AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
10-Q, 1994-11-14
EQUIPMENT RENTAL & LEASING, NEC
Previous: AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP, 10-Q, 1994-11-14
Next: UNITED PARCEL SERVICE OF AMERICA INC, 10-Q, 1994-11-14






                                   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 [FEE REQUIRED]

For the quarterly period ended      September 30, 1994                         

                                        OR

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

or the transition period from                          to                      

                                                        


For Quarter Ended September 30, 1994           Commission File No. 0-16512


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

Massachusetts                                         04-2968859                
(State or other jurisdiction of                    (IRS Employer
 incorporation or organization)                    Identification No.)

Exchange Place, 14th Floor, Boston, MA                02109                     
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code     (617) 542-1200           


_______________________________________________________________________________
 (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____


[CAPTION]
               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                                    FORM 10-Q

                                      INDEX
<TABLE>


<S>                                                                      <C>
PART I.  FINANCIAL INFORMATION:                                          Page 


   Item 1.  Financial Statements 

     Statement of Financial Position
     at September 30, 1994 and December 31, 1993                             3

     Statement of Operations
     for the three and nine months ended September 30, 1994 and 1993         4

     Statement of Cash Flows
     for the nine months ended September 30, 1994 and 1993                   5

     Notes to the Financial Statements                                     6-9


   Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results of Operations                10-14


PART II. OTHER INFORMATION:

   Items 1 - 6                                                              15


</TABLE>



















[CAPTION]
 
               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                    September 30, 1994 and December 31, 1993

                                   (Unaudited) 

<TABLE>

                                                 September 30,     December 31, 
                                                      1994             1993     

ASSETS
<S>                                              <C>              <C>
Cash and cash equivalents                        $   1,230,353    $   1,870,476 

Rents receivable, net of allowance for 
 doubtful accounts of $60,000 and
 $113,000 at September 30, 1994 and
 December 31, 1993, respectively                       204,519          236,763 

Accounts receivable - affiliate                        122,802          128,773 

Equipment at cost, net of accumulated
 depreciation of $10,910,014 and
 $11,753,129 at September 30, 1994 and
 December 31, 1993, respectively                     5,410,725        6,267,867 

    Total assets                                 $   6,968,399    $   8,503,879 



LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                    $     237,226    $     591,954 
Accrued interest                                         8,924           26,632 
Accrued liabilities                                     18,626           64,500 
Accrued liabilities - affiliate                         18,442           11,533 
Deferred rental income                                  68,550           47,446 
Cash distributions payable to partners                 569,359          569,359 

    Total liabilities                                  921,127        1,311,424 

Partners' capital (deficit):
 General Partners                                     (187,400)        (175,947)
 Limited Partnership Interests
 (1,127,330 Units; initial purchase
 price of $25 each)                                  6,234,672        7,368,402 

    Total partners' capital                          6,047,272        7,192,455 

    Total liabilities and partners' capital      $   6,968,399    $   8,503,879 

</TABLE>

[CAPTION]
                   AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                                 STATEMENT OF OPERATIONS
           for the three and nine months ended September 30, 1994 and 1993

                                       (Unaudited)

<TABLE>

                                  Three Months                   Nine Months
                              Ended September 30,            Ended September 30,     
                              1994            1993           1994            1993    
<S>                       <C>             <C>             <C>             <C>
Income:

  Lease revenue           $   423,582     $   530,537     $1,523,819      $1,599,429 

  Interest income              14,515           5,496         39,260          22,504 

  Gain on sale
   of equipment                41,878         298,685        103,730         462,967 

     Total income             479,975         834,718      1,666,809       2,084,900 


Expenses:

  Depreciation                273,725         457,751        874,181       1,565,490 

  Interest expense              5,506          12,854         21,783          45,030 

  Equipment management 
   fees - affiliate            21,179          26,526         76,191          79,971 

  Operating expenses
   - affiliate                 85,607          21,788        131,760          80,376 

     Total expenses           386,017         518,919      1,103,915       1,770,867 


Net income                $    93,958     $   315,799     $  562,894      $  314,033 


Net income per limited
 partnership unit         $      0.08     $      0.28     $     0.49      $     0.28 

Cash distributions 
 declared per limited 
 partnership unit         $      0.50     $      0.50     $     1.50      $     1.50 
</TABLE>

[CAPTION]
                   AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                                 STATEMENT OF CASH FLOWS
                  for the nine months ended September 30, 1994 and 1993

                                       (Unaudited)
<TABLE>
                                                                1994         1993    

