AMERICAN INCOME 5 LTD PARTNERSHIP
10-Q, 1995-11-14
EQUIPMENT RENTAL & LEASING, NEC
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<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. 0-15621


                                                         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, 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

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                      AMERICAN INCOME 5 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                                                                      6-8


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


PART II.  OTHER INFORMATION:

     Items 1 - 6                                                                                                 13



<PAGE>





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

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<CAPTION>
                                                             3

                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

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

                                   (Unaudited)



<S>                                                                              <C>                    <C>
                                                                                  September 30,           December 31,
                                                                                          1995                   1994

ASSETS

Cash and cash equivalents                                                         $        196,625        $        309,548

Accounts receivable, net of allowance for doubtful
     accounts of $20,000                                                                        --                      --

Accounts receivable - affiliate                                                             83,309                  94,241

Equipment at cost, net of accumulated depreciation
     of $9,869,922 and $9,749,836 at September 30,
     1995 and December 31, 1994, respectively                                            2,979,850               3,732,984
                                                                                  ----------------        ----------------

         Total assets                                                             $     3,259,784         $     4,136,773
                                                                                  ===============         ===============


LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                                                     $         93,511        $        356,174
Accrued interest                                                                               330                   1,263
Accrued liabilities                                                                         15,797                  15,500
Accrued liabilities - affiliate                                                                284                   4,328
Deferred rental income                                                                      82,499                 168,438
Cash distributions payable to partners                                                     180,038                 270,058
                                                                                  ----------------        ----------------

         Total liabilities                                                                 372,459                 815,761
                                                                                  ----------------        ----------------

Partners' capital (deficit):
     General Partner                                                                      (127,548)               (123,211)
     Limited Partnership Interests
     (71,295 Units; initial purchase price of $250 each)                                 3,014,873               3,444,223
                                                                                  ----------------        ----------------

         Total partners' capital                                                         2,887,325               3,321,012
                                                                                  ----------------        ----------------

         Total liabilities and partners' capital                                  $    3,259,784          $     4,136,773
                                                                                  ==============          ===============

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<CAPTION>

                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

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

                                   (Unaudited)


<S>                                          <C>                    <C>                   <C>                  <C> 

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

Income:

     Lease revenue                            $         364,660     $         398,091     $       1,115,283     $       1,232,354

     Interest income                                      2,453                 6,142                 9,181                19,389

     Gain on sale of equipment                           20,700                12,600                39,000                65,589
                                              -----------------     -----------------     -----------------     -----------------

         Total income                                   387,813               416,833             1,163,464             1,317,332
                                              -----------------     -----------------     -----------------     -----------------


Expenses:

     Depreciation                                       251,044               251,046               753,134               753,135

     Interest expense                                     1,726                12,629                12,479                44,926

     Equipment management fees
         - affiliate                                     18,233                19,905                55,764                61,618

     Operating expenses - affiliate                      11,798                16,245                55,623                48,270
                                              -----------------     -----------------     -----------------     -----------------

         Total expenses                                 282,801               299,825               877,000               907,949
                                              -----------------     -----------------     -----------------     -----------------


Net income                                    $         105,012     $         117,008     $         286,464     $         409,383
                                              =================     =================     =================     =================


Net income
     per limited partnership unit             $               1.46  $               1.62  $               3.98  $               5.68
                                              ====================  ====================  ====================  ====================

Cash distributions declared
     per limited partnership unit             $               2.50  $               5.62  $             10.00   $             16.87
                                              ====================  ====================  ===================   ===================

</TABLE>



<PAGE>

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<CAPTION>


                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

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

                                   (Unaudited)


<S>                                                                                     <C>                  <C>

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

Cash flows from (used in) operating activities:
Net income                                                                              $     286,464        $     409,383

Adjustments to reconcile net income to net cash from operating activities:
         Depreciation                                                                         753,134              753,135
         Gain on sale of equipment                                                            (39,000)             (65,589)
         Decrease in allowance for doubtful accounts                                               --              (20,000)

Changes in assets and liabilities Decrease in:
         rents receivable                                                                          --               46,923
         accounts receivable - affiliate                                                       10,932               60,541
     Increase (decrease) in:
         accrued interest                                                                        (933)             (27,533)
         accrued liabilities                                                                      297                2,082
         accrued liabilities - affiliate                                                       (4,044)               4,672
         deferred rental income                                                               (85,939)              17,083
                                                                                        -------------        -------------

              Net cash from operating activities                                              920,911            1,180,697
                                                                                        -------------        -------------

Cash flows from investing activities:
     Proceeds from equipment sales                                                             39,000               65,589
                                                                                        -------------        -------------

              Net cash from investing activities                                               39,000               65,589
                                                                                        -------------        -------------

Cash flows used in financing activities:
     Principal payments - notes payable                                                      (262,663)            (485,901)
     Distributions paid                                                                      (810,171)          (1,215,255)
                                                                                        -------------        -------------

              Net cash used in financing activities                                        (1,072,834)          (1,701,156)
                                                                                        -------------        -------------

Net decrease in cash and cash equivalents                                                    (112,923)            (454,870)

Cash and cash equivalents at beginning of period                                              309,548            1,026,409
                                                                                        -------------        -------------

Cash and cash equivalents at end of period                                              $    196,625         $    571,539
                                                                                        ============         ============


Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                                           $      13,412        $      72,459
                                                                                        =============        =============

</TABLE>



<PAGE>



                                                             8

                      AMERICAN INCOME 5 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

     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
$1,308,671 are due in the year ending September 30, 1996.



<PAGE>


                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)

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<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.
<S>                                                         <C>                               <C>

                                                             Lease Term                         Equipment
            Equipment Type                                      (Months)                         at Cost

Aircraft                                                          36-60                       $    7,958,361
Flight simulators                                                    60                            4,608,992
Materials handling                                                12-60                              165,968
Tractors & heavy duty trucks                                      24-60                               52,369
Trailers & intermodal containers                                  36-60                               22,917
Medical                                                           12-60                               20,768
Construction & mining                                             12-60                               17,580
Motor vehicles                                                    12-72                                2,817
                                                                                          ------------------

                                                   Total equipment cost                           12,849,772

                                               Accumulated depreciation                           (9,869,922)

                             Equipment, net of accumulated depreciation                       $    2,979,850
                                                                                              ==============
</TABLE>


     At September  30, 1995,  the  Partnership's  equipment  portfolio  included
equipment  having a  proportionate  original  cost of  $12,567,353  representing
approximately 98% of total equipment cost.

     At September 30, 1995,  the  Partnership  was not holding any equipment not
subject to a lease and no equipment was held for sale or re-lease.

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<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:

<S>                                                        <C>                    <C> 
                                                              1995                   1994
                                                          -------------          --------

     Equipment management fees                             $     55,764           $    61,618
     Administrative charges                                     12,096                  9,000
     Reimbursable operating expenses
         due to third parties                                    43,527                39,270
                                                          -------------           -----------

                                     Total                  $   111,387            $  109,888
                                                            ===========            ==========


</TABLE>

<PAGE>


                      AMERICAN INCOME 5 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 $83,309 by AFG for such funds
and the  interest  thereon.  These  funds were  remitted to the  Partnership  in
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 10,359 Units or 14.53% 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 one installment note of
$93,511  payable  to a  bank.  The  installment  note is  non-recourse,  with an
interest rate of 6.35% and is  collateralized by the equipment and assignment of
the related lease  payments.  The  installment  note will be fully  amortized by
noncancellable rents in the year ending September 30, 1996.







<PAGE>


                      AMERICAN INCOME 5 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 1986.


Results of Operations

     For the three and nine months ended  September  30, 1995,  the  Partnership
recognized lease revenue of $364,660 and $1,115,283,  respectively,  compared to
$398,091  and  $1,232,354  for the same  periods in 1994.  The decrease in lease
revenue from 1994 to 1995 was expected  and  resulted  principally  from 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 and nine months ended September 30, 1995 was
$2,453 and  $9,181,  respectively,  compared  to $6,142 and $19,389 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
decrease in interest  income from 1994 to 1995 is principally  attributable to a
lower  availability  of cash used for investment  prior to  distribution  to the
Partners.  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 5 LIMITED PARTNERSHIP


                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION




     For the three  months  ended  September  30,  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 $20,700  compared to a net gain of $12,600 on equipment  which had been fully
depreciated for the same period in 1994.

     For the  nine  months  ended  September  30,  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 $39,000  compared to a net gain of $65,589 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 revenue generated from that asset,  together
with its residual value. The latter consists of cash proceeds  realized upon the
asset's sale in addition to all other cash  receipts  obtained  from renting the
asset on a re-lease, renewal or month-to-month basis. The 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 achieved from leasing the equipment.

     Depreciation  expense  was  $251,044  and  $753,134  for the three and nine
months ended September 30, 1995, respectively, compared to $251,046 and $753,135
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 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 $1,726 and $12,479,  or less than 1% and 1.1% of lease
revenue for the three and nine months ended  September  30, 1995,  respectively,
compared to $12,629  and $44,926 or 3.2% and 3.6% of lease  revenue for the same
periods 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 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 approximately 3.2% and
5% of lease  revenue for the three and nine months  ended  September  30,  1995,
respectively, compared to 4.1% and 3.9% of lease revenue for the same periods in
1994.  The overall  increase  in  operating  expenses  from 1994 to 1995 was due
principally  to  higher  premiums   incurred  in  connection  with  supplemental
insurance  policies  carried  by the  Partnership  on  certain  aircraft  and 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 $920,911 and  $1,180,697  for the nine
months ended September 30, 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  $39,000 in equipment sale
proceeds compared to $65,589 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 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 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 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 $720,151.  In accordance with
the Amended and Restated Agreement and Certificate of Limited  Partnership,  the
Limited Partners were allocated 99% of these distributions, or $712,949, and the
General  Partner  was  allocated  1%, or  $7,202.  The third  quarter  1995 cash
distribution was paid on October 13, 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.


<PAGE>





                      AMERICAN INCOME 5 LIMITED PARTNERSHIP

                                    FORM 10-Q

                           PART II. OTHER INFORMATION



         Item 1.                           Legal Proceedings
                                           Response:  None

         Item 2.                           Changes in Securities
                                           Response:  None

         Item 3.                           Defaults upon Senior Securities
                                           Response:  None

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

         Item 5.                           Other Information
                                           Response:  None

         Item 6(a).                        Exhibits
                                           Response:  None

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



<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 5 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:
                                        Gary M. Romano
                                        Vice President and Controller
                                        (Duly Authorized Officer and
                                        Principal Accounting Officer)


                               Date:





<PAGE>





14

                                 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 5 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:    November 13, 1995



<PAGE>








<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         196,625
<SECURITIES>                                         0
<RECEIVABLES>                                  103,309
<ALLOWANCES>                                    20,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                               279,934
<PP&E>                                      12,849,772
<DEPRECIATION>                               9,869,922
<TOTAL-ASSETS>                               3,259,784
<CURRENT-LIABILITIES>                          278,948
<BONDS>                                         93,511
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   2,887,325
<TOTAL-LIABILITY-AND-EQUITY>                 3,259,784
<SALES>                                              0
<TOTAL-REVENUES>                             1,115,283
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               864,521
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,479
<INCOME-PRETAX>                                286,464
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            286,464
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   286,464
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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