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

                                    FORM 10-K

(Mark One)

[XX]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996

                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________ to _________________

Commission file number 0-15621


                      American Income 5 Limited Partnership
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Massachusetts                                           04-2917026
---------------------------------------------------          -------------------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

98 North Washington Street, Fifth Floor, Boston, MA                 02114
---------------------------------------------------          -------------------
(Address of principal executive offices)                          (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act None

     Title of each class            Name of each exchange on which registered

______________________________    ______________________________________________

______________________________    ______________________________________________

Securities registered pursuant to Section 12(g) of the Act:

             71,295 Units Representing Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)

________________________________________________________________________________
                                (Title of Class)

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 |_|

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. Not applicable Securities are nonvoting for this purpose. Refer
to Item 12 for further information.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the Registrant's Annual Report to security holders
              for the year ended December 31, 1996 (Part I and II)
<PAGE>

                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

                                    FORM 10-K

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I

ITEM 1.   BUSINESS                                                             3

ITEM 2.   PROPERTIES                                                           5

ITEM 3.   LEGAL PROCEEDINGS                                                    5

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  5

                                     PART II

ITEM 5.   MARKET FOR THE PARTNERSHIP'S SECURITIES AND
          RELATED SECURITY HOLDER MATTERS                                      6

ITEM 6.   SELECTED FINANCIAL DATA                                              8

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                  8

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                          8

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                                  8

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP                  9

ITEM 11.  EXECUTIVE COMPENSATION                                              11

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      12

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      12

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
          ON FORM 8-K                                                      15-16
<PAGE>

                                     PART I

ITEM 1. BUSINESS.

(a)    General Development of Business

       AMERICAN INCOME 5 LIMITED PARTNERSHIP (the Partnership) was organized as
       a limited partnership under the Massachusetts Uniform Limited Partnership
       Act (the Uniform Act) on April 15, 1986, for the purpose of acquiring and
       leasing to third parties a diversified portfolio of capital equipment. On
       June 27, 1986, the Partnership issued 71,295 limited partnership units
       (the Units) to 1,491 Limited Partners, including four Units purchased by
       its Initial Limited Partner, Daniel J. Roggemann. In accordance with the
       Amended and Restated Agreement and Certificate of Limited Partnership
       (the Restated Agreement, as amended), American Finance Group (AFG), a
       Massachusetts general partnership, which subsequently became Equis
       Financial Group Limited Partnership (collectively referred to herein as
       AFG), purchased 1,783 Units, representing 2.5% ($445,750) of total
       capital contributions received by the Partnership at its inception. In
       1995, AFG tendered all of its Units to Atlantic Acquisition Limited
       Partnership (See Item 13 herein.). On December 31, 1996, the General
       Partner of the Partnership caused the Restated Agreement, as amended to
       be canceled by filing a Certificate of Cancellation with the
       Massachusetts Secretary under the Uniform Act. Accordingly, the
       Partnership was dissolved on December 31, 1996.

       Partners' capital initially consisted of contributions of $1,000 from the
       General Partner (AFG Leasing Associates II, a Massachusetts general
       partnership) and $1,000 from the Initial Limited Partner. The General
       Partner originally had the following five general partners: AFG Leasing
       Incorporated, a Massachusetts corporation and wholly-owned subsidiary of
       AFG, Kestutis J. Makaitis, Daniel J. Roggemann, Martin F. Laughlin, and
       Geoffrey A. MacDonald. Messrs. Makaitis, Roggemann, and Laughlin each
       subsequently elected to withdraw as Individual General Partners. In
       connection with the Partnership's wind-up and dissolution, the General
       Partner interests of AFG Leasing Associates II, including the Individual
       General Partner interest owned by Geoffrey A. MacDonald, were transferred
       to AFG Leasing IV Incorporated, resulting in AFG Leasing IV Incorporated
       and AFG Leasing Incorporated becoming the two general partners of AFG
       Leasing Associates II. AFG Leasing Incorporated thereupon was merged with
       and into AFG Leasing IV Incorporated. Accordingly, effective October 17,
       1996, AFG Leasing IV Incorporated became the sole General Partner of the
       Partnership. AFG Leasing IV Incorporated is a Massachusetts corporation
       established in 1987 and a wholly owned subsidiary of AFG and is also the
       general partner or the managing general partner of certain affiliated
       partnerships sponsored by AFG.

(b)    Financial Information About Industry Segments

       The Partnership was engaged in only one industry segment: the business of
       acquiring capital equipment and leasing the equipment to creditworthy
       lessees on a full payout or operating lease basis. (Full payout leases
       are those in which aggregate noncancellable rents exceed the Purchase
       Price of the leased equipment. Operating leases are those in which the
       aggregate noncancellable rental payments are less than the Purchase Price
       of the leased equipment.) Industry segment data is not applicable.


                                       3
<PAGE>

(c)    Narrative Description of Business

       The Partnership was organized to acquire a diversified portfolio of
       capital equipment subject to various full payout and operating leases and
       to lease the equipment to third parties as income-producing investments.
       More specifically, the Partnership's primary investment objectives were
       to acquire and lease equipment which would:

       1.  Generate quarterly cash distributions; and

       2.  Maintain substantial residual value for ultimate sale.

       The Partnership had the additional objective of providing certain federal
       income tax benefits.

       The Closing Date of the Offering of Units of the Partnership was June 27,
       1986. The initial purchase of equipment and the associated lease
       commitments occurred on June 30, 1986. The Partnership completed the
       disposition of its entire equipment portfolio on September 30, 1996 and
       the dissolution of the Partnership occurred on December 31, 1996.

       The Partnership had no employees; however, it entered into a Management
       Agreement with AFG (the Manager) coincident with the commencement of
       operations. The Manager's role, among other things, was to (i) evaluate,
       select, negotiate, and consummate the acquisition of equipment, (ii)
       manage the leasing, re-leasing, financing, and refinancing of equipment,
       and (iii) arrange the resale of equipment. The Manager was compensated
       for such services as described in the Restated Agreement, as amended,
       Item 13 herein, and in Note 4 to the financial statements included in
       Item 14, herein.

       The Partnership's investment in equipment was subject to various risks,
       including physical deterioration, technological obsolescence and defaults
       by lessees. A principal business risk of owning and leasing equipment is
       the possibility that aggregate lease revenues and equipment sale proceeds
       will be insufficient to provide an acceptable rate of return on invested
       capital after payment of all debt service costs and operating expenses.
       Consequently, the success of the Partnership was largely dependent upon
       the ability of the General Partner and its Affiliates to forecast
       technological advances, the ability of the lessees to fulfill their lease
       obligations and the quality and marketability of the equipment at the
       time of sale.

       Revenue from major individual lessees which accounted for 10% or more of
       lease revenue during the years ended December 31, 1996, 1995 and 1994 is
       incorporated herein by reference to Note 2 to the financial statements in
       the 1996 Annual Report. Refer to Item 14(a)(3) for lease agreements filed
       with the Securities and Exchange Commission.

       Equis Financial Group Limited Partnership (Equis) is a Massachusetts
       partnership formerly known as American Finance Group (AFG). AFG was
       established in 1988 as a Massachusetts general partnership and succeeded
       American Finance Group, Inc., a Massachusetts corporation organized in
       1980. Equis and its subsidiaries (collectively, the Company) are engaged
       in various aspects of the equipment leasing business, including Equis'
       role as Equipment Manager or Advisor to the Partnership and several other
       Direct-Participation equipment leasing programs sponsored or co-sponsored
       by AFG (the Other Investment Programs). The Company arranges to broker or
       originate equipment leases, acts as remarketing agent and asset manager,
       and provides leasing support services, such as billing, collecting and
       asset tracking.


                                       4
<PAGE>

       The general partner of Equis, with a 1% controlling interest, is Equis
       Corporation, a Massachusetts corporation owned and controlled entirely by
       Gary D. Engle, its President and Chief Executive Officer. Equis
       Corporation also owns a controlling 1% general partner interest in Equis'
       99% limited partner, GDE Acquisition Limited Partnership (GDE LP). Equis
       Corporation and GDE LP were established in December 1994 by Mr. Engle for
       the sole purpose of acquiring the business of AFG.

