AFG INVESTMENT TRUST B
10-Q, 1996-05-15
EQUIPMENT RENTAL & LEASING, NEC
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                                  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      March 31,
1996

                                       OR

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

For the transition period from                   to





For Quarter Ended March 31, 1996                   Commission File No. 0-21390


                              AFG Investment Trust B
            (Exact name of registrant as specified in its charter)

 Delaware                                                     04-3157230
(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,  ifchanged 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 wasrequired 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


<PAGE>


                             AFG Investment Trust B

                                    FORM 10-Q

                                      INDEX



                                                                           

PART I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>

     Item 1.  Financial Statements
<S>                                                                                                             <C> 
         Statement of Financial Position                                                                        Page
              at March 31, 1996 and December 31, 1995                                                             3

         Statement of Operations
              for the three months ended March 31, 1996 and 1995                                                  4

         Statement of Cash Flows
              for the three months ended March 31, 1996 and 1995                                                  5

         Notes to the Financial Statements                                                                      6-9


     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                             10-13


PART II.  OTHER INFORMATION:

     Items 1 - 6                                                                                                 14


</TABLE>





                             AFG Investment Trust B


                         STATEMENT OF FINANCIAL POSITION
                      March 31, 1996 and December 31, 1995

                                   (Unaudited)
                   
<TABLE>
<CAPTION>

                                                             
                                                                                          March 31,          December 31,
                                                                                             1996                1995
<S>                                                                              <C>                     <C>   
ASSETS

Cash and cash equivalents                                                         $       1,622,987       $        337,293

Rents receivable                                                                            451,934                729,555

Accounts receivable - affiliate                                                             218,364                105,494

Equipment at cost, net of accumulated depreciation
     of $10,327,968 and $9,940,387 at March 31, 1996
     and December 31, 1995, respectively                                                 16,817,801             18,399,341

Organization costs, net of accumulated amortization
     of $3,583 and $3,333 at March 31, 1996
     and December 31, 1995, respectively                                                      1,417                  1,667
                                                                                  -----------------       ----------------

         Total assets                                                             $      19,112,503         $   19,573,350
                                                                                  =================         ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                                                     $       6,843,881       $      7,097,113
Accrued interest                                                                             73,691                124,186
Accrued liabilities                                                                          19,750                 20,000
Accrued liabilities - affiliate                                                              21,225                     --
Deferred rental income                                                                      108,344                 20,802
Cash distributions payable to participants                                                  153,998                153,998
                                                                                  -----------------       ----------------

         Total liabilities                                                                7,220,889              7,416,099
                                                                                  -----------------       ----------------

Participants' capital (deficit):
     Managing Trustee                                                                       (30,721)               (28,065)
     Special Beneficiary                                                                   (260,698)              (238,783)
     Beneficiary Interests (665,494 Interests;
         initial purchase price of $25 each)                                             12,183,033             12,424,099
                                                                                  -----------------       ----------------

         Total participants' capital                                                     11,891,614             12,157,251
                                                                                  -----------------       ----------------

         Total liabilities and participants' capital                              $      19,112,503          $  19,573,350
                                                                                  =================          =============

                         The accompanying notes are an integral part
                               of these financial statements.
</TABLE>





                             AFG Investment Trust B


                             STATEMENT OF OPERATIONS
               for the three months ended March 31, 1996 and 1995

                                   (Unaudited)


<TABLE>
<CAPTION>




                                                                                          1996                     1995
                                                                                   ------------------       -----------
Income:
<S>                                                                                <C>                     <C>    

     Lease revenue                                                                 $     1,479,254          $     1,508,731

     Interest income                                                                         4,551                    5,190

     Loss on sale of equipment                                                             (184,016)                     --
                                                                                    ---------------         ---------------

         Total income                                                                    1,299,789                1,513,921
                                                                                   ---------------          ---------------


Expenses:

     Depreciation and amortization                                                       1,145,057                  963,437

     Interest expense                                                                      110,025                  142,668

     Equipment management fees - affiliate                                                  62,453                     55,392

     Operating expenses - affiliate                                                         16,893                   30,928
                                                                                   ---------------          ---------------

         Total expenses                                                                  1,334,428                1,192,425
                                                                                   ---------------          ---------------


Net income (loss)                                                                   $        (34,639)       $       321,496
                                                                                    ================        ===============


Net income (loss)
     per Beneficiary Interest                                                       $         (0.05)       $          0.44
                                                                                    ================        ===============

Cash distributions declared
     per Beneficiary Interest                                                      $          0.32          $         0.63
                                                                                    ===============          ==================


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

</TABLE>





                             AFG Investment Trust B


                             STATEMENT OF CASH FLOWS
               for the three months ended March 31, 1996 and 1995

