AMERICAN INCOME 4 LTD PARTNERSHIP
10-Q, 1995-05-19
EQUIPMENT RENTAL & LEASING, NEC
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<TABLE>
<S><C>
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-Q


(Mark One)

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

For the quarterly period ended      March 31, 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 March 31, 1995           Commission File No. 0-15320


                        American Income 4 Limited Partnership                 
               (Exact name of registrant as specified in its charter)

Massachusetts                                         04-2917030               
(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          


Exchange Place, 14th Floor, Boston, MA 02109                                   
 (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>

[CAPTION]
                      AMERICAN INCOME 4 LIMITED PARTNERSHIP

                                    FORM 10-Q


                                      INDEX
<TABLE>

<S>                                                                <C>
                                                                   Page

PART I.  FINANCIAL INFORMATION:

  Item 1.  Financial Statements
                             
     Statement of Financial Position
     at March 31, 1995 and December 31, 1994                          3

     Statement of Operations
     for the three months ended March 31, 1995 and 1994               4

     Statement of Cash Flows
     for the three months ended March 31, 1995 and 1994               5

     Notes to the Financial Statements                              6-8


  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     9-12


PART II.  OTHER INFORMATION:

  Items 1 - 6                                                        13

</TABLE>















[CAPTION]
                      AMERICAN INCOME 4 LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                      March 31, 1995 and December 31, 1994

                                   (Unaudited)
<TABLE>

<S>                                              <C>              <C>
                                                    March 31,     December 31, 
                                                      1995            1994     

ASSETS

Cash and cash equivalents                         $    287,005    $    299,032 

Rents receivable, net of allowance
 for doubtful accounts of $32,500                        3,259           3,259 

Accounts receivable - affiliate                         95,028          95,146 

Equipment at cost, net of accumulated
 depreciation of $7,912,684 and 
 $7,725,995 at March 31, 1995 and 
 December 31, 1994, respectively                     3,967,066       4,175,378 

     Total assets                                 $  4,352,358    $  4,572,815 


LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                     $    264,375    $    301,183 
Accrued interest                                         3,104           1,086 
Accrued liabilities                                     10,000          13,500 
Accrued liabilities - affiliate                          4,708           4,927 
Deferred rental income                                  49,411          93,940 
Cash distributions payable to partners                 252,525         252,525 

     Total liabilities                                 584,123         667,161 

Partners' capital (deficit):
 General Partner                                      (137,980)       (136,606)
 Limited Partnership Interests
 (80,000 Units; initial purchase
 price of $250 each)                                 3,906,215       4,042,260 

     Total partners' capital                         3,768,235       3,905,654 

     Total liabilities and partners' capital      $  4,352,358    $  4,572,815 
</TABLE>



[CAPTION]

                          AMERICAN INCOME 4 LIMITED PARTNERSHIP

                                 STATEMENT OF OPERATIONS
                   for the three months ended March 31, 1995 and 1994

                                       (Unaudited)


<TABLE>

<S>                                                       <C>            <C>
                                                              1995           1994    

Income:

  Lease revenue                                           $   369,947    $   395,469 

  Interest income                                               3,900          7,156 

  Gain on sale of equipment                                     1,034         19,600 

     Total income                                             374,881        422,225 


Expenses:

  Depreciation                                                208,312        211,906 

  Interest expense                                              5,260         11,594 

  Equipment management fees - affiliate                        18,497         19,773 

  Operating expenses - affiliate                               27,706         21,061 

     Total expenses                                           259,775        264,334 


Net income                                                $   115,106    $   157,891 


Net income 
  per limited partnership unit                            $      1.42    $      1.95 

Cash distribution declared 
  per limited partnership unit                            $      3.12    $      6.25 


</TABLE>





[CAPTION]
                          AMERICAN INCOME 4 LIMITED PARTNERSHIP

                                 STATEMENT OF CASH FLOWS
                   for the three months ended March 31, 1995 and 1994

                                       (Unaudited)
<TABLE>

<S>                                                       <C>            <C>                 
                                                              1995           1994    

Cash flows from (used in) operating activities:
Net income                                                $   115,106    $   157,891 

Adjustments to reconcile net income
  to net cash from operating activities:
    Depreciation                                              208,312        211,906 
    Gain on sale of equipment                                  (1,034)       (19,600)

