously  incurred.  Other
operating  expenses  consist  primarily  of administrative charges, professional
service  costs,  such as audit and legal fees, as well as printing, distribution
and  remarketing  expenses.  The  amount  of future operating expenses cannot be
predicted  with  certainty; however, such expenses are usually higher during the
acquisition  and  liquidation  phases  of a trust.  Other fluctuations typically
occur  in  relation  to  the  volume  and  timing  of  remarketing  activities.

During the three months ended March 31, 2002 and 2001, the Trust recorded income
of  $223,333  and  $40,637,  respectively, from its ownership interest in MILPI.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of  accounting.  The  Trust recorded $2,929 of amortization
expense for the three months ended March 31, 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 believes the adoption of SFAS No. 142 will not
have  a  material  impact  on its financial statements.  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.

MILPI
-----

During  the  three  months  ended  March  31,  2002  and  2001, MILPI recognized
operating  revenues  of  approximately  $1,702,000 and $3,207,000, respectively.
Revenues  for  the three months ended March 31, 2002 are comprised of management
fees  of approximately $1,498,000, interest income of approximately $137,000 and
$67,000  of  operating  lease income.  Revenues for the three months ended March
31,  2001  were  comprised  primarily  of  management  fees  of  approximately
$2,209,000,  commissions  and  other  fees  of  approximately $185,000, interest
income  of  approximately  $300,000  and operating lease income of approximately
$513,000.

During  the  three  months  ended  March 31, 2002 and 2001, MILPI incurred total
operating  expenses  of  approximately  $885,000  and  $1,895,000, respectively.
Operating  expenses  for  the three months ended March 31, 2002 are comprised of
operations  support  expenses  of  approximately  $815,000  and depreciation and
amortization  of  approximately  $70,000.  For  the three months ended March 31,
2001,  operating  expenses  were  comprised  primarily  of operating expenses of
approximately  $1,652,000  and  depreciation  and  amortization of approximately
$243,000.

MILPI  also  incurred  income tax expense of approximately $264,000 and $254,000
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.


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

Management  fees  for  non-equipment  assets  were  $20,039  and $31,640 for the
quarters  ended  March  31,  2002  and  2001, respectively.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in Kettle Valley was $7,924 for the three months ended March 31, 2001.
This  note  was  repaid  as  of  December  31,  2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  below).  For  the  three  months  ended March 31, 2002 and 2001, the
Trust  recorded  a loss of $99,835 and $58,091, respectively, from its ownership
interest  in Kettle Valley.  These losses represent the Trust's share of the net
losses  of  Kettle  Valley  recorded  under the equity method of accounting.  In
addition,  the  Trust  recorded amortization expense of $16,050 during the three
months  ended  March 31, 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 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 months ended March 31, 2002 and 2001, the Trust recorded income of
1,101,532  and  $1,178,512,  respectively,  from  its  ownership interest in EFG
Kirkwood.  This  income  represents  the  Trust's share of the net income 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
ended March 31, 2002 and 2001 are not indicative of future periods.  These three
month  periods  include  the  periods  of  peak income activity for the resorts.

Mountain  Resort
----------------

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

During  the  three  months  ended March 31, 2002, Mountain Resort recorded total
revenues  of approximately $16,405,000 compared to approximately $16,161,000 for
the  same  period  in 2001.  The increase in total revenues from 2001 to 2002 of
$244,000  is the result an increase in ski-related revenues offset by a decrease
in  residential-related  revenues.

Ski-related  revenues  increased  approximately  $2,304,000.  The  increase  in
ski-related revenues resulted from improved weather conditions during the winter
season,  which  attracted  more  skiers.

Residential-related  and  other  operations  revenues  decreased  approximately
$2,059,000 for the three 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 months ended March 31, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $11,205,000 and $11,283,000, respectively.  The
decrease  in total expenses of approximately $78,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related  expenses.

Ski-related  expenses  increased  approximately  $1,659,000  as  a  result of an
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased approximately $1,737,000 as a result of a
decrease  in cost of sales from condominium units sold in the three months ended
March  31, 2002 as compared to the same period in 2001, as also discussed above.

Mountain  Springs
-----------------

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 months ended March 31, 2002, Purgatory recorded total revenues
of  approximately  $9,403,000 compared to approximately $10,387,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $984,000  is  the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were  approximately $6,109,000 for the three months ended March
31,  2002 compared to approximately $5,978,000 for the same period in 2001.  The
increase in total expenses for the three months ended March 31, 2002 compared to
the same period in 2001 of approximately $131,000 is a result of the decrease in
the  number  of  skiers,  discussed  above.

Kettle  Valley
--------------

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,  consists  of approximately 280 acres of land
that  is  zoned for 1,120 residential units in addition to commercial space.  To
date,  108  residential  units  have been constructed and sold and 11 additional
units  are  under  construction.

During  the  three  months ended March 31, 2002 and 2001, Kettle Valley recorded
revenues  of $248,138 and $619,529, respectively, and incurred total expenses of
$384,827  and  $855,205,  respectively.  The  decrease  in  revenues  and  total
expenses  is  the  result  of  a  decrease  in the number of lot and home sales.


<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.
---------------

After  AFG  Investment  Trust D (the "Trust") filed its quarterly report on Form
10-Q  for the quarter ended March 31, 2002 with the United States Securities and
Exchange  Commission  ("SEC"),  the Trust determined that the amount recorded as
interest expense in its financial statements required revision. As a result, the
financial  statements  as  of and for the quarter ended March 31, 2002 have been
restated  from  amounts  previously reported. The effects of the restatement are
presented  in  Note  1  to  the  accompanying financial statements and have been
reflected  herein. The following should be read in conjunction with the restated
financial  statements  including  the  notes  thereto.  The following discussion
compares  the  restated  March  31,  2002  financial  condition  and  results of
operations  to the March 31, 2001 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  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.  These
estimates  are  based  on  the  Managing  Trustee's historical experience and on
various  other  assumptions  believed  to be reasonable under the circumstances.
Actual  results  may  differ from these estimates under different assumptions or
conditions.  The  Managing  Trustee  believes,  however,  that  the  estimates,
including  those  for  the  above-listed  items,  are  reasonable.

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

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

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

Impairment  of  long-lived  assets:  On  a  regular  basis, the Managing Trustee
-----------------------------------
reviews  the net carrying value of equipment and equity investments to determine
-----
whether it can be recovered from undiscounted future cash flows.  Adjustments to
reduce  the  net  carrying  value  of  long-lived  assets  are recorded in those
instances where estimated net realizable value is considered to be less than net
carrying  value  and  are  reflected separately on the accompanying Statement of
Operations  as write-down of equipment.  Inherent in the Trust's estimate of net
realizable  value  are  assumptions  regarding  estimated future cash flows.  If
these assumptions or estimates change in the future, the Trust could be required
to  record  impairment  charges  for  these  assets.

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

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

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI Holdings, LLC ("MILPI"), which owns 100% of PLM International,
Inc.,  ("PLM") an equipment leasing and asset management company.  From February
2001  to  February  6,  2002,  MILPI,  through  a wholly owned subsidiary, owned
approximately  83%  of  PLM.  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, C & D IT LLC,
and  Kettle  Valley.

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 quarters ended March 31, 2002 and 2001 is summarized
below.
<TABLE>
<CAPTION>


                                            2002         2001
                                           (Restated)
                                         -----------  ----------
<S>                                      <C>          <C>
Total Income (1):
   Equipment leasing                     $ 1,313,335  $ 1,859,154
   Real estate                                     -            -
                                         -----------  -----------
     Total                               $ 1,313,335  $ 1,859,154
                                         ===========  ===========

Operating Expenses, Management Fees
and Other Expenses:
   Equipment leasing                     $   190,433  $   507,374
   Real estate                                20,039       31,640
                                         -----------  -----------
     Total                               $   210,472  $   539,014
                                         ===========  ===========

Interest Expense:
   Equipment leasing                     $   564,503  $   594,576
   Real estate                                 3,226        7,924
                                         -----------  -----------
     Total                               $   567,729  $   602,500
                                         ===========  ===========

Depreciation and Amortization Expense:
   Equipment leasing                     $ 1,211,724  $ 1,334,343
   Real estate                                     -       16,050
                                         -----------  -----------
     Total                               $ 1,211,724  $ 1,350,393
                                         ===========  ===========



