<TABLE>
<S>  <C>
                                                             


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

                                    FORM 10-Q



(Mark One)

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

For the quarterly period ended      September 30,
1995

                                       OR

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

For                   the                   transition                   period                   from                   to





For Quarter Ended September 30, 1995                                                           Commission File No. 0-18367


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

Massachusetts                                                                              04-3036130
(State or other jurisdiction of                                                                (IRS Employer
  incorporation or organization)                                                                Identification No.)

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

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




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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court during the preceding 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
         Yes         No

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                                      INDEX



<S>                                                                                                            <C>
                                                                                                               Page

PART I.  FINANCIAL INFORMATION:

     Item 1.  Financial Statements

         Statement of Financial Position
              at September 30, 1995 and December 31, 1994                                                         3

         Statement of Operations
              for the three and nine months ended September 30, 1995 and 1994                                     4

         Statement of Cash Flows
              for the nine months ended September 30, 1995 and 1994                                               5

         Notes to the Financial Statements                                                                      6-9


     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                             10-13


PART II.  OTHER INFORMATION:

     Items 1 - 6                                                                                                 14

</TABLE>

<PAGE>



                   The accompanying notes are an integral part

                         of these financial statements.

                                                             5
<TABLE>
<CAPTION>
                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                    September 30, 1995 and December 31, 1994

                                   (Unaudited)



                                                                                     September 30,         December 31,
                                                                                              1995                1994

ASSETS

<S>                                                                                  <C>                   <C>            
Cash and cash equivalents                                                            $     2,048,520       $     2,441,119

Rents receivable, net of allowance
     for doubtful accounts of $75,000                                                         95,613               292,398

Accounts receivable - affiliate                                                              300,929               259,822

Equipment at cost, net of accumulated depreciation of
     $12,050,551 and $12,866,900 at September 30, 1995
     and December 31, 1994, respectively                                                   6,265,615             7,339,872
                                                                                     ---------------       ---------------

         Total assets                                                                $    8,710,677        $  10,333,211
                                                                                     ==============        =============


LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                                                        $     2,315,157       $     2,997,584
Accrued interest                                                                              42,567                40,810
Accrued liabilities                                                                           13,750                15,500
Accrued liabilities - affiliate                                                                   --                 4,459
Deferred rental income                                                                        11,255                12,621
Cash distributions payable to partners                                                       685,569               685,569
                                                                                     ---------------       ---------------

         Total liabilities                                                                 3,068,298             3,756,543
                                                                                     ---------------       ---------------

Partners' capital (deficit):
     General Partners                                                                       (182,222)             (172,879)
     Limited Partnership Interests
     (1,085,941 Units; initial purchase price of $25 each)                                 5,824,601             6,749,547
                                                                                     ---------------       ---------------

         Total partners' capital                                                           5,642,379             6,576,668
                                                                                     ---------------       ---------------

         Total liabilities and partners' capital                                     $    8,710,677        $  10,333,211
                                                                                     ==============        =============


</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS
         for the three and nine months ended September 30, 1995 and 1994

                                   (Unaudited)



                                                          Three Months                                Nine Months
                                                      Ended September 30,                         Ended September 30,
                                                     1995                  1994                  1995                  1994
                                              ------------------    -----------------     -----------------     -----------
Income:

<S>                                           <C>                   <C>                   <C>                   <C>            
     Lease revenue                            $       644,261       $       816,544       $     2,060,316       $     3,028,058

     Interest income                                   29,523                23,889                95,534                54,657

     Gain on sale of equipment                          1,083               641,304               390,869               680,544
                                              ---------------       ---------------       ---------------       ---------------

         Total income                                 674,867             1,481,737             2,546,719             3,763,259
                                              ---------------       ---------------       ---------------       ---------------


Expenses:

     Depreciation and amortization                    306,617               646,632             1,002,632             2,549,759

     Interest expense                                  69,243                49,918               215,416               179,338

     Equipment management fees
         - affiliate                                   32,213                40,827               103,016               151,403

     Operating expenses  -  affiliate                  20,931                42,836               103,237                82,066
                                              ---------------       ---------------       ---------------       ---------------

         Total expenses                                429,004              780,213             1,424,301             2,962,566
                                              ----------------      ---------------       ---------------       ---------------


Net income                                    $       245,863       $       701,524       $    1,122,418        $       800,693
                                              ===============       ===============       ==============        ===============