                                   (Unaudited)


<TABLE>
<CAPTION>





                                                                                           1996                     1995
                                                                                    ------------------       -----------
<S>                                                                             <C>                     <C>    

Cash flows from (used in) operating activities:
Net income (loss)                                                               $       (34,639)         $       321,496

Adjustments  to  reconcile  net  income  (loss)  to  net  cash  from   operating
     activities:
         Depreciation and amortization                                                1,145,057                  963,437
         Loss on sale of equipment                                                      184,016                       --

Changes in assets and liabilities
     Decrease (increase) in:                                                            277,621                 (116,983)
         rents receivable
         accounts receivable - affiliate                                               (112,870)                 (72,332)
     Increase (decrease) in:
         accrued interest                                                               (50,495)                  39,721
         accrued liabilities                                                               (250)                  (5,500)
         accrued liabilities - affiliate                                                 21,225                  (83,863)
         deferred rental income                                                          87,542                   52,515
                                                                                ---------------          ---------------

              Net cash from operating activities                                      1,517,207                1,098,491
                                                                                ---------------          ---------------

Cash flows from (used in) investing activities:
     Purchase of equipment                                                           (1,441,796)                      --
     Proceeds from equipment sales                                                    1,694,513                       --
                                                                                ---------------          ---------------

                  Net cash from investing activities                                    252,717                       --
                                                                                ---------------          ---------------

Cash flows from (used in) financing activities:
     Proceeds from notes payable                                                        997,888                  265,421
     Principal payments - notes payable                                              (1,251,120)                (961,252)
     Distributions paid                                                                (230,998)                (461,996)
                                                                                ---------------          ---------------

              Net cash used in financing activities                                    (484,230)              (1,157,827)
                                                                                ---------------          ---------------

Net increase (decrease) in cash and cash equivalents                                  1,285,694                  (59,336)

Cash and cash equivalents at beginning of period                                        337,293                  441,329
                                                                                ---------------          ---------------

Cash and cash equivalents at end of period                                      $     1,622,987          $       381,993
                                                                                ===============          ===============


Supplemental disclosure of cash flow information:
       Cash paid during the period for interest                                 $       160,520          $       102,947
                                                                                ===============          ===============
                         The accompanying notes are an integral part
                               of these financial statements.

</TABLE>




                             AFG Investment Trust B


                        Notes to the Financial Statements
                                 March 31, 1996

                                   (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 1995 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1995 Annual Report.

     In the opinion of  management,  all  adjustments  (consisting of normal and
recurring  adjustments)  considered  necessary to present  fairly the  financial
position at March 31, 1996 and December 31, 1995 and results of  operations  for
the three  month  periods  ended  March 31, 1996 and 1995 have been made and are
reflected.


NOTE 2 - CASH

     At March 31, 1996, the Trust had $1,620,000  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 Trust 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
$11,462,911 are due as follows:

     For the year ending March 31,      1997                    $      5,313,524
                                        1998                           4,418,134
                                        1999                             941,638
                                        2000                             284,922
                                        2001                             225,603
                                  Thereafter                             279,090

                                            Total                $    11,462,911
                                                                 ===============

     During  March 1996,  the Trust  acquired an 8.86%  proportionate  ownership
interest in an MD-87 jet aircraft leased by Reno Air, Inc. (the "Reno Aircraft")
- - - See Note 4 herein.  The Trust will  receive  approximately  $143,000 of rental
revenue in the year ending March 31, 1997,  $159,000 in each of the years in the
period  ending  March 31, 2002 and  $120,000 in the year ending  March 31, 2003,
pursuant to the Reno Aircraft lease agreement.  Rents from the Reno Aircraft, as
provided for in the lease  agreement,  are  adjusted  monthly for changes of the
London Inter-Bank  Offered Rate ("LIBOR").  Future rents from the Reno Aircraft,
included above, reflect the most recent LIBOR effected rental payment.







                             AFG Investment Trust B


                        Notes to the Financial Statements
                                 March 31, 1996

                                   (Continued)



NOTE 4 - EQUIPMENT

     The  following  is a summary of  equipment  owned by the Trust at March 31,
1996. In the opinion of American Finance Group ("AFG"),  the acquisition cost of
the equipment did not exceed its fair market value.