<S>                                                         <C>          <C>
Cash flows from (used in) operating activities:
Net income                                                  $   562,894  $   314,033 

Adjustments to reconcile net income to
  net cash from operating activities:
    Depreciation                                                874,181    1,565,490 
    Gain on sale of equipment                                  (103,730)    (462,967)
    Decrease in allowance for doubtful accounts                 (53,000)          -- 

Changes in assets and liabilities
  Decrease (increase) in:
    rents receivable                                             85,244      305,799 
    accounts receivable - affiliate                               5,971      (14,831)
  Increase (decrease) in:
    accrued interest                                            (17,708)     (26,507)
    accrued liabilities                                         (45,874)      (8,282)
    accrued liabilities - affiliate                               6,909      (15,167)
    deferred rental income                                       21,104       22,824 

      Net cash from operating activities                      1,335,991    1,680,392 

Cash flows from (used in) investing activities:
  Purchase of equipment                                         (18,346)          -- 
  Proceeds from equipment sales                                 105,037      878,779 

      Net cash from investing activities                         86,691      878,779 

Cash flows from (used in) financing activities:
  Proceeds form notes payable                                        --      125,631
  Principal payments - notes payable                           (354,728)    (599,069)
  Distributions paid                                         (1,708,077)  (1,565,736)

      Net cash used in financing activities                  (2,062,805)  (2,039,174)

Net increase (decrease) in cash and cash equivalents           (640,123)     519,997 

Cash and cash equivalents at beginning of period              1,870,476    1,075,294 

Cash and cash equivalents at end of period                  $ 1,230,353  $ 1,595,291 


Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                  $    39,491  $    71,537 
</TABLE>

               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
                        Notes to the Financial Statements

                               September 30, 1994
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

     The financial statements presented herein are prepared in conformity with 
enerally 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 1993 Annual Report.  Except 
as disclosed herein, there has been no material change to the information 
presented in the footnotes to the 1993 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, 1994 and December 31, 1993 and results of operations 
for the three and nine month periods ended September 30, 1994 and 1993 have 
been made and are reflected.


NOTE 2 - CASH

     The Partnership invests excess cash with large institutional banks in 
reverse repurchase agreements with overnight securities.  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 
$1,722,352 are due as follows:

     For the year ending September 30, 1995      $   970,835
                                       1996          488,352
                                       1997          263,165

                                      Total      $ 1,722,352


     The Managing General Partner lowered the aggregate amount reserved against 
potentially uncollectable rents to $60,000 during the nine months ended 
September 30, 1994.  This caused an increase in lease revenue of $53,000 or 
$0.05 per limited partnership unit.  It cannot be determined whether the 
Partnership will recover any past due rents in the future; however, the 
Managing General Partner will pursue the collection of all such items.

     During 1994, the Partnership and other affiliated partnerships, executed a
renewal lease agreement in connection with an MD-82 aircraft leased by 
Northwest Airlines, Inc. ("Northwest").  Pursuant to the agreement, Northwest 
will continue to lease the aircraft until July 31, 1997.  The Partnership, 
which owns a 16% interest in this aircraft, will receive an aggregate of 
$962,529 in lease revenue during the thirty-eight month renewal period.  Such 
rents are included in the future minimum rents above.


NOTE 4 - EQUIPMENT

     At September 30, 1994, the Partnership owned equipment with an original 
cost of $16,320,739 as summarized below.  In the opinion of American Finance 
Group ("AFG"), the carrying value of the equipment does not exceed its fair 
market value.  The equipment is summarized as follows:
<TABLE>
                                            Lease Term         Equipment  
        Equipment Type                       (Months)           at Cost   
<S>                                            <C>           <C>
Aircraft                                       12-60         $  8,412,409 
Communications                                 12-84            1,547,195 
Retail store fixtures                           1-72            1,511,637 
Motor vehicles                                 12-72            1,182,898 
Furniture and fixtures                         17-84            1,125,280 
Trailers/intermodal containers                 36-60              668,519 
Manufacturing                                  36-72              663,153 
Locomotives                                    57-60              438,017 
Materials handling                              1-84              305,438 
Construction and mining                        36-84              303,974 
Medical                                           24              116,689 
Computers and peripherals                       1-60               34,773 
Photocopying                                    1-36               10,757 

                                Total equipment cost           16,320,739 

                            Accumulated depreciation          (10,910,014)

          Equipment, net of accumulated depreciation         $  5,410,725 
</TABLE>

     The summary above includes equipment held for sale or re-lease which was 
fully depreciated and had an original cost of approximately $276,000 at 
September 30, 1994.