       In January 1996, the Company sold certain assets of AFG relating
       primarily to the business of originating new leases, and the name
       "American Finance Group," and its acronym to a third party (the Buyer).
       AFG changed its name to Equis Financial Group Limited Partnership after
       the sale was concluded. Pursuant to terms of the sale agreements, Equis
       agreed not to compete with the Buyer's lease origination business for a
       period of five years; however, Equis is permitted to originate certain
       equipment leases, principally those involving noninvestment grade lessees
       and ocean-going vessels, which are not in competition with the Buyer. In
       addition, the sale agreements specifically reserved to Equis the rights
       to continue using the name American Finance Group and its acronym in
       connection with the Partnership and the Other Investment Programs and to
       continue managing all assets owned by the Partnership and the Other
       Investment Programs, including the right to satisfy all required
       equipment acquisitions utilizing either brokers or the Buyer. Geoffrey A.
       MacDonald, Chairman of Equis Corporation and Gary D. Engle agreed not to
       compete with the sold business on terms and conditions similar to those
       for the Company.

(d)    Financial Information About Foreign and Domestic Operations and Export
       Sales

       Not applicable.

ITEM 2. PROPERTIES.

None.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which the Partnership is a
party or which involve any of its equipment or leases.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


                                       5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER 
        MATTERS.

(a)    Market Information

       There was no public market for the resale of the Units.

(b)    Approximate Number of Security Holders

       At December 31, 1996, there were no recordholders of Units in the
       Partnership.

(c)    Dividend History and Restrictions

       Pursuant to Article VI of the Restated Agreement, as amended, the
       Partnership's Distributable Cash From Operations and Distributable Cash
       From Sales or Refinancings were determined and distributed to the
       Partners quarterly.

       Distributions in 1996 and 1995 were as follows:

                                                         GENERAL       LIMITED
                                           TOTAL         PARTNER       PARTNERS

Total 1996 distributions                $3,102,052     $   31,021     $3,071,031

Total 1995 distributions                   900,189          9,002        891,187
                                        ----------     ----------     ----------
         Total                          $4,002,241     $   40,023     $3,962,218
                                        ==========     ==========     ==========

       Distributions payable at December 31, 1995 were $180,038. There were no
       distributions payable at December 31, 1996.

       Distributable Cash From Operations means the net cash provided by the
       Partnership's normal operations after general expenses and current
       liabilities of the Partnership are paid, reduced by any reserves for
       working capital and contingent liabilities to be funded from such cash,
       to the extent deemed reasonable by the General Partner, and increased by
       any portion of such reserves deemed by the General Partner not to be
       required for Partnership operations and reduced by all accrued and unpaid
       Equipment Management Fees and, after Payout, further reduced by all
       accrued and unpaid Subordinated Remarketing Fees. Distributable Cash From
       Operations does not include any Distributable Cash From Sales or
       Refinancings.


                                       6
<PAGE>

       Distributable Cash From Sales or Refinancings means Cash From Sales or
       Refinancings as reduced by (i)(a) amounts realized from any loss or
       destruction of equipment which the General Partner determines shall be
       reinvested in similar equipment for the remainder of the original lease
       term of the lost or destroyed equipment, or in isolated instances, in
       other equipment, if the General Partner determines that investment of
       such proceeds will significantly improve the diversity of the
       Partnership's equipment portfolio, and subject in either case to
       satisfaction of all existing indebtedness secured by such equipment to
       the extent deemed necessary or appropriate by the General Partner, and
       (b) the proceeds from the sale of an interest in equipment pursuant to
       any agreement governing a joint venture which the General Partner
       determines will be invested in additional equipment or interests in
       equipment and which ultimately are so reinvested and (ii) any accrued and
       unpaid Equipment Management Fees and, after Payout, any accrued and
       unpaid Subordinated Remarketing Fees.

       Cash From Sales or Refinancings means cash received by the Partnership
       from sale or refinancing transactions, as reduced by (i)(a) all debts and
       liabilities of the Partnership required to be paid as a result of sale or
       refinancing transactions, whether or not then due and payable (including
       any liabilities on an item of equipment sold which are not assumed by the
       buyer and any remarketing fees required to be paid to persons not
       affiliated with the General Partner, but not including any Subordinated
       Remarketing Fees whether or not then due and payable) and (b) any
       reserves for working capital and contingent liabilities funded from such
       cash to the extent deemed reasonable by the General Partner and (ii)
       increased by any portion of such reserves deemed by the General Partner
       not to be required for Partnership operations. In the event the
       Partnership accepts a note in connection with any sale or refinancing
       transaction, all payments subsequently received in cash by the
       Partnership with respect to such note shall be included in Cash From
       Sales or Refinancings, regardless of the treatment of such payments by
       the Partnership for tax or accounting purposes. If the Partnership
       receives purchase money obligations in payment for equipment sold, which
       are secured by liens on such equipment, the amount of such obligations
       shall not be included in Cash From Sales or Refinancings until the
       obligations are fully satisfied.

       Each distribution of Distributable Cash From Operations and Distributable
       Cash From Sales or Refinancings of the Partnership shall be made 99% to
       the Limited Partners and 1% to the General Partner before Payout and 85%
       to the Limited Partners and 15% to the General Partner after Payout.

       Payout is defined as the first time when the aggregate amount of all
       distributions to the Limited Partners of Distributable Cash From
       Operations and Distributable Cash From Sales or Refinancings equals the
       aggregate amount of the Limited Partners' original capital contributions
       plus a cumulative annual return of 10% (compounded daily and calculated
       beginning with the Partnership's Closing Date) on their aggregate
       unreturned capital contributions. For purposes of this definition,
       capital contributions shall be deemed to have been returned only to the
       extent that distributions of cash to the Limited Partners exceed the
       amount required to satisfy the cumulative annual return of 10%
       (compounded daily) on the Limited Partners' aggregate unreturned capital
       contributions, such calculation to be based on the aggregate unreturned
       capital contributions outstanding on the first day of each fiscal
       quarter. The Partnership did not achieve Payout.

       Distributable Cash From Operations and Distributable Cash From Sales or
       Refinancings (Distributions) were distributed within 60 days after the
       completion of each quarter, beginning with the first full fiscal quarter
       following the Partnership's Closing Date. The Partnership has distributed
       $20,489,786 to the Limited Partners and $206,968 to the General Partner
       since inception. Substantially all of the distributions to the Limited
       Partners represent a return of capital.


                                       7
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA.

Incorporated herein by reference to the section entitled Selected Financial Data
in the 1996 Annual Report.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.

Incorporated herein by reference to the section entitled Management's Discussion
and Analysis of Financial Condition and Results of Operations in the 1996 Annual
Report.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Incorporated herein by reference to the financial statements and supplementary
data included in the 1996 Annual Report.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.

None.


                                       8
<PAGE>

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.

(a-b)  Identification of Directors and Executive Officers

       The Partnership has had no Directors or Officers. As indicated in Item 1
       of this report, AFG Leasing IV Incorporated was the sole General Partner
       of the Partnership. Under the Restated Agreement, as amended, the General
       Partner was responsible for the operation of the Partnership's properties
       and the Limited Partners have had no right to participate in the control
       of such operations. The names, titles and ages of the Directors and
       Executive Officers of the General Partner of the Partnership as of March
       15, 1997 were as follows:

                     DIRECTORS AND EXECUTIVE OFFICERS OF THE
                GENERAL PARTNER OF THE PARTNERSHIP (SEE ITEM 13)

         NAME                          TITLE                 AGE      TERM

Geoffrey A. MacDonald    Chairman, and a member of the        48   Until a
                         Executive Committee of Equis and          successor is
                         President and a Director of the           duly elected
                         General Partner                           and qualified

Gary D. Engle            President and Chief Executive
                         Officer 48 and a member of the
                         Executive Committee of Equis

Gary M. Romano           Executive Vice President and Chief   37
                         Operating Officer of Equis and
                         Clerk of the General Partner

Michael J. Butterfield   Vice President, Finance and          37
                         Treasurer of Equis and Treasurer
                         of the General Partner

James F. Livesey         Vice President, Aircraft and         47
                         Vessels of Equis

Sandra L. Simonsen       Senior Vice President, Information   46
                         Systems of Equis

Gail D. Ofgant           Vice President, Lease Operations of  31
                         Equis

(c)  Identification of Certain Significant Persons

     None.


                                        9
<PAGE>

(d)    Family Relationship

       No family relationship exists among any of the foregoing Partners,
       Directors or Executive Officers.

(e)    Business Experience

       Mr. MacDonald, age 48, is a co-founder of Equis' predecessor, AFG,
       Chairman and a member of the Executive Committee of Equis and President
       and a Director of the General Partner. Mr. MacDonald served as a
       co-founder, Director and Senior Vice President of AFG's predecessor
       corporation from 1980 to 1988. Mr. MacDonald is Vice President of
       American Finance Group Securities Corp. and a limited partner in Atlantic
       Acquisition Limited Partnership (AALP). Prior to co-founding AFG's
       predecessor, Mr. MacDonald held various executive and management
       positions in the leasing and pharmaceutical industries. Mr. MacDonald
       holds an M.B.A. from Boston College and a B.A. degree from the University
       of Massachusetts (Amherst).

       Mr. Engle, age 48, is President and Chief Executive Officer and a member
       of the Executive Committee of Equis and President of AFG Realty
       Corporation. Mr. Engle is Vice President and a Director of certain of
       Equis' affiliates. On December 16, 1994, Mr. Engle acquired control of
       AFG, the General Partner and each of AFG's subsidiaries. Mr. Engle
       controls the general partner of AALP and is also a limited partner in
       AALP. From 1987 to 1990, Mr. Engle was a principal and co-founder of Cobb
       Partners Development, Inc., a real estate and mortgage banking company.
       From 1980 to 1987, Mr. Engle was Senior Vice President and Chief
       Financial Officer of Arvida Disney Company, a large-scale community
       development company owned by Walt Disney Company. Prior to 1980, Mr.
       Engle served in various management consulting and institutional brokerage
       capacities. Mr. Engle has an M.B.A. from Harvard University and a B.S.
       degree from the University of Massachusetts (Amherst).

       Mr. Romano, age 37, is Executive Vice President and Chief Operating
       Officer of Equis and certain of its affiliates and Clerk of the General
       Partner. Mr. Romano joined AFG in November 1989 and was appointed
       Executive Vice President and Chief Operating Officer in April 1996. Prior
       to joining AFG, Mr. Romano was Assistant Controller for a privately-held
       real estate company which he joined in 1987. Mr. Romano held audit staff
       and manager positions at Ernst & Whinney from 1982 to 1986. Mr. Romano is
       a C.P.A. and holds a B.S. degree from Boston College.

       Mr. Butterfield, age 37, is Vice President, Finance and Treasurer of
       Equis and Treasurer of the General Partner. Mr. Butterfield joined AFG in
       June 1992 and was appointed Vice President, Finance and Treasurer in
       April 1996. Prior to joining AFG, Mr. Butterfield was an Audit Manager
       with Ernst & Young LLP, which he joined in 1987. Mr. Butterfield was
       employed in public accounting and industry positions in New Zealand and
       London (U.K.) prior to coming to the United States in 1987. Mr.
       Butterfield attained his Associate Chartered Accountant (A.C.A.)
       professional qualification in New Zealand and has completed his C.P.A.
       requirements in the United States. He holds a Bachelor of Commerce degree
       from the University of Otago, Dunedin, New Zealand.

       Mr. Livesey, age 47, is Vice President, Aircraft and Vessels, of Equis.
       Mr. Livesey joined AFG in October 1989, and was promoted to Vice
       President in January 1992. Prior to joining AFG, Mr. Livesey held sales
       and marketing positions with two privately-held equipment leasing firms.
       Mr. Livesey holds an M.B.A. from Boston College and B.A. degree from
       Stonehill College.


                                       10
<PAGE>

       Ms. Simonsen, age 46, joined AFG in February 1990 and was promoted to
       Senior Vice President, Information Systems of Equis in April 1996. Prior
       to joining AFG, Ms. Simonsen was Vice President, Information Systems with
       Investors Mortgage Insurance Company which she joined in 1973. Ms.
       Simonsen provided systems consulting for a subsidiary of American
       International Group and authored a software program published by IBM. Ms.
       Simonsen holds a B.A. degree from Wilson College.

       Ms. Ofgant, age 31, is Vice President, Lease Operations of Equis and
       certain of its affiliates. Ms. Ofgant joined AFG in June 1989, and was
       promoted to Manager, Lease Operations in April 1994. In April 1996, Ms.
       Ofgant was appointed Vice President, Lease Operations. Prior to joining
       AFG, Ms. Ofgant was employed by Security Pacific National Trust Company.
       Ms. Ofgant holds a B.S. degree in Finance from Providence College.

(f)    Involvement in Certain Legal Proceedings

       None.

(g)    Promoters and Control Persons

       See Item 10 (a-b) above.

ITEM 11.   EXECUTIVE COMPENSATION.

(a)    Cash Compensation

       The Partnership had no employees. However, under the terms of the
       Restated Agreement, as amended, the Partnership was obligated to pay all
       costs of personnel employed full or part-time by the Partnership,
       including officers or employees of the General Partner or its Affiliates.
       The Partnership did not pay any options, warrants or rights to the
       officers or employees of the General Partner or its Affiliates.

(b)    Compensation Pursuant to Plans

       None.

(c)    Other Compensation

       Although the Partnership had no employees, as discussed in Item 11(a),
       pursuant to Section 9.4 of the Restated Agreement, as amended, the
       Partnership incurred a monthly charge for personnel costs of the Manager
       for persons engaged in providing administrative services to the
       Partnership. A description of the remuneration paid by the Partnership to
       the Manager for such services is included in Item 13, herein and in Note
       4 to the financial statements included in Item 14, herein.

(d)    Compensation of Directors

       None.


                                       11
<PAGE>

(e)    Termination of Employment and Change of Control Arrangement

       There exists no remuneration plan or arrangement with any partners of the
       General Partner or its Affiliates which would have resulted from their
       resignation, retirement or any other termination.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

By virtue of its organization as a limited partnership, the Partnership had
outstanding no securities possessing traditional voting rights. However, as
provided in Section 11.2(a) of the Restated Agreement, as amended (subject to
Sections 11.2(b) and 11.3), a majority interest of the Limited Partners had
voting rights with respect to:

1.   Amendment of the Restated Agreement;

2.   Termination of the Partnership;

3.   Removal of the General Partner; and

4.   Approval or disapproval of the sale of all, or substantially all, of the
     assets of the Partnership (except in the orderly liquidation of the
     Partnership upon its termination and dissolution).

The ownership and organization of AFG is described in Item 1 of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The General Partner of the Partnership is AFG Leasing IV Incorporated, an
affiliate of AFG.

(a)    Transactions with Management and Others

       All operating expenses incurred by the Partnership were paid by AFG on
       behalf of the Partnership and AFG was reimbursed at its actual cost for
       such expenditures. Fees and other costs incurred during each of the three
       years in the period ended December 31, 1996, which were paid or accrued
       by the Partnership to AFG or its Affiliates, are as follows:

                                                1996         1995         1994

Equipment management fees                     $ 37,610     $ 67,246     $ 81,024
Administrative charges                          28,972       16,128       12,000
Reimbursable operating expenses
   due to third parties                        161,729       62,211       49,526
                                              --------     --------     --------
         Total                                $228,311     $145,585     $142,550
                                              ========     ========     ========

       As provided under the terms of the Management Agreement, AFG was
       compensated for its services to the Partnership. Such services included
       all aspects of acquisition, management and sale of equipment. For
       acquisition services, AFG was compensated by an amount equal to 4.75% of
       Equipment Base Price paid by the Partnership. For management services,
       AFG was compensated by an amount equal to the


                                       12
<PAGE>

       lesser of (i) 5% of gross lease rental revenues earned by the Partnership
       or (ii) fees which the General Partner reasonably believed to be
       competitive for similar services for similar equipment. Both of these
       fees were subject to certain limitations defined in the Management
       Agreement. As Payout was not achieved, AFG received no compensation for
       services connected to the sale of equipment, under its subordinated
       remarketing agreement.

       Administrative charges represent amounts owed to AFG, pursuant to Section
       9.4 of the Restated Agreement, as amended, for persons employed by AFG
       who were engaged in providing administrative services to the Partnership.
       Reimbursable operating expenses due to third parties represent costs paid
       by AFG on behalf of the Partnership which were reimbursed to AFG.

       All equipment was purchased from AFG, one of its affiliates, including
       other equipment leasing programs sponsored by AFG, or from third-party
       sellers. The Partnership's Purchase Price was determined by the method
       described in Note 2 to the financial statements, included in Item 14,
       herein.

       All rents and proceeds from the sale of equipment were paid directly to
       either AFG or to a lender. AFG temporarily deposited collected funds in a
       separate interest-bearing escrow account prior to remittance to the
       Partnership.

       On August 18, 1995, Atlantic Acquisition Limited Partnership (AALP), a
       newly formed Massachusetts limited partnership owned and controlled by
       certain principals of AFG, commenced a voluntary cash Tender Offer (the
       Offer) for up to approximately 45% of the outstanding units of limited
       partner interest in this Partnership and 20 affiliated partnerships
       sponsored and managed by AFG. The Offer was subsequently amended and
       supplemented in order to provide additional disclosure to unitholders;
       increase the offer price; reduce the number of units sought to
       approximately 35% of the outstanding units; and extend the expiration
       date of the Offer to October 20, 1995. Following commencement of the
       Offer, certain legal actions were initiated by interested persons against
       AALP, each of the general partners (4 in total) of the 21 affected
       programs, and various other affiliates and related parties. One action, a
       class action brought in the United States District Court for the District
       of Massachusetts (the Court) on behalf of the unitholders (limited
       partners), sought to enjoin the Offer and obtain unspecified monetary
       damages. A settlement of this litigation was approved by the Court on
       November 15, 1995. The Plaintiffs filed an appeal in this matter. On
       November 26, 1996, the United States Court of Appeals for the First
       Circuit handed down a decision affirming the Court's approval of the
       settlement. A second class action, brought in the Superior Court of the
       Commonwealth of Massachusetts (the Superior Court) seeking to enjoin the
       Offer, obtain unspecified monetary damages, and intervene in the first
       class action, was dismissed by the Superior Court. The limited partners
       of the Partnership tendered 10,407 units or 14.6% of the total
       outstanding units of the Partnership to AALP. In September 1996, AALP
       sold these units to Equis for $496,170.

       On September 30, 1996, the Partnership sold all of its remaining
       equipment assets. The remarketing effort, described in Notes 1 and 4 to
       the financial statements, was undertaken jointly by 15 individual
       equipment leasing programs, consisting of the Partnership and 14
       affiliated partnerships (Other Affected Partnerships). Thirteen of the
       programs, including the Partnership, sold all of their equipment assets
       (the Liquidated Programs); and two programs sold only their proportionate
       ownership interests in certain assets owned jointly with one or more of
       the Liquidated Programs (collectively, the Sale Assets). Substantially
       all of the Partnership's equipment assets of material value represented
       partial ownership interests whereby the Partnership owned less than a
       100% interest in the equipment it sold. The remaining interests in such
       assets were owned by one or more of the Other Affected Partnerships.


                                       13
<PAGE>

       Ultimately, the Sale Assets were sold for an aggregate adjusted sale
       price of approximately $32,997,000, of which the Partnership's
       proportionate share, net of associated costs, was determined to be
       $2,931,004. The Partnership's proportionate share in this transaction was
       net of certain third-party advisory fees incurred in connection with the
       equipment sale.

       RSL Finance Limited Partnership II (the Buyer) is a limited partnership
       established to acquire the Sale Assets and has no direct affiliation with
       the Partnership, the Other Affected Partnerships, the General Partner or
       AFG. The sole general partner of the Buyer is RSL Holdings, Inc. (RSL).
       An affiliate of RSL purchased a significant limited partnership interest
       in a direct-participation equipment leasing program co-sponsored by AFG
       in 1992. AFG acquired this interest in 1993 for cash and assumption of
       indebtedness. There have been no other business dealings between the
       Buyer and AFG and their affiliates.

       On October 10, 1996, the General Partner entered into a Cross Partnership
       Agreement (the Agreement) with the general partners of certain of the
       Other Affected Partnerships participating in the sale transaction
       described above. Pursuant to the Agreement, the Partnership and each of
       the other partnerships agreed to set aside a contingency reserve for
       future liabilities. The Agreement provides that obligations of any
       individual partnership which are not associated with the sale transaction
       will directly reduce that partnership's reserve balance, whereas costs
       pertaining to the sale transaction will be allocated against the reserve
       balances of the Partnership and each of the other partnerships on a
       proportionate basis. If the reserve balance of the Partnership is
       depleted to zero, the reserve balances contributed by the other
       partnerships will be debited on a proportionate basis to cover the
       deficit. If the reserve balances of any one of the other partnerships is
       depleted to zero, the reserve balance of the Partnership and any other
       partnerships having a positive reserve balance shall be debited on a
       proportionate basis to cover the deficit. Upon termination of the
       Agreement, any remaining monies will be distributed to the partners of
       those partnerships with positive reserve balances. At December 31, 1996,
       the Partnership had a contingency reserve balance of $307,119. To the
       extent that this contingency reserve is not necessary to satisfy any
       unforeseen liabilities of the Partnership, it will be remitted to the
       Partners.

(b)    Certain Business Relationships

       None.

(c)    Indebtedness of Management to the Partnership

       None.

(d)    Transactions with Promoters

       See Item 13(a) above.


                                       14
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)    Documents filed as part of this report:

       (1)    Financial Statements:                                          *

              Report of Independent Auditors                                 *

              Statement of Financial Position at December 31, 1995           *

              Statement of Changes in Net Assets in Liquidation for 
              the Period October 1, 1996 to December 31, 1996                *

              Statement of Operations for the Period January 1, 1996
              to September 30, 1996 and for the Years Ended
              December 31, 1995 and 1994                                     *

              Statement of Changes in Partners' Capital for the Period
              January 1, 1996 to September 30, 1996 and for the Years
              Ended December 31, 1995 and 1994                               *

              Statement of Cash Flows for the Period January 1, 1996
              to September 30, 1996 and for the Years Ended
              December 31, 1995 and 1994                                     *

              Notes to the Financial Statements                              *

       (2)    Financial Statement Schedules:

              None required.

       (3)    Exhibits:
                 Except as set forth below, all Exhibits to Form 10-K, as
                 set forth in Item 601 of Regulation S-K, are not
                 applicable.

*  Incorporated herein by reference to the appropriate portion of the 1996
   Annual Report to security holders for the year ended December 31, 1996.
   (See Part II).


                                       15
<PAGE>

EXHIBIT
NUMBER

   4      Amended and Restated Agreement and Certificate of Limited Partnership
          included as Exhibit A to the Prospectus which is included in
          Registration Statement on Form S-1 (No. 33-1190).
  
  13      The 1996 Annual Report to security holders, a copy of which is
          furnished for the information of the Securities and Exchange
          Commission. Such Report, except for those portions thereof which are
          incorporated herein by reference, is not deemed filed with the
          Commission.
  
  23      Consent of Independent Auditors.
  
  99(a)   Lease agreement with United Technologies Corporation, was filed in the
          Registrant's Annual Report on form 10-K for the year ended December
          31, 1989 as Exhibit 28(a) and is incorporated herein by reference.
  
  99(b)   Lease agreement with Northwest Airlines, Inc., was filed in the
          Registrant's Annual Report on Form 10-K for the year ended December
          31, 1989 as Exhibit 28(b) and is incorporated herein by reference.
  
  99(c)   Lease agreement with Comair, Inc., was filed in the Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1995 as
          Exhibit 99(c) and is incorporated herein by reference.

(b)    Reports on Form 8-K

       Report on Form 8-K was filed on October 3, 1996 describing the
       remarketing process and terms of sale.


                                       16

<PAGE>

                                                                      EXHIBIT 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of American Income 5 Limited Partnership of our report dated March 7, 1997,
included in the 1996 Annual Report to the Partners of American Income 5 Limited
Partnership.

                                                        ERNST & YOUNG LLP

Boston, Massachusetts
March 7, 1997

                                       17





<PAGE>

                                   SIGNATURES

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

                      AMERICAN INCOME 5 LIMITED PARTNERSHIP


By:  AFG Leasing IV Incorporated,
a Massachusetts corporation and the
General Partner of the Registrant.


By:  /s/ Geoffrey A. MacDonald                 By:  /s/ Gary D. Engle
     ---------------------------                    ---------------------------
Geoffrey A. MacDonald                          Gary D. Engle
Chairman, and a member of the                  President and Chief Executive
Executive Committee of Equis and               Officer and a member of the
President and a Director of the                Executive Committee of Equis
General Partner                                (Principal Executive Officer)


Date: March 28, 1997                           Date: March 28, 1997
      ------------------------------                 --------------------------


By:  /s/ Gary M. Romano                        By:  /s/ Michael J. Butterfield
     ---------------------------                    ---------------------------
Gary M. Romano                                 Michael J. Butterfield
Executive Vice President and                   Vice President, Finance and
Chief Operating Officer of Equis               Treasurer of Equis and Treasurer
and Clerk of the General Partner               of the General Partner
(Principal Financial Officer)                  (Principal Accounting Officer)


Date: March 28, 1997                           Date: March 28, 1997
      ------------------------------                 --------------------------


                                       18

<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

No annual report has been sent to the Limited Partners. A report will be
furnished to the Limited Partners subsequent to the date hereof.

No proxy statement has been or will be sent to the Limited Partners.


                                       19