<TABLE>
<CAPTION>



                                                             Lease Term                       Equipment
            Equipment Type                                     (Months)                        at Cost
<S>                                                               <C>                           <C>    

Aircraft                                                          60-81                       $  8,018,105
Computers and peripherals                                         10-62                          5,519,188
Materials handling                                                 4-60                          5,082,520
Communications                                                    12-60                          3,039,531
General plant and warehouse                                          60                          1,576,077
Construction and mining                                           36-60                          1,200,577
Retail store fixtures                                                36                          1,152,506
Tractors and heavy duty trucks                                    48-78                            605,644
Manufacturing                                                        60                            449,902
Furniture and fixtures                                               60                            284,019
Trailers/intermodal containers                                    36-60                            128,443
Photocopying                                                      36-60                             89,257
                                                                                           ---------------

                                                   Total equipment cost                         27,145,769

                                               Accumulated depreciation                        (10,327,968)

                             Equipment, net of accumulated depreciation                        $16,817,801
</TABLE>
     On September 29, 1995,  the Trust entered into an agreement with United Air
Lines, Inc. ("United") to sell the Trust's proportionate ownership interest in a
Boeing 747-SP aircraft (the "United Aircraft"), to United for cash consideration
of  $1,946,849  including  unpaid  rents  through the date of sale,  which event
concluded in February 1996. In March 1996, the Trust acquired an 8.86% ownership
interest in the Reno Aircraft,  pursuant to the  reinvestment  provisions of the
Trust's prospectus, at a cost of $1,239,741. To acquire the interest in the Reno
Aircraft,  the Trust obtained  leveraging of $997,888 from a third-party  lender
and utilized cash proceeds of $241,853 from the sale of the United Aircraft. The
Managing Trustee intends to reinvest the remaining proceeds from the sale of the
United Aircraft in other equipment in 1996.

     At March 31,  1996,  the Trust's  equipment  portfolio  included  equipment
having a proportionate original cost of $11,023,146,  representing approximately
41% of total equipment cost.

     At March 31, 1996,  the cost and net book value of equipment  held for sale
or re-lease was  approximately  $18,000 and $2,000,  respectively.  The Managing
Trustee is actively seeking the sale or re-lease of all equipment not on lease

     Effective January 1, 1996, the Trust adopted Financial Accounting Standards
Board Statement No. 121,  Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of, which requires  impairment losses to be
recorded on long-lived  assets used in operations  when indicators of impairment
are present and the  undiscounted  cash flows estimated to be generated by those
assets are less than the assets' carrying  amount.  Statement 121 also addresses
the  accounting  for  long-lived  assets that are  expected  to be disposed  of.
Adoption  of this  statement  did not have a  material  impact on the  financial
statements of the Trust.


NOTE 5 - RELATED PARTY TRANSACTIONS

     All operating  expenses  incurred by the Trust are paid by AFG on behalf of
the Trust and AFG is reimbursed at its actual cost for such  expenditures.  Fees
and other costs incurred during the three month periods ended March 31, 1996 and
1995,  which were paid or accrued by the Trust to AFG or its Affiliates,  are as
follows:
<TABLE>
<CAPTION>

                                                             1996                  1995
                                                       ----------------       ---------------
<S>                                                     <C>                     <C>    

     Equipment acquisition fees                          $       52,786                    --
     Equipment management fees                                   62,453          $     55,392
     Administrative charges                                       5,250                 3,000
     Reimbursable operating expenses
         due to third parties                                    11,643                27,928
                                                           ------------          ------------

                                    Total                  $    132,132          $     86,320
                                                           ============          ============
</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 Trust.  At
March  31,  1996,  the  Trust was owed  $218,364  by AFG for such  funds and the
interest thereon. These funds were remitted to the Trust in April 1996.


NOTE 6 - NOTES PAYABLE

     Notes  payable  at  March  31,  1996  consisted  of  installment  notes  of
$6,843,881 payable to banks and institutional  lenders.  The notes bear interest
rates  ranging  between  5.7%  and  7.7%,  except  for one  note  which  bears a
fluctuating  interest  rate  based on LIBOR  plus a margin  (7.63%  at March 31,
1996). All of the installment  notes are non-recourse and are  collateralized by
the equipment  and  assignment of the related  lease  payments.  Generally,  the
installment notes will be fully amortized by noncancellable  rents. However, the
Trust has a balloon  payment  obligation at the  expiration of the primary lease
term  related  to the Reno  Aircraft.  The  carrying  amount  of  notes  payable
approximates fair value at March 31, 1996.


     The annual maturities of the notes payable are as follows:

     For the year ending March 31,      1997                $ 2,982,379
                                        1998                  2,579,590
                                        1999                    536,432
                                        2000                    106,400
                                        2001                    116,278
                                  Thereafter                    522,802
                                                            -----------
                                       Total                $ 6,843,881
                                                            ===========





NOTE 7 - SUBSEQUENT EVENT

     Pursuant to its agreements  with PLM  International,  Inc.,  referred to in
Note 8 of the Trust's 1995 financial  statements,  American Finance Group agreed
to change its name and logo,  except where they are used in connection  with the
Trust and other affiliated investment programