AIRCRAFT INCOME PARTNERS L P
8-K, 1998-10-06
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT





                Date of Report (Date of earliest event reported).
                                 August 17, 1998


                          AIRCRAFT INCOME PARTNERS L.P.
             (Exact name of registrant as specified in its charter)



        Delaware                      0-17785                   13-3430508
- --------------------------------------------------------------------------------
(State or other jurisdiction        Commission                I.R.S. Employer
of incorporation)                   File Number               I.D. Number



             411 West Putnam Avenue, Suite 270, Greenwich, CT 06830
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



Registrant's Telephone Number
including area code: (203) 862-7444
<PAGE>
Item 2.  Acquisition or Disposition of Assets.

Between August 17, 1998 and September 23, 1998,  Aircraft  Income  Partners L.P.
("Registrant")  sold its interests in two Boeing 737-200  aircraft,  four Boeing
727-200 aircraft  (inclusive of an undivided 47.92231% joint venture interest in
one aircraft) and one McDonnell  Douglas DC9-51 aircraft.  Aside from the DC9-51
aircraft,  the  other  six  aircraft  had  an  original  cost  of  approximately
$71,235,500,  represented  45.03%  of the net  carrying  value  of  Registrant's
aircraft  as of the end of June 30,  1998  and,  at the time of sale,  had a net
carrying value of approximately $7,744,000.  Registrant's interest in the DC9-51
aircraft  consisted  of the right to receive  deferred  payments  of  $2,549,900
related  to a  September  1, 1996  installment  sale.  The sales were made to an
unaffiliated  third party for gross sales proceeds,  exclusive of closing costs,
of $18,000,000.  Registrant  intends to distribute in the fourth quarter of 1998
substantially all of the net sales proceeds from these sales.

Registrant's  remaining  aircraft  portfolio consists of three McDonnell Douglas
DC9-30 aircraft, all of which had been leased to Continental Airlines,  Inc. Two
of the  aircraft  were  returned  in  September  1998 and the lease of the third
aircraft is scheduled to expire in December 1998.

Registrant  intends to attempt to sell the three remaining  aircraft as promptly
as possible with a view towards  liquidating  Registrant's  entire portfolio and
winding up the business of Registrant prior to the end of 1999.
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      Aircraft Income Partners L.P.
                             By:      Integrated Aircraft Fund Management Corp.
                                      General Partner


                                      /s/ Allan B. Rothschild
                                      -----------------------
                                      Allan B. Rothschild
                                      Executive Vice President



















Date: October 6, 1998


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