 Equity Interests:
   Equipment leasing                     $   223,333  $    40,637
   Real estate                             1,001,697    1,120,421
                                         -----------  -----------
     Total                               $ 1,225,030  $ 1,161,058
                                         ===========  ===========

 Net Income:                             $   548,440  $   528,305
                                         ===========  ===========

 Capital Expenditures:
   Equipment leasing                     $ 1,983,321  $ 7,485,653
   Real estate                             1,000,000            -
                                         -----------  -----------
     Total                               $ 2,983,321  $ 7,485,653
                                         ===========  ===========

 Assets:
   Equipment leasing                     $38,623,557  $48,820,510
   Real estate                             8,219,766    8,114,219
                                         -----------  -----------
     Total                               $46,843,323  $56,934,729
                                         ===========  ===========
</TABLE>


(1)  Includes  equipment  leasing  revenue  of $1,299,953 and $1,334,307 for the
three  months  ended  March  31,  2002  and  2001,  respectively.

Three  months  ended March 31, 2002 compared to the three months ended March 31,
--------------------------------------------------------------------------------
2001:
-----

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

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

For the three months ended March 31, 2002, the Trust recognized lease revenue of
$1,299,953 compared to $1,334,307 for same period in 2000. The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

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

Interest income for the three months ended March 31, 2002 was $4,882 compared to
$73,777  for  the  same  period in 2001.  Interest income is typically generated
from the temporary investment of rental receipts and equipment sales proceeds in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the  three months ended March 31, 2002, the Trust sold fully depreciated
equipment  to existing lessees and third parties.  These sales resulted in a net
gain,  for  financial  statement  purposes,  of $8,500 compared to a net gain of
$411,379  on equipment having a net book value of $21,087 during the same period
in  2001.

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

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

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

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  quarter  ended  March  31,  2001,  the Trust
recognized income of $39,691 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $1,201,511 and $1,321,201 for the three months ended
March 31, 2002 and 2001, respectively.  For financial reporting purposes, to the
extent  that  an  asset is held on primary lease term, the Trust depreciates the
difference  between  (i)  the  cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.  In addition, the Trust recorded amortization expense of $10,213
during each of the three months ended March 31, 2002 and 2001 in connection with
capitalized  deferred  financing  costs.

Interest  expense  on  third  party debt was $564,503 and $594,576 for the three
months  ended  March  31,  2002 and 2001, respectively.  During the three months
ended  March  31,  2002, the Trust also incurred $3,226 of interest expense on a
note  payable to PLM, executed in conjunction with the purchase of the remaining
17%  of  PLM  in February 2002.  Interest expense will decrease in the future as
the  principal  balance  of  notes payable is reduced through the application of
rent  receipts  to  outstanding  debt.

Management  fees  related  to equipment leasing were $88,694 and $66,089 for the
three  months  ended March 31, 2002 and 2001, respectively.  Management fees are
based on 5% of gross lease revenue generated by operating leases and 2% of gross
lease  revenue  generated by full payout leases, subject to certain limitations.

Operating  expenses  were  $101,739  and  $441,285 during the three months ended
March  31,  2002  and  2001, respectively.  In 2001, operating expenses included
approximately  $40,000  for  ongoing  legal  matters, approximately $104,000 for
remarketing  costs related to the re-lease of an aircraft leased to Scandinavian
Airlines System, and also included approximately $121,400 of costs reimbursed to
EFG  as  a result of the successful acquisition of the PLM common stock by MILPI
Acquisition  Corp.  ("MILPI  Acquisition"),  as discussed below.  In conjunction
with  the  acquisition  of  the PLM common stock, EFG became entitled to recover
certain  out  of  pocket  expenses  which  it  had  previously  incurred.  Other
operating  expenses  consist  primarily  of administrative charges, professional
service  costs,  such as audit and legal fees, as well as printing, distribution
and  remarketing  expenses.  The  amount  of future operating expenses cannot be
predicted  with  certainty; however, such expenses are usually higher during the
acquisition  and  liquidation  phases  of a trust.  Other fluctuations typically
occur  in  relation  to  the  volume  and  timing  of  remarketing  activities.

During the three months ended March 31, 2002 and 2001, the Trust recorded income
of  $223,333  and  $40,637,  respectively, from its ownership interest in MILPI.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of  accounting.  The  Trust recorded $2,929 of amortization
expense for the three months ended March 31, 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 believes the adoption of SFAS No. 142 will not
have  a  material  impact  on its financial statements.  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.

MILPI
-----

During  the  three  months  ended  March  31,  2002  and  2001, MILPI recognized
operating  revenues  of  approximately  $1,702,000 and $3,207,000, respectively.
Revenues  for  the three months ended March 31, 2002 are comprised of management
fees  of approximately $1,498,000, interest income of approximately $137,000 and
$67,000  of  operating  lease income.  Revenues for the three months ended March
31,  2001  were  comprised  primarily  of  management  fees  of  approximately
$2,209,000,  commissions  and  other  fees  of  approximately $185,000, interest
income  of  approximately  $300,000  and operating lease income of approximately
$513,000.

During  the  three  months  ended  March 31, 2002 and 2001, MILPI incurred total
operating  expenses  of  approximately  $885,000  and  $1,895,000, respectively.
Operating  expenses  for  the three months ended March 31, 2002 are comprised of
operations  support  expenses  of  approximately  $815,000  and depreciation and
amortization  of  approximately  $70,000.  For  the three months ended March 31,
2001,  operating  expenses  were  comprised  primarily  of operating expenses of
approximately  $1,652,000  and  depreciation  and  amortization of approximately
$243,000.

MILPI  also  incurred  income tax expense of approximately $264,000 and $254,000
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.


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

Management  fees  for  non-equipment  assets  were  $20,039  and $31,640 for the
quarters  ended  March  31,  2002  and  2001, respectively.  Management fees for
non-equipment  assets,  excluding  cash, are 1% of such assets under management.

Interest  expense  on  a  note payable related to the Trust's acquisition of its
interest  in Kettle Valley was $7,924 for the three months ended March 31, 2001.
This  note  was  repaid  as  of  December  31,  2001.

The  Trust  has  an  approximately  49% ownership interest in Kettle Valley (see
discussion  below).  For  the  three  months  ended March 31, 2002 and 2001, the
Trust  recorded  a loss of $99,835 and $58,091, respectively, from its ownership
interest  in Kettle Valley.  These losses represent the Trust's share of the net
losses  of  Kettle  Valley  recorded  under the equity method of accounting.  In
addition,  the  Trust  recorded amortization expense of $16,050 during the three
months  ended  March 31, 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 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 months ended March 31, 2002 and 2001, the Trust recorded income of
1,101,532  and  $1,178,512,  respectively,  from  its  ownership interest in EFG
Kirkwood.  This  income  represents  the  Trust's share of the net income 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
ended March 31, 2002 and 2001 are not indicative of future periods.  These three
month  periods  include  the  periods  of  peak income activity for the resorts.

Mountain  Resort
----------------

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

During  the  three  months  ended March 31, 2002, Mountain Resort recorded total
revenues  of approximately $16,405,000 compared to approximately $16,161,000 for
the  same  period  in 2001.  The increase in total revenues from 2001 to 2002 of
$244,000  is the result an increase in ski-related revenues offset by a decrease
in  residential-related  revenues.

Ski-related  revenues  increased  approximately  $2,304,000.  The  increase  in
ski-related revenues resulted from improved weather conditions during the winter
season,  which  attracted  more  skiers.

Residential-related  and  other  operations  revenues  decreased  approximately
$2,059,000 for the three 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 months ended March 31, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $11,205,000 and $11,283,000, respectively.  The
decrease  in total expenses of approximately $78,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related  expenses.

Ski-related  expenses  increased  approximately  $1,659,000  as  a  result of an
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased approximately $1,737,000 as a result of a
decrease  in cost of sales from condominium units sold in the three months ended
March  31, 2002 as compared to the same period in 2001, as also discussed above.

Mountain  Springs
-----------------

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 months ended March 31, 2002, Purgatory recorded total revenues
of  approximately  $9,403,000 compared to approximately $10,387,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $984,000  is  the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were  approximately $6,109,000 for the three months ended March
31,  2002 compared to approximately $5,978,000 for the same period in 2001.  The
increase in total expenses for the three months ended March 31, 2002 compared to
the same period in 2001 of approximately $131,000 is a result of the decrease in
the  number  of  skiers,  discussed  above.

Kettle  Valley
--------------

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,  consists  of approximately 280 acres of land
that  is  zoned for 1,120 residential units in addition to commercial space.  To
date,  108  residential  units  have been constructed and sold and 11 additional
units  are  under  construction.

During  the  three  months ended March 31, 2002 and 2001, Kettle Valley recorded
revenues  of $248,138 and $619,529, respectively, and incurred total expenses of
$384,827  and  $855,205,  respectively.  The  decrease  in  revenues  and  total
expenses  is  the  result  of  a  decrease  in the number of lot and home sales.


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

The  Trust  by  its  nature  is  a  limited  life entity.  The Trust's principal
operating  activities  derive  from asset rental transactions.  Accordingly, the
Trust's  principal  source of cash from operations is provided by the collection
of  periodic  rents.  These  cash  inflows  are  used  to  satisfy  debt service
obligations  associated  with  leveraged  leases, and to pay management fees and
operating  costs.  Operating  activities  generated net cash inflows of $390,935
and $1,051,642 for the three months ended March 31, 2002 and 2001, respectively.
Future  renewal, re-lease and equipment sale activities will continue to cause a
decline  in  the  Trust's  lease  revenue and corresponding sources of operating
cash.  Expenses associated with rental activities, such as management fees, also
will decline as the Trust remarkets its equipment. The amount of future interest
income  is  expected to fluctuate as a result of changing interest rates and the
level  of  cash  available  for  investment,  among  other  factors.

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  March 31, 2002, the Trust was due aggregate future minimum lease payments of
$6,260,112 from contractual lease agreements, a portion of which will be used to
amortize the principal balance of notes payable of $23,509,976.  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  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) 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%.

At March 31, 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 $2,929 was amortized
during  the  quarter  ended  March 31, 2001.  SFAS No. 142 was effective for the
Trust  as  of  January  1,  2002  and  requires  the  discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002, the date of adoption.  The Trust believes the adoption of SFAS No. 142
will  not  have  a  material  impact  on  its  financial  statements.

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
December  31,  2001.

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  three  months ended March 31, 2002 and 2001, the Trust realized net
cash  proceeds  from  equipment  disposals of $8,500 and $432,466, respectively.
Future  inflows  of cash from equipment disposals will vary in timing and amount
and  will  be  influenced  by  many  factors  including, but not limited to, the
frequency and timing of lease expirations, the type of equipment being sold, its
condition  and  age,  and  future  market  conditions.

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

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

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

The  Trust  obtained  long-term  financing  in connection with certain equipment
leases  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  March  31, 2002, the Trust had third
party  debt  obligations  outstanding totaling $23,509,976.  These notes will be
partially  amortized  by  the remaining contracted lease payments.  However, the
Trust  has  balloon  payment  obligations  of  $15,806,720 and $4,594,449 at the
expiration  of  the  lease  terms  related to its interest in aircraft leased to
Scandinavian  Airlines  System  in  December 2003 and Emery Worldwide originally
scheduled  to expire in July 2002, respectively.  In addition, 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  July  1997,  the  Trust  issued  3,142,083  Class  B  Interests at $5.00 per
interest.  Class  A  Beneficiaries purchased 1,400 Class B Interests, generating
$7,000 of such aggregate capital contributions, and EFG, as Special Beneficiary,
purchased  3,140,683 Class B Interests.  Subsequently, EFG transferred its Class
B  Interests  to  a  special-purpose  company,  Equis  II Corporation.  EFG also
transferred  its  ownership of AFG ASIT Corporation, the Managing Trustee of the
Trust,  to  Equis  II  Corporation. In December 1999, an affiliate of the Trust,
Semele,  purchased  85%  of the common stock of Equis II Corporation, subject to
certain  voting  restrictions with respect to the Class B Interests of the Trust
owned  by  Equis II Corporation.  In May 2000, Semele acquired the remaining 15%
of  the  common  stock of Equis II Corporation and, in November 2000, the voting
restrictions  with  respect  to  the  Class  B  Interests were terminated.  As a
result,  Semele  has  voting  control  over  the  Trust.  The  former  majority
stockholders of Equis II Corporation, Gary D. Engle and James A. Coyne, are both
members of the Board of Directors of, and collectively control a majority of the
stock in, Semele. Mr. Engle is Semele's Chairman and Chief Executive Officer and
Mr.  Coyne  is  Semele's  President  and  Chief  Operating  Officer.

The  proceeds  from the Class B offering were intended to be used principally to
repurchase  a  portion of the Trust's Class A Beneficiary Interests and to pay a
one-time special cash distribution of $3,075,818 ($1.47 per Class A Interest) to
the  Trust's  Class  A  Beneficiaries.  That distribution was paid on August 15,
1997.  The  remainder of the offering proceeds was classified as restricted cash
pending  its  use  for  the repurchase of Class A Interests or its return to the
Class  B  Interest  holders.  On August 7, 1997, the Trust commenced an offer to
purchase  up  to  45%  of  the  outstanding Class A Beneficiary Interests of the
Trust.  On  October  10,  1997,  the  Trust  used $1,606,322 of the net proceeds
realized  from  the issuance of the Class B Interests to purchase 153,275 of the
Class  A  Interests  tendered  as  a result of the offer. On April 28, 1998, the
Trust  purchased 1,000 additional Class A Interests at a cost of $9,000. On July
6,  1998,  the  Trust  used $5,601,790 of the Class B offering proceeds to pay a
capital  distribution  to  the  Class  B  Beneficiaries. In July 1999, the Trust
distributed  $1,572,405,  including  legal  fees  of $84,520 paid to Plaintiffs'
counsel,  as a special cash distribution ($0.77 per unit, net of legal fees). In
addition,  Equis  II  Corporation  agreed  to  commit  $3,537,910 of the Class B
Capital  Contributions  (the  remaining  balance  of the restricted cash) to the
Trust  for  the  Trust's  investment  purposes.

After  the  amendment  of  the  Trust  Agreement  in  1998, the Managing Trustee
evaluated  and  pursued a number of potential new acquisitions, several of which
the  Managing  Trustee  concluded  had market returns that it believed were less
than  adequate  given  the  potential  risks.  Most  transactions  involved  the
equipment  leasing,  business  finance  and  real estate development industries.
Although,  at  the  time,  the Managing Trustee intended to continue to evaluate
additional  new investments, it anticipated that the Trust would be able to fund
these  new  investments with cash on hand or other sources, such as the proceeds
from future asset sales or refinancings and new indebtedness.   As a result, the
Trust  declared a special cash distribution during the fourth quarter of 1999 to
the  Trust  Beneficiaries  totaling  $13,200,000,  which was paid on January 19,
2000.

After  the  special  distribution  on  January 19, 2000, the Trust adopted a new
distribution  policy  and  suspended  the  payment  of  regular  monthly  cash
distributions.  The  Managing  Trustee  does  not  expect  to  reinstate  cash
distributions  until  expiration  of the Trust's reinvestment period in December
2002;  however, the Managing Trustee periodically will review and consider other
one-time  distributions.  In  addition  to  maintaining  sales  proceeds  for
reinvestment,  the Managing Trustee expects that the Trust will retain cash from
operations and future sales and refinancings to fully retire its debt obligation
and  for  the  continued  maintenance  of  the  Trust's  assets.

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

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

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

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

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

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

The  Trust's  notes payable include a note with a fixed interest rate of 9.176%.
The  fair market value of fixed interest rate debt may be adversely impacted due
to  a  decrease  in interest rates.  The effect of interest rate fluctuations on
the  Trust  during  the  three  months  ended  March  31, 2002 was not material.


<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:  None

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


     Item  6(a).     Exhibits
     .     Response:

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

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

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







<PAGE>
                                 SIGNATURE PAGE



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


                             AFG Investment Trust 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.
          (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;






                    /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;



                    /s/  Richard  K  Brock
                    ----------------------
                    Richard  K  Brock
Chief  Financial  Officer  and  Treasurer  of  AFG  ASIT  Corp.,
the  Managing  Trustee  of  the  Trust
(Principal  Financial  and  Accounting  Officer)
                                     November  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