Net income
     per limited partnership unit             $             0.22    $             0.64    $             1.02    $             0.73
                                              ==================    ==================    ==================    ==================

Cash distributions declared
     per limited partnership unit             $             0.63    $             0.63    $             1.88    $             1.88
                                              ==================    ==================    ==================    ==================


</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS
              for the nine months ended September 30, 1995 and 1994

                                   (Unaudited)


                                                                                       1995                  1994
                                                                                -----------------     -----------
Cash flows from (used in) operating activities:
<S>                                                                             <C>                   <C>            
Net income                                                                      $     1,122,418       $       800,693

Adjustments to reconcile net income to net cash from operating activities:
         Depreciation and amortization                                                1,002,632             2,549,759
         Gain on sale of equipment                                                     (390,869)             (680,544)

Changes in assets and liabilities Decrease (increase) in:
         rents receivable                                                               196,785               402,195
         accounts receivable - affiliate                                                (41,107)             (196,583)
     Increase (decrease) in:
         accrued interest                                                                 1,757                 2,735
         accrued liabilities                                                             (1,750)                4,125
         accrued liabilities - affiliate                                                 (4,459)                1,713
         deferred rental income                                                          (1,366)               (1,787)
                                                                                ---------------       ---------------

              Net cash from operating activities                                      1,884,041             2,882,306
                                                                                ---------------       ---------------

Cash flows from investing activities:
     Proceeds from equipment sales                                                      462,494             1,100,756
                                                                                ---------------       ---------------

              Net cash from investing activities                                        462,494             1,100,756
                                                                                ---------------       ---------------

Cash flows used in financing activities:
     Principal payments - notes payable                                                (682,427)           (1,537,433)
     Distributions paid                                                              (2,056,707)           (2,056,707)
                                                                                ----------------      ---------------

              Net cash used in financing activities                                  (2,739,134)           (3,594,140)
                                                                                ---------------       ---------------

Net increase (decrease) in cash and cash equivalents                                   (392,599)              388,922

Cash and cash equivalents at beginning of period                                      2,441,119             1,962,465
                                                                                ---------------       ---------------

Cash and cash equivalents at end of period                                      $    2,048,520        $    2,351,387
                                                                                ==============        ==============


Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                                   $       213,659       $       176,603
                                                                                ===============       ===============


Supplemental disclosure of non-cash investing and financing activities:
     In June 1994, the Partnership  capitalized  $592,500 of refurbishment costs
     incurred  to upgrade  certain  equipment,  all of which was  financed  by a
     third-party lender.

</TABLE>

<PAGE>



8


                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                        Notes to the Financial Statements
                               September 30, 1995

                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

     The financial  statements  presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q  under  Rule  10-01  of  Regulation  S-X of  the  Securities  and  Exchange
Commission and are unaudited. As such, these financial statements do not include
all  information  and footnote  disclosures  required under  generally  accepted
accounting  principles for complete financial statements and,  accordingly,  the
accompanying  financial  statements  should  be read  in  conjunction  with  the
footnotes presented in the 1994 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1994 Annual Report.

     In the opinion of  management,  all  adjustments  (consisting of normal and
recurring  adjustments)  considered  necessary to present  fairly the  financial
position at September  30, 1995 and December 31, 1994 and results of  operations
for the three and nine month periods ended September 30, 1995 and 1994 have been
made and are reflected.


NOTE 2 - CASH

     At September 30, 1995, the Partnership  had $2,045,000  invested in reverse
repurchase  agreements  secured  by U.S.  Treasury  Bills or  interests  in U.S.
Government securities.


NOTE 3 - REVENUE RECOGNITION

     Rents are payable to the Partnership  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.  Future minimum rents of
$9,449,060 are due as follows:


     For the year ending September 30,       1996          $  2,081,011
                                             1997             1,737,891
                                             1998             1,683,003
                                             1999             1,149,304
                                             2000               658,318
                                       Thereafter             2,139,533

                                            Total          $  9,449,060
                                                           ============


<PAGE>





                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)

<TABLE>
<CAPTION>
NOTE 4 - EQUIPMENT

     The  following  is a  summary  of  equipment  owned by the  Partnership  at
September  30,  1995.  In the opinion of American  Finance  Group  ("AFG"),  the
carrying value of the equipment does not exceed its fair market value.