Changes in assets and liabilities
  Decrease (increase) in:
    rents receivable                                               --         23,270 
    accounts receivable - affiliate                               118        (47,160)
  Increase (decrease) in:
    accrued interest                                            2,018        (14,132)
    accrued liabilities                                        (3,500)         1,243 
    accrued liabilities - affiliate                              (219)        (5,585)
    deferred rental income                                    (44,529)        50,266 

        Net cash from operating activities                    276,272        358,099 

Cash flows from investing activities:
    Proceeds from equipment sales                               1,034         19,600 

        Net cash from investing activities                      1,034         19,600 

Cash flows used in financing activities:
    Principal payments - notes payable                        (36,808)      (152,344)
    Distributions paid                                       (252,525)      (505,050)

        Net cash used in financing activities                (289,333)      (657,394)

Net decrease in cash and cash equivalents                     (12,027)      (279,695)

Cash and cash equivalents at beginning of period              299,032      1,222,360 

Cash and cash equivalents at end of period                $   287,005    $   942,665 


Supplemental disclosure of cash flow information:
    Cash paid during the period for interest              $     3,242    $    25,726 

</TABLE>


<TABLE>
<S><C>
                      AMERICAN INCOME 4 LIMITED PARTNERSHIP
                        Notes to the Financial Statements

                                 March 31, 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 March 31, 1995 and December 31, 1994 and results of operations for 
the three month periods ended March 31, 1995 and 1994 have been made and are 
reflected.


NOTE 2 - CASH

     The Partnership invests excess cash with large institutional banks in 
reverse repurchase agreements with overnight maturities.  The reverse repurchase 
agreements are 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 
$1,896,383 are due as follows:


     For the year ending March 31, 1996          $ 1,354,955
                                   1997              541,428

                                  Total          $ 1,896,383



</TABLE>



[CAPTION]
NOTE 4 - EQUIPMENT

    The following is a summary of equipment owned by the Partnership at 
March 31, 1995.  In the opinion of American Finance Group ("AFG"), the carrying 
value of the equipment does not exceed its fair market value.
<TABLE>
<S>                                         <C>           <C>
                                            Lease Term     Equipment  
          Equipment Type                     (Months)       at Cost   

Aircraft                                        36-60     $ 8,630,452 
Flight simulators                                  60       2,409,250 
Materials handling                              12-60         358,395 
Construction                                    24-60         154,339 
Trailers and intermodal containers              48-60         119,952 
Computers and peripherals                        1-60          87,051 
Photocopying                                    12-36          71,883 
Tractors and heavy duty trucks                  48-60          48,428 

                                 Total equipment cost      11,879,750 

                             Accumulated depreciation      (7,912,684)

           Equipment, net of accumulated depreciation     $ 3,967,066 
</TABLE>

<TABLE>
<S><C>
    At March 31, 1995, the Partnership's equipment portfolio included equipment 
having a proportionate original cost of $11,039,702, representing approximately 
93% of total equipment cost.

    The summary above includes equipment held for sale or re-lease which was 
fully depreciated and had an original cost of approximately $111,800 at 
March 31, 1995.


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 three month 
periods ended March 31, 1995 and 1994, which were paid or accrued by the 
Partnership to AFG or its Affiliates, are as follows:

                                               1995            1994   

    Equipment management fees               $   18,497      $   19,773
    Administrative charges                       3,000           3,000
    Reimbursable operating expenses
      due to third parties                      24,706          18,061

                              Total         $   46,203      $   40,834
                                                   

     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 March 31, 1995, the Partnership was owed $95,028 by AFG for such funds and 
the interest thereon.  These funds were remitted to the Partnership in April 
1995.


NOTE 6 - NOTES PAYABLE

     Notes payable at March 31, 1995 consisted of installment notes of $264,375 
payable to bank and institutional lenders.  All of the installment notes are 
non-recourse, with interest rates ranging between 6.35% and 8.05% and are 
collateralized by the equipment and assignment of the related lease payments.  
The installment notes will be fully amortized by noncancellable rents.  

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

     For the year ending March 31, 1996            $   237,949
                                   1997                 26,426

                                  Total            $   264,375
</TABLE>

























<TABLE>
<S><C>

                      AMERICAN INCOME 4 LIMITED PARTNERSHIP

                                    FORM 10-Q

                         PART I.  FINANCIAL INFORMATION


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

Three months ended March 31, 1995 compared to the three months ended 
March 31, 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 1986.


