AMERICAN INCOME PARTNERS III-B LIMITED 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. 0-16512


                                                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.)

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 PARTNERS III-B LIMITED PARTNERSHIP

                                    FORM 10-Q

                                      INDEX



                                                                                                               Page
<S>                                                                                                           <C>

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>

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                   The accompanying notes are an integral part

                          of these financial statements

                                                             5
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               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

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

                                   (Unaudited)



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

Cash and cash equivalents                                                         $       797,604         $       958,005

Rents receivable, net of allowance for doubtful
     accounts of $60,000                                                                   78,835                 225,496

Accounts receivable - affiliate                                                           127,455                 125,811

Equipment at cost, net of accumulated depreciation of
     $7,410,125 and $10,675,416 at September 30, 1995
     and December 31, 1994, respectively                                                4,623,502               5,155,573
                                                                                  ---------------         ---------------

         Total assets                                                             $    5,627,396          $    6,464,885
                                                                                  ==============          ==============



LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                                                                  --         $       223,620
Accrued interest                                                                               --                   8,572
Accrued liabilities                                                               $         13,750                 15,500
Accrued liabilities - affiliate                                                             2,143                   3,557
Deferred rental income                                                                     64,729                  29,985
Cash distributions payable to partners                                                    355,849                 569,359
                                                                                  ---------------         ---------------

         Total liabilities                                                                436,471                 850,593
                                                                                  ---------------         ---------------

Partners' capital (deficit):
     General Partners                                                                    (195,961)               (191,728)
     Limited Partnership Interests
     (1,127,330 Units; initial purchase price of $25 each)                              5,386,886               5,806,020
                                                                                  ---------------         ---------------

         Total partners' capital                                                        5,190,925               5,614,292
                                                                                  ---------------         ---------------

         Total liabilities and partners' capital                                  $    5,627,396          $    6,464,885
                                                                                  ==============          ==============
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<CAPTION>


               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

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

                                   (Unaudited)



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

<S>                                           <C>                   <C>                   <C>                   <C>            
     Lease revenue                            $       275,818       $       423,582       $       800,343       $     1,523,819

     Interest income                                   10,716                14,515                32,771                39,260

     Gain on sale of equipment                        189,695                41,878               470,707               103,730
                                              ---------------       ---------------       ---------------       ---------------

         Total income                                 476,229               479,975             1,303,821             1,666,809
                                              ---------------       ---------------       ---------------       ---------------


Expenses:

     Depreciation                                     177,100               273,725               532,071               874,181

     Interest expense                                      16                 5,506                   726                21,783

     Equipment management fees
         - affiliate                                   13,791                21,179                40,017                76,191

     Operating expenses - affiliate                    20,019                85,607                86,827               131,760
                                              ---------------       ---------------       ---------------       ---------------

         Total expenses                               210,926               386,017               659,641             1,103,915
                                              ---------------       ---------------       ---------------       ---------------


Net income                                    $       265,303       $         93,958      $       644,180       $       562,894
                                              ===============       ================      ===============       ===============


Net income
     per limited partnership unit             $             0.23    $             0.08    $             0.57    $             0.49
                                              ==================    ==================    ==================    ==================

Cash distributions declared
     per limited partnership unit             $             0.31    $             0.50    $             0.94    $             1.50
                                              ==================    ==================    ==================    ==================



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<PAGE>

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<CAPTION>

               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

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

                                   (Unaudited)



                                                                                         1995                   1994
                                                                                  ------------------     -----------
Cash flows from (used in) operating activities:
<S>                                                                               <C>                    <C>            
Net income                                                                        $       644,180        $       562,894

Adjustments to reconcile net income to net cash from operating activities:
         Depreciation                                                                     532,071                874,181
         Gain on sale of equipment                                                       (470,707)              (103,730)
         Decrease in allowance for doubtful accounts                                           --                (53,000)

Changes in assets and liabilities Decrease (increase) in:
         rents receivable                                                                 146,661                 85,244
         accounts receivable - affiliate                                                   (1,644)                 5,971
     Increase (decrease) in:
         accrued interest                                                                  (8,572)               (17,708)
         accrued liabilities                                                               (1,750)               (45,874)
         accrued liabilities - affiliate                                                   (1,414)                 6,909
         deferred rental income                                                            34,744                 21,104
                                                                                  ---------------        ---------------

              Net cash from operating activities                                          873,569              1,335,991
                                                                                  ---------------        ---------------

Cash flows from investing activities:
     Purchase of equipment                                                                     --                (18,346)
     Proceeds from equipment sales                                                        470,707                105,037
                                                                                  ---------------        ---------------

              Net cash from investing activities                                          470,707                 86,691
                                                                                  ---------------        ---------------