                                                             Lease Term                       Equipment
            Equipment Type                                      (Months)                       at Cost

<S>                                                               <C>                         <C>         
Vessels                                                           57-72                       $  6,412,930
Locomotives                                                      21-120                          4,787,949
Materials handling                                                 3-60                          2,784,244
Construction and mining                                            6-60                          1,301,091
Computers and peripherals                                         18-60                          1,004,073
Furniture and fixtures                                            12-96                            718,910
Graphics, printing and display                                       24                            390,511
Motor vehicles                                                    12-60                            360,547
Manufacturing                                                     36-60                            155,954
Communications                                                    12-60                            150,725
Tractors and heavy duty trucks                                     1-78                            146,947
Photocopying                                                       1-36                             80,001
Research and test                                                 30-78                             22,284
                                                                                           ---------------

                                                   Total equipment cost                         18,316,166

                                               Accumulated depreciation                        (12,050,551)

                             Equipment, net of accumulated depreciation                       $  6,265,615
                                                                                              ============
</TABLE>

     At September  30, 1995,  the  Partnership's  equipment  portfolio  included
equipment  having a  proportionate  original cost of  $11,200,873,  representing
approximately 61% of total equipment cost.

     The summary  above  includes  equipment  held for  re-lease or sale with an
original  cost  and  net  book  value  of  approximately  $128,000  and  $5,000,
respectively, at September 30, 1995.


<TABLE>
<CAPTION>
NOTE 5 - RELATED PARTY TRANSACTIONS

     All  operating  expenses  incurred  by the  Partnership  are paid by AFG on
behalf of the  Partnership  and AFG is  reimbursed  at its actual  cost for such
expenditures.  Fees and  other  costs  incurred  during  each of the nine  month
periods  ended  September  30, 1995 and 1994,  which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:

                                                              1995                  1994
                                                         --------------        ---------

<S>                                                        <C>                   <C>          
     Equipment management fees                             $    103,016          $     151,403
     Administrative charges                                      15,750                  9,000
     Reimbursable operating expenses
       due to third parties                                      87,487                 73,066
                                                          -------------        ---------------

                                     Total                 $   206,253           $   233,469
                                                           ===========           ===========

</TABLE>

<PAGE>


                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)


     All rents and  proceeds  from the sale of  equipment  are paid  directly to
either  AFG or to a  lender.  AFG  temporarily  deposits  collected  funds  in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At September 30, 1995, the  Partnership  was owed $300,929 by AFG for such funds
and the interest  thereon.  These funds were remitted to the Partnership  during
October 1995.

     On August 18, 1995, Atlantic  Acquisition Limited Partnership  ("AALP"),  a
newly formed  Massachusetts  limited partnership owned and controlled by certain
principals of AFG,  issued a voluntary  Offer to Purchase for Cash (the "Offer")
up to approximately  45% of the outstanding units of limited partner interest in
this  Partnership and 20 affiliated  partnerships  sponsored and managed by AFG.
Coincident to the Offer, a Tender Offer Statement  pursuant to Section  14(d)(1)
of the Securities  Exchange Act of 1934 (the "Exchange  Act") was filed with the
Securities  and  Exchange  Commission.  Also,  on August 18,  1995,  the General
Partner filed a Solicitation/ Recommendation Statement (Schedule 14D-9) pursuant
to Section  14(d)(4) of the Exchange Act. The Offer was 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.  Certain
legal actions were initiated by interested  persons against AALP and each of the
general  partners (4 in total) of the 21 affected  programs,  and various  other
affiliates  and related  parties.  One action,  representing  a class  action on
behalf of the  unitholders  (limited  partners),  sought to enjoin the Offer and
obtain  unspecified  monetary  damages.  A  settlement  of this  litigation  was
proposed and was preliminarily  approved by the United States District Court for
the  District of  Massachusetts  (the  "Court") on  September  27, 1995. A final
settlement  hearing is scheduled  on November  15, 1995. A second class  action,
brought in the Superior Court of the  Commonwealth  of  Massachusetts,  seeks to
enjoin the Offer,  obtain  unspecified  monetary  damages,  and intervene in the
first  class  action.  The  plaintiffs  have filed  objections  to the  proposed
settlement of the first action.  At this date,  these  objections  have not been
acted upon by the Superior Court. As of the Offer  expiration  date, the limited
partners of the Partnership had tendered approximately 107,314 Units or 9.88% of
the total  outstanding  Units of the  Partnership to AALP.  Notwithstanding  the
foregoing,  the operations of the  Partnership  are not expected to be adversely
affected by the proceedings or proposed settlements.