Results of Operations

     For the three months ended March 31, 1995, the Partnership recognized lease 
revenue of $369,947 compared to $395,469 for the same period in 1994.  The 
decrease in lease revenue from 1994 to 1995 was expected and resulted from 
primary and renewal 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 months ended March 31, 1995 was $3,900 
compared to $7,156 for the same period in 1994.  Interest income is generated 
from temporary investment of rental receipts and equipment sale proceeds in 
short-term instruments.  The decrease in interest income from 1994 to 1995 is 
principally attributable to less cash being available for investment prior to 
distribution to the Partners.  The amount of future interest income is expected 
to fluctuate in relation to prevailing interest rates, the collection of lease 
revenue, and the proceeds from equipment sales.

     During the three months ended March 31, 1995, the Partnership sold 
equipment which had been fully depreciated to existing lessees and third 
parties.  These sales resulted in a net gain, for financial statement purposes, 
of $1,034 compared to a net gain of $19,600 on equipment which had been fully 
depreciated for the same period in 1994.

     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 expense for the three months ended March 31, 1995 was $208,312 
compared to $211,906 for the same period 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 at the date of primary lease 
expiration 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 $5,260 or 1.4% of lease revenue for the three months 
ended March 31, 1995 compared to $11,594 or 2.9% of lease revenue for the same 
period in 1994.  Interest expense in future periods will continue to decline in 
amount and as a percentage of lease revenue as the principal balance of notes 
payable is reduced through the application of rent receipts to outstanding debt.

     Management fees were 5% of lease revenue during each of the three month 
periods ended March 31, 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 7.5% and 5.3% of lease 
revenue during the three months ended March 31, 1995 and 1994, respectively.  
The increase in operating expenses from 1994 to 1995 is primarily due to an 
increase in professional service costs.  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 $276,272 and $358,099 for the three 
months ended March 31, 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 three months 
ended March 31, 1995, the Partnership realized $1,034 in equipment sale proceeds 
compared to $19,600 for the same period 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.

     The Partnership obtained long-term financing with certain equipment leases.  
The repayments of principal 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 fluctuate due to the timing of semi-annual payments.

     Cash distributions to the General and Limited Partners 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 three months ended March 31, 1995, the Partnership declared 
total cash distributions of Distributable Cash From Operations and Distributable 
Cash From Sales and Refinancings of $252,525.  In accordance with the Amended 
and Restated Agreement and Certificate of Limited Partnership, the Limited 
Partners were allocated 99% of these distributions, or $250,000, and the General 
Partner was allocated 1%, or $2,525. The first quarter 1995 cash distribution 
was paid on April 14, 1995. 

     Cash distributions paid to the Limited Partners 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 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 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.
</TABLE>

[CAPTION]
                       AMERICAN INCOME 4 LIMITED PARTNERSHIP

                                      FORM 10-Q

                             PART II.  OTHER INFORMATION

<TABLE>
<S>                        <C>
 
     Item 1.               Legal Proceedings
                           Response:  None

     Item 2.               Changes in Securities
                           Response:  None

     Item 3.               Defaults upon Senior Securities
                           Response:  None

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

     Item 5.               Other Information
                           Response:  None

     Item 6(a).            Exhibits
                           Response:  None

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

</TABLE>





<TABLE>
<S><C>
     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 4 LIMITED PARTNERSHIP


               By:  AFG Leasing Associates II, a Massachusetts 
               general partnership and the General Partner of
               the Registrant.

               By:  AFG Leasing Incorporated, a Massachusetts
               corporation and general partner in such general
               partnership.


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



               Date:  May 18, 1995                       



</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         287,005
<SECURITIES>                                         0
<RECEIVABLES>                                  130,787
<ALLOWANCES>                                    32,500
<INVENTORY>                                          0
<CURRENT-ASSETS>                               385,292
<PP&E>                                      11,879,750
<DEPRECIATION>                               7,912,684
<TOTAL-ASSETS>                               4,352,358
<CURRENT-LIABILITIES>                          319,748
<BONDS>                                        264,375
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   3,768,235
<TOTAL-LIABILITY-AND-EQUITY>                 4,352,358
<SALES>                                              0
<TOTAL-REVENUES>                               369,947
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               254,515
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                5260
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            115,106
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   115,106
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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