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, 1994 and 1993, which were paid or accrued by the 
Partnership to AFG or its Affiliates, are as follows:


                                                       1994          1993    

     Equipment management fees                      $  76,191     $  79,971  
     Administrative charges                             9,000        11,955  
     Reimbursable operating expenses
       due to third parties                           122,760        68,421  

                               Total                $ 207,951     $ 160,347  

     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, 1994, the Partnership was owed $122,802 by AFG
for such funds and the interest thereon.  These funds were remitted to the 
Partnership in October 1994.


NOTE 6 - NOTES PAYABLE

     Notes payable at September 30, 1994 consisted of installment notes of 
$237,226 payable to banks and institutional lenders.  All of the installment 
notes are non-recourse, with interest rates ranging between 6.25% and 10.3% and
are collateralized by the equipment and assignment of the related lease 
payments.  The installment notes will be fully amortized by noncancellable 
rents.  All of the outstanding notes are payable in the year ended 
September 30, 1995.


NOTE 7 - LEGAL PROCEEDINGS

     In 1991, a lessee of the Partnership, Healthcare Financial Services, Inc. 
and Healthcare International, Inc., the guarantor of certain lease obligations 
of Healthcare Financial Services, Inc., (collectively, the "Debtors") filed for
bankruptcy protection under Chapter 11 of the Bankruptcy Code.  The Partnership
and other AFG-sponsored programs filed a proof of claim in this case.  The 
affected equipment, having a cost of $116,689 and representing 1% of the 
Partnership's aggregate equipment portfolio at September 30, 1994, was assumed 
by a successor sub-lessee which has communicated interest in purchasing the 
equipment.  The Chapter 11 proceeding of the Debtors was dismissed on July 21, 
1994.  This bankruptcy is not expected to have a material adverse effect on the
financial position of the Partnership.

     In July 1993, Fred Meyer, Inc. (the "plaintiff"), in anticipation of a 
declaration of lease default by AFG, filed a complaint against AFG (the 
"defendant") in the Circuit Court of the State of Oregon as a result of a 
dispute which arose between the plaintiff and the defendant concerning holdover
rents due to the Partnership with respect to certain equipment and the fair 
market value of such equipment leased by the Partnership to the plaintiff.  AFG
filed an answer to the plaintiff's complaint and asserted a counterclaim 
seeking monetary damages.  A Settlement Agreement, including dismissal of 
this case, was executed on June 22, 1994 and resulted in the plaintiff's 
payment of $194,988 to the Partnership for rent and residual proceeds.  The 
equipment dispositions resulted in a net gain of $44,597, for financial 
statement purposes, which the Partnership recorded in June 1994.  This 
settlement did not have a material adverse effect on the financial position 
of the Partnership.


NOTE 8 - SUBSEQUENT EVENT

     In connection with the indebtedness of AFG Holdings (Massachusetts) 
Limited Partnership ("Holdings Massachusetts") to its senior lender (the 
"Senior Lender"), referred to in Note 1 of the Partnership's 1993 Annual 
Report on Form 10-K, which was incurred by Holdings Massachusetts in 1990 to 
acquire AFG and which is scheduled to mature on August 1, 1995, the 
management of AFG and the Senior Lender have agreed to the following actions:
(i) the Senior Lender will foreclose on its security interests in AFG 
Holdings (Illinois) Limited Partnership and other affiliated parties thereby 
causing a change in control of AFG, and (ii) the Senior Lender will sell all 
of the interests it acquires in foreclosure to GDE Acquisitions Limited 
Partnership, a Massachusetts limited partnership entirely owned and 
controlled by Gary D. Engle, President and Executive Committee Member of AFG.
In effect, GDE Acquisitions Limited Partnership will acquire all of the 
assets, rights and obligations of AFG from the Senior Lender and assume 
control of AFG.  Purchase and sale agreements to effect this transfer were 
executed on October 17, 1994.  The acquisition of AFG by GDE Acquisitions 
Limited Partnership will occur only after the foreclosure event by the Senior
Lender has been concluded.  In this regard, the Senior Lender provided notice
on October 21, 1994 to Holdings Massachusetts and certain other affiliates of
its intent to foreclose.  The foreclosure event is expected to occur on or 
after November 11, 1994.  The sale of AFG to GDE Acquisitions Limited 
Partnership is expected to occur on or before December 31, 1994.  
Notwithstanding the foregoing, AFG's executive management views the foreclosure
and restructuring events favorably and looks forward to their timely 
conclusion.  AFG will continue to be managed by its current executive group 
after the restructuring.