NOTE 6 - NOTES PAYABLE

     Notes  payable at  September  30, 1995  consisted of  installment  notes of
$2,315,157  payable to banks and institutional  lenders.  All of the installment
notes are non-recourse,  one note with an interest rate of 9.7%, two notes which
bear fluctuating interest rates based on the London Inter-Bank Offered Rate plus
a margin (7.34% at September 30, 1995) and an additional note with a fluctuating
interest rate tied to United States Treasury Bill yields plus a margin (8.45% at
September  30,  1995).  The  notes  are  collateralized  by  the  equipment  and
assignment  of the  related  lease  payments  and  will be  fully  amortized  by
noncancellable rents.

     The annual maturities of the installment notes payable are as follows:

     For the year ending September 30,       1996          $    720,909
                                             1997               707,935
                                             1998               682,696
                                             1999               203,617
                                                          -------------

                                            Total           $ 2,315,157
                                                            ===========



<PAGE>


                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)



NOTE 7 - LEGAL PROCEEDINGS

         On July 27,  1995,  AFG,  on  behalf of the  Partnership  and other AFG
sponsored  investment   programs,   filed  an  action  in  the  Commonwealth  of
Massachusetts Superior Court Department of the Trial Court in and for the County
of  Suffolk,  for  damages  and  declaratory  relief  against  a  lessee  of the
Partnership,  National Steel  Corporation  ("National  Steel"),  under a certain
Master  Lease  Agreement  ("MLA")  for the lease of  certain  equipment.  AFG is
seeking the  reimbursement  by National  Steel of certain sales and/or use taxes
paid to the State of Illinois and other remedies  provided by the MLA. On August
30, 1995, National Steel filed a Notice of Removal which removed the case to the
United States District Court,  District of Massachusetts.  On September 7, 1995,
National  Steel  filed its  Answer to AFG's  Complaint  along  with  Affirmative
Defenses and  Counterclaims,  seeking  declaratory relief and alleging breach of
contract,  implied  covenant  of  good  faith  and  fair  dealing  and  specific
performance.  AFG filed its Answer to these counterclaims on September 29, 1995.
The case is currently in the initial  phase of Discovery  and it is not possible
to determine the ultimate outcome of this matter.




<PAGE>


                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION



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

Three and nine months ended  September  30, 1995  compared to the three and nine
months ended September 30, 1994:

Overview

     As an equipment  leasing  partnership,  the  Partnership  was  organized to
acquire a diversified portfolio of capital equipment subject to lease agreements
with third  parties.  The  Partnership  was designed to progress  through  three
principal  phases:  acquisitions,   operations,  and  liquidation.   During  the
operations  phase,  a period of  approximately  six years,  all equipment in the
Partnership's  portfolio will progress  through various stages.  Initially,  all
equipment will generate  rental  revenues  under primary term lease  agreements.
During  the  life  of  the  Partnership,  these  agreements  will  expire  on an
intermittent  basis and equipment  held  pursuant to the related  leases will be
renewed,  re-leased or sold,  depending on prevailing  market conditions and the
assessment of such  conditions by AFG to obtain the most  advantageous  economic
benefit.  Over time, a greater portion of the Partnership's  original  equipment
portfolio  will  become  available  for  remarketing  and  cash  generated  from
operations and from sales or refinancings  will begin to fluctuate.  Ultimately,
all  equipment  will  be  sold  and  the  Partnership  will  be  dissolved.  The
Partnership's operations commenced in 1989.


Results of Operations

     For the three and nine months ended  September  30, 1995,  the  Partnership
recognized lease revenue of $644,261 and $2,060,316,  respectively,  compared to
$816,544  and  $3,028,058  for the same  periods in 1994.  The decrease in lease
revenue from 1994 to 1995 was expected  and  resulted  principally  from primary
lease term expirations and the sale of equipment.

     The Partnership's  equipment portfolio includes certain assets in which the
Partnership  holds  a  proportionate  ownership  interest.  In such  cases,  the
remaining interests are owned by AFG or an affiliated  equipment leasing program
sponsored by AFG.  Proportionate  equipment ownership enables the Partnership 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
Partnership  and each  affiliate  individually  report,  in  proportion to their
respective ownership interests, their respective shares of assets,  liabilities,
revenues, and expenses associated with the equipment.