Cash flows used in financing activities:
     Principal payments - notes payable                                                  (223,620)              (354,728)
     Distributions paid                                                                (1,281,057)            (1,708,077)
                                                                                  ---------------        ---------------

              Net cash used in financing activities                                    (1,504,677)            (2,062,805)
                                                                                  ---------------        ---------------

Net decrease in cash and cash equivalents                                                (160,401)              (640,123)

Cash and cash equivalents at beginning of period                                          958,005              1,870,476
                                                                                  ---------------        ---------------

Cash and cash equivalents at end of period                                        $       797,604        $    1,230,353
                                                                                  ===============        ==============


Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                                     $           9,298      $         39,491
                                                                                  =================      ================


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<PAGE>



8

              AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements
                               September 30, 1995

                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

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

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


NOTE 2 - CASH

     At September 30, 1995,  the  Partnership  had $795,000  invested in reverse
repurchase  agreements  secured  by U.S.  Treasury  Bills or  interests  in U.S.
Government securities.


NOTE 3 - REVENUE RECOGNITION

     Rents are payable to the Partnership  monthly,  quarterly or  semi-annually
and no  significant  amounts are calculated on factors other than the passage of
time. The leases are accounted for as operating  leases and are  noncancellable.
Rents  received  prior to their due dates are deferred.  Future minimum rents of
$1,280,720 are due as follows:


     For the year ending September 30,       1996                  $     707,910
                                             1997                        516,699
                                             1998                         56,111
                                                                 ---------------

                                            Total                   $  1,280,720
                                                                    ============




<PAGE>


               AMERICAN INCOME PARTNERS III-B 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.

                                                             Lease Term                      Equipment
         Equipment Type                                         (Months)                       at Cost

<S>                                                               <C>                        <C>          
Aircraft                                                          36-60                      $   8,412,409
Motor vehicles                                                    12-72                          1,177,235
Communications                                                     1-60                            975,717
Manufacturing                                                     36-72                            663,153
Locomotives                                                       57-60                            438,017
Materials handling                                                 1-84                            231,156
Medical                                                              24                            116,689
Computers and peripherals                                          1-60                             19,251
                                                                                          ----------------

                                                   Total equipment cost                         12,033,627

                                               Accumulated depreciation                         (7,410,125)

                             Equipment, net of accumulated depreciation                      $   4,623,502

                                                                                             =============

</TABLE>
     At September  30, 1995,  the  Partnership's  equipment  portfolio  included
equipment  having a  proportionate  original cost of  $10,028,529,  representing
approximately 83% of total equipment cost.

     The summary above includes  equipment held for sale or re-lease with a cost
of  approximately  $276,000  which had been fully  depreciated  at September 30,
1995.
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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:

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

<S>                                                       <C>                   <C>          
     Equipment management fees                            $      40,017         $      76,191
     Administrative charges                                      15,750                 9,000
     Reimbursable operating expenses
         due to third parties                                    71,077               122,760
                                                         --------------         -------------

                                     Total                $     126,844$    207,951
                                                          =========================
</TABLE>


         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 $127,455 by AFG for such funds
and the interest thereon.
These funds were remitted to the Partnership in October 1995.
               AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)



     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 97,560 Units or 8.65% 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.




<PAGE>


               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, 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  revenue  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 1987.


Results of Operations

     For the three and nine months ended  September  30, 1995,  the  Partnership
recognized  lease  revenue of $275,818 and $800,343,  respectively,  compared to
$423,582  and  $1,523,819  for the same  periods in 1994.  The decrease in lease
revenue between 1994 and 1995 was expected and resulted principally from primary
lease term expirations and the sale of equipment.

     The Partnership's  equipment portfolio includes certain assets in which the
Partnership  holds  a  proportionate  ownership  interest.  In such  cases,  the
remaining interests are owned by AFG or an affiliated  equipment leasing program
sponsored by AFG.  Proportionate  equipment ownership enables the Partnership to
further  diversify its equipment  portfolio by participating in the ownership of
selected assets,  thereby reducing the general levels of risk which could result
from a  concentration  in any single  equipment  type,  industry or lessee.  The
Partnership  and each  affiliate  individually  report,  in  proportion to their
respective ownership interests, their respective shares of assets,  liabilities,
revenues, and expenses associated with the equipment.

     At June 30,  1994,  the Managing  General  Partner  reviewed the  aggregate
amount reserved against potentially uncollectable rents and determined a reserve
of $60,000  would be  appropriate.  Accordingly,  the  Partnership  reduced  its
reserve  and  increased  lease  revenue in the amount of  $53,000.  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, 1995 was
$10,716  and $32,771  compared  to $14,515  and $39,260 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 was  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 PARTNERS III-B LIMITED PARTNERSHIP


                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION




     During the three and 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 net gains, for financial statement purposes, of
$189,695 and $470,707, respectively.

     During the three and nine months ended  September 30, 1994, the Partnership
sold equipment having a net book value of $324 and $1,307,  respectively,  which
resulted  in net  gains,  for  financial  statement  purposes,  of  $41,878  and
$103,730, respectively.

         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 the Partnership achieved from leasing the equipment.

     Depreciation expense for the three and nine months ended September 30, 1995
was $177,100 and $532,071,  respectively,  compared to $273,725 and $874,181 for
the same periods in 1994. For financial reporting  purposes,  to the extent that
an  asset  is held on  primary  lease  term,  the  Partnership  depreciates  the
difference  between  (i) the cost of the asset and (ii) the  estimated  residual
value of the asset on a straight-line basis over such term. For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date of primary lease expiration. To the extent that an asset 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 $16 and $726 or less than 1% of lease revenue for each
of the three and nine month  periods  ended  September  30, 1995,  respectively,
compared  to $5,506 and  $21,783 or 1.3% and 1.4% of lease  revenue for the same
periods in 1994.  Interest  expense is not  expected  to be  incurred  in future
periods due to the retirement of all outstanding debt obligations.

     Management  fees  were 5% of lease  revenue  in 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 7.3% and
10.9% of lease revenue for the three and nine month periods ended  September 30,
1995,  respectively,  compared  to 20.2% and 8.6% of lease  revenue for the same
periods  in 1994.  Operating  expenses  were  higher in 1994 than in 1995 due 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.


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 $873,569 and  $1,335,991  in 1995 and
1994, respectively.  Future renewal, re-lease and equipment sale activities will
cause a gradual  decline in the  Partnership's  lease revenue 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  expended for  equipment  acquisitions  and cash  realized  from asset
disposal   transactions   are  reported  under   investing   activities  on  the
accompanying  Statement  of Cash Flows.  In 1994,  the  Partnership  capitalized
$18,346 in connection with the upgrade of an L1011-100 aircraft. During the nine
months ended September 30, 1995, the Partnership  realized $470,707 in equipment
sale proceeds  compared to $105,037 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.   At  September  30,  1995,  the  Partnership  had  no
outstanding indebtedness.

     Cash  distributions  to the  General  Partners  and  Recognized  Owners are
declared  and  generally  paid within  fifteen  days  following  the end of each
calendar quarter.  The payment of such distributions is presented as a component
of financing activities. For the nine month period ended September 30, 1995, the
Partnership  declared  total  cash  distributions  of  Distributable  Cash  From
Operations and Distributable Cash From Sales and Refinancings of $1,067,547.  In
accordance  with the Amended and Restated  Agreement and  Certificate of Limited
Partnership, the Recognized Owners were allocated 99% of these distributions, or
$1,056,872,  and the General  Partners were allocated 1%, or $10,675.  The third
quarter 1995 cash distribution was paid on October 13, 1995.

     Cash  distributions  paid to the Recognized Owners consist of both a return
of and a return on  capital.  To the extent that cash  distributions  consist of
Cash From Sales or Refinancings,  substantially  all of such cash  distributions
should be viewed as a return of capital. Cash distributions do not represent and
are not indicative of yield on investment.  Actual yield on investment cannot be
determined  with any certainty  until  conclusion of the Partnership and will be
dependent upon the collection of all future  contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions,  technological changes, the ability
of  AFG  to  manage  and  remarket  the  assets,   and  many  other  events  and
circumstances,  could  enhance or detract from  individual  asset yields and the
collective performance of the Partnership's equipment portfolio.
     The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly  dependent upon the collection of contractual  rents and the
outcome of residual  activities.  The Managing General Partner  anticipates that
cash proceeds resulting from these sources will satisfy the Partnership's future
expense  obligations.  However, the amount of cash available for distribution in
future periods will fluctuate.  Equipment lease  expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
Accordingly,  fluctuations  in the level of quarterly  cash  distributions  will
occur during the life of the Partnership.


<PAGE>





               AMERICAN INCOME PARTNERS III-B 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 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:



<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 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 13, 1995






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         797,604
<SECURITIES>                                         0
<RECEIVABLES>                                  266,290
<ALLOWANCES>                                    60,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,003,894
<PP&E>                                      12,033,627
<DEPRECIATION>                               7,410,125
<TOTAL-ASSETS>                               5,627,396
<CURRENT-LIABILITIES>                          436,471
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   5,190,925
<TOTAL-LIABILITY-AND-EQUITY>                 5,627,396
<SALES>                                              0
<TOTAL-REVENUES>                               800,343
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               658,915
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 726
<INCOME-PRETAX>                                644,180
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            644,180
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   644,180
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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