               AMERICAN INCOME PARTNERS III-B 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, 1994 compared to the three and nine 
months ended September 30, 1993:

Overview

     As an equipment leasing partnership, the Partnership was designed to  
progress through four major phases:  development, acquisition, 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.  At first, all equipment will generate rental revenues under lease 
agreements identified as primary term.  As the Partnership ages, these primary 
term lease agreements will expire on an intermittent basis.  Equipment held 
under expired leases may be renewed, re-leased or sold, depending on prevailing
market conditions and AFG's assessment of such conditions, to obtain the most 
advantageous economic benefit.  Over time, the frequency of primary lease term 
expirations will increase and a greater portion of the Partnership's original 
equipment portfolio will become available for remarketing.  Cash generated from
operations and from sales or refinancings will begin to fluctuate as a result, 
until all equipment is sold and the Partnership is liquidated.  The 
Partnership's operations commenced in 1987.  Currently, the Partnership is in 
the latter stages of its operations phase.


Results of Operations

     For the three and nine months ended September 30, 1994, the Partnership 
recognized lease revenue of $423,582 and $1,523,819, respectively, compared to 
$530,537 and $1,599,429 for the same periods in 1993.  The decrease in lease 
revenue from 1993 to 1994 was expected and resulted principally from primary 
lease term expirations and the sale of equipment.  In addition, during May 
1994, the Partnership re-leased an L1011-100 aircraft, in which it owns a 
26.21% interest, to a third party.  This re-lease will generate approximately
$157,000 in additional lease revenue through November 1994.

     The Managing General Partner lowered the aggregate amount reserved against
potentially uncollectable rents to $60,000 during the nine months ended 
September 30, 1994.  This caused an increase in lease revenue of $53,000 or 
$0.05 per limited partnership unit.  It cannot be determined whether the 
Partnership will recover any past due rents in the future; however, the 
Managing General Partner will pursue the collection of all such items.

     Interest income for the three and nine months ended September 30, 1994 
was $14,515 and $39,260, respectively, compared to $5,496 and $22,504 for the
same periods in 1993.  Interest income is generated from temporary investment
of rental receipts and equipment sale proceeds in short-term instruments.  The 
increase in interest income from 1993 to 1994 is attributable to a greater 
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, collection of lease revenue and the 
proceeds from equipment sales.

     For the three months ended September 30, 1994, the Partnership sold 
equipment having a net book value of $324 to existing lessees and third 
parties.  These sales resulted in a net gain, for financial statement 
purposes, of $41,878 compared to a net gain of $298,685 on equipment having a
net book value of $1,632 for the same period in 1993. 

     For the nine months ended September 30, 1994, the Partnership sold 
equipment having a net book value of $1,307 to existing lessees and third 
parties.  These sales resulted in a net gain, for financial statement purposes,
of $103,730 compared to a net gain of $462,967 on equipment having a net book 
value of $415,812 for the same period in 1993. 

     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 and nine months ended 
September 30, 1994 was $273,725 and $874,181, respectively, compared to 
$457,751 and $1,565,490 for the same periods in 1993.  The Partnership 
depreciates its equipment, on a straight-line basis, to an amount equal to 
its estimated residual value at the end of its useful life.  Typically, 
useful life corresponds to the primary lease term period associated with each
asset.  To the extent that equipment is held longer than its expected useful 
life (beyond the primary lease term period), the Partnership continues to 
depreciate the equipment on a straight-line basis over its remaining economic
life.

     Interest expense was $5,506 and $21,783 or 1.3% and 1.4% of lease revenue 
for the three and nine months ended September 30, 1994, respectively, compared 
to $12,854 and $45,030 or 2.4% and 2.8% of lease revenue for the same periods 
in 1993.  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 in each of the periods ended 
September 30, 1994 and 1993 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 20.2% and 
8.6% of lease revenue for the three and nine month periods ended 
September 30, 1994 and 1993, respectively, compared to 4.1% and 5% of lease 
revenue for the same periods in 1993.  The increase in operating expenses in 
1994 is due primarily to repair, maintenance, legal, and other costs incurred
in connection with the re-lease of an L1011-100 aircraft to a third-party.  
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.

     The relatively low inflation rates in 1994 and 1993 and the economic 
recession may have caused some re-lease and sale proceeds to be lower than that
which may have been achieved in a stronger economic environment.  In other 
cases, the economic recession may have had an adverse effect on the ability of 
certain lessees to fulfill all of their financial obligations under the leases. 
These factors will result in the investors achieving a rate-of-return lower 
than that anticipated at the Partnership's commencement date.