     Interest  income for the three and nine months ended September 30, 1995 was
$29,523 and $95,534, respectively,  compared to $23,889 and $54,657 for the same
periods in 1994.  Interest  income is generated  from  temporary  investment  of
rental  receipts and  equipment  sale proceeds in  short-term  instruments.  The
increase in interest  income from 1994 to 1995  resulted from the length of time
during which cash was available for investment and higher  interest  rates.  The
amount of future  interest  income is  expected  to  fluctuate  in  relation  to
prevailing interest rates and the collection of lease revenue and equipment sale
proceeds.


<PAGE>



                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP


                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION



                                                            13


     For the three  months  ended  September  30,  1995,  the  Partnership  sold
equipment  having a net book  value of  $1,917  to  existing  lessees  and third
parties.  These sales resulted in a net gain, for financial  statement purposes,
of $1,083  compared to a net gain in 1994 of $641,304 on equipment  having a net
book value of $283,518.

     For the  nine  months  ended  September  30,  1995,  the  Partnership  sold
equipment  having a net book  value of  $71,625 to  existing  lessees  and third
parties.  These sales resulted in a net gain, for financial  statement purposes,
of $390,869 compared to a net gain in 1994 of $680,544 on equipment having a net
book value of $420,212.

     It cannot be determined  whether future sales of equipment will result in a
net  gain  or a net  loss  to the  Partnership,  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  AFG'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.  AFG  attempts  to monitor  these  changes in order to identify
opportunities  which may be  advantageous  to the  Partnership  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 revenues 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 Partnership 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 Partnership achieved from leasing the equipment.

     Depreciation and  amortization  expense for the three and nine months ended
September  30,  1995 was  $306,617  and  $1,002,632,  respectively,  compared to
$646,632 and $2,549,759  for the same periods in 1994.  For financial  reporting
purposes,  to the  extent  that an  asset is held on  primary  lease  term,  the
Partnership  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  equipment is held beyond its primary  lease term,  the  Partnership
continues  to  depreciate  the  remaining  net  book  value  of the  asset  on a
straight-line basis over the asset's remaining economic life.

     Interest  expense  was  $69,243  and  $215,416  or 10.8% and 10.5% of lease
revenue for the three and nine months ended  September  30, 1995,  respectively,
compared to $49,918 and $179,338 or 6.1% and 5.9% of lease  revenue for the same
periods in 1994.  The increase in interest  expense  from 1994 to 1995  resulted
principally  from  interest  rate  adjustments   associated  with  variable-rate
financing  pertaining to the  Partnership's  interest in  locomotives.  Interest
expense in the near term will  continue to fluctuate  due to such  variable-rate
financing.  Over time, interest expense will decline as the principal balance of
notes payable is reduced through the application of rent receipts to outstanding
debt.

     Management  fees were 5% of lease revenue  during each of the periods 
ended  September 30, 1995 and 1994 and will not change as a percentage of lease
revenue in future periods.

     Operating   expenses  consist   principally  of   administrative   charges,
professional  service costs,  such as audit and legal fees, as well as printing,
distribution and remarketing  expenses.  In certain cases,  equipment storage or
repairs and maintenance costs may be incurred in connection with equipment being
remarketed.  Collectively,  operating expenses  represented 3.3% and 5% of lease
revenue for the three and nine months ended  September  30, 1995,  respectively,
compared  to 5.2% and 2.7% of lease  revenue for the same  periods in 1994.  The
overall increase in operating  expenses from 1994 to 1995 was due to an increase
in  professional  service costs and remarketing  expenses and insurance  premium
adjustments  for aircraft  previously  owned by the  Partnership.  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
partnership.  Other  fluctuations  typically occur in relation to the volume and
timing of remarketing activities.



Liquidity and Capital Resources and Discussion of Cash Flows

     The  Partnership  by  its  nature  is  a  limited  life  entity  which  was
established for specific purposes described in the preceding  "Overview".  As an
equipment leasing program,  the  Partnership's  principal  operating  activities
derive from asset rental transactions.  Accordingly, the Partnership'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 $1,884,041  and $2,882,306 in 1995 and
1994, respectively.  Future renewal, re-lease and equipment sale activities will
cause a gradual decline in the  Partnership's  lease revenues and  corresponding
sources of operating cash. Overall,  expenses associated with rental activities,
such as  management  fees,  and net cash flow  from  operating  activities  will
decline as the Partnership experiences a higher frequency of remarketing events.

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

     Cash realized from asset disposal  transactions is reported under investing
activities on the accompanying  Statement of Cash Flows.  During the nine months
ended  September 30, 1995, the Partnership  realized  $462,494 in equipment sale
proceeds  compared  to  $1,100,756  in 1994.  Future  inflows of cash from asset
disposals  will vary in timing and amount and will be influenced by many factors
including,  but not limited to, the frequency  and timing of lease  expirations,
the type of equipment  being sold,  its  condition  and age,  and future  market
conditions.

     During 1994, the Partnership  capitalized  $592,500 of refurbishment  costs
incurred  to  upgrade  two cargo  vessels  leased  by  Kristian  Gerhard  Jebsen
Skipsrederi A/S ("KGJS")  pursuant to the terms of an extended and  renegotiated
contract  with KGJS.  The  refurbishment  costs were financed with a third-party
lender and shared between the Partnership and other  affiliated  partnerships in
proportion to their respective ownership interests in the vessels.

     The  Partnership  obtained  long-term  financing in connection with certain
equipment  leases.  The repayments of principal related to such indebtedness are
reported as a component of financing  activities.  Each note payable is recourse
only to the  specific  equipment  financed  and to the minimum  rental  payments
contracted  to be received  during the debt  amortization  period  (which period
generally  coincides  with the  lease  rental  term).  As  rental  payments  are
collected,  a  portion  or all of the  rental  payment  is  used  to  repay  the
associated  indebtedness.  In future  periods,  the amount of cash used to repay
debt  obligations  will  decline as the  principal  balance of notes  payable is
reduced through the collection and application of rents.

     Cash  distributions  to the  General  Partners  and  Recognized  Owners are
declared  and  generally  paid within  fifteen  days  following  the end of each
calendar quarter.  The payment of such distributions is presented as a component
of financing  activities.  For the nine months  ended  September  30, 1995,  the
Partnership  declared  total  cash  distributions  of  Distributable  Cash  From
Operations and Distributable Cash From Sales and Refinancings of $2,056,707.  In
accordance  with the Amended and Restated  Agreement and  Certificate of Limited
Partnership, the Recognized Owners were allocated 99% of these distributions, or
$2,036,140,  and the General  Partners were allocated 1%, or $20,567.  The third
quarter 1995 cash distribution was paid on October 13, 1995.

     Cash  distributions  paid to the Recognized Owners consist of both a return
of and a return on  capital.  To the extent that cash  distributions  consist of
Cash From Sales or Refinancings,  substantially  all of such cash  distributions
should be viewed as a return of 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 Partnership and will be
dependent upon the collection of all future  contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions,  technological changes, the ability
of  AFG  to  manage  and  remarket  the  assets,   and  many  other  events  and
circumstances,  could  enhance or detract from  individual  asset yields and the
collective performance of the Partnership's equipment portfolio.

     The Partnership's  future cash  distributions will be adversely affected by
the  1991  bankruptcy  of  Midway  Airlines,  Inc.  ("Midway").   Although  this
bankruptcy had no immediate  adverse effect on the  Partnership's  cash flow, as
the  Partnership  had almost  fully  leveraged  its  ownership  interest  in the
underlying  aircraft leased to Midway,  this event resulted in the Partnership's
loss  of any  future  interest  in the  residual  value  of the  aircraft.  This
bankruptcy will have a material adverse effect on the ability of the Partnership
to achieve all of its originally intended economic benefits.  However, the final
yield on capital will be dependent  upon the collective  performance  results of
all the Partnership's equipment leases.

     The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly  dependent upon the collection of contractual  rents and the
outcome of residual  activities.  The Managing General Partner  anticipates that
cash proceeds resulting from these sources will satisfy the Partnership's future
expense  obligations.  However, the amount of cash available for distribution in
future periods will fluctuate.  Equipment lease  expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
Accordingly,  fluctuations  in the level of quarterly  cash  distributions  will
occur during the life of the Partnership.


<PAGE>





15



<PAGE>


                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                           PART II. OTHER INFORMATION



         Item 1.                            Legal Proceedings
                                            Response:

                                            Refer to Note 7 herein.

         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




<PAGE>


                                 SIGNATURE PAGE



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



                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP


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


                               By:
                                        Gary M. Romano
                                        Vice President and Controller
                                        (Duly Authorized Officer and
                                        Principal Accounting Officer)


                               Date:




<PAGE>



                                                            15




                                 SIGNATURE PAGE



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



                AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP


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


                               By:      /s/ Gary M. Romano
                                        Gary M. Romano
                                        Vice President and Controller
                                        (Duly Authorized Officer and
                                        Principal Accounting Officer)


                               Date:    November 13, 1995