Discussion of Cash Flows

     The statement of cash flows summarizes the cash inflows and outflows from 
the Partnership's operating, investing and financing activities.  The 
Partnership's largest source of cash is that provided by operating activities. 
The Partnership's operating activities generated net cash of $1,335,991 and 
$1,680,392 for the nine months ended September 30, 1994 and 1993, respectively.

     The Partnership reflects cash expended for equipment acquisitions and cash
provided from equipment sale proceeds under investing activities.  In 1994, the
Partnership capitalized $18,346 in connection with the upgrade of an L1011-100 
aircraft.  During the nine months ended September 30, 1994, the Partnership 
realized $105,037 in equipment sale proceeds compared to $878,779 for the same 
period in 1993.

     Financing activities reflect a net cash outflow of $2,062,805 and 
$2,039,174 for the nine months ended September 30, 1994 and 1993, respectively. 
For the period ended September 30, 1993, the Partnership reflected cash inflows
from leveraging a portion of the Partnership's equipment portfolio with 
third-party lending institutions in the amount of $125,631.  During both 
periods, a significant cash outflow for the Partnership resulted from the 
repayment of notes payable.  All long-term financing was provided by 
third-party lending institutions.

     All of the Partnership's notes payable are secured by designated equipment
and the rental payments received in connection with that equipment.  As rental 
payments are collected, a portion or all of the rental payment is used to repay
the associated debt.  All debt is structured such that it is fully amortized 
over the lease term underlying the secured equipment.  Principal payments on 
long-term notes payable for the nine months ended September 30, 1994 and 1993 
were $354,728 and $599,069, respectively.

     A major outflow of cash is attributable to quarterly cash distributions 
paid to the General Partners and Recognized Owners.  Aggregate cash 
distributions paid during the nine month periods ended September 30, 1994 and 
1993 were $1,708,077 and $1,565,736, respectively.

     Cash distributions to the 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.

     Overall, cash and cash equivalents decreased by $640,123 and increased by 
$519,997 during the nine month periods ended September 30, 1994 and 1993, 
respectively.


Liquidity and Capital Resources

     The Partnership's operations are expected to generate a positive cash flow
each year through the final disposition of equipment.  However, the future 
liquidity of the Partnership is greatly dependent upon the collection of 
noncancellable rents and the residual values realized from remarketing the 
Partnership's equipment.  It is anticipated that cash proceeds resulting from 
these sources will satisfy the Partnership's future expense obligations.

     Lease revenues may drop significantly in the final stages of the 
Partnership's operations phase due to equipment sales and lower rental revenues
generated from renewal and re-lease activities.  Therefore, as the Partnership 
approaches its liquidation phase and the final stages of its remarketing 
activities, it is expected that the level of quarterly cash distributions will 
fluctuate.

     Further, the Partnership's future cash distributions will be negatively 
affected by the bankruptcy of certain lessees referred to in Note 7 to the 
financial statements in the 1993 Annual Report.  The bankruptcy of Affiliated 
Land Corporation ("Affiliated") will result in the Partnership's loss of any 
future interest in the residual value of the equipment Affiliated leased from 
the Partnership.  Aggregate program performance will be dependent upon many 
factors, including the outcome of all legal proceedings, the collection of all 
future noncancellable rents, and the results of remarketing the Partnership's 
remaining equipment.

     During 1994, the Partnership and other affiliated partnerships, executed a
renewal lease agreement in connection with an MD-82 aircraft leased by 
Northwest.  Pursuant to the agreement, Northwest will continue to lease the 
aircraft until July 31, 1997.  The Partnership, which owns a 16% interest in 
this aircraft, will receive an aggregate of $962,529 in lease revenue during 
the thirty-eight month renewal period.

     For the nine months ended September 30, 1994, the Partnership declared 
total cash distributions of Distributable Cash From Operations and 
Distributable Cash From Sales and Refinancings of $1,708,077.  In accordance 
with the Amended and Restated Agreement and Certificate of Limited 
Partnership, the Recognized Owners were allocated 99% of these distributions,
or $1,690,995 and the General Partners were allocated 1%, or $17,082.  The 
third quarter 1994 cash distribution occurred on October 14, 1994.

               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART II.   OTHER INFORMATION




     Item 1.               Legal Proceedings
                           Response:  
                           
                           Refer to Note 7 to the financial statements, 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 III-B LIMITED PARTNERSHIP


          By:  AFG Leasing 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:                                          






























                                 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 III-B LIMITED PARTNERSHIP


          By:  AFG Leasing 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 10, 1994                     


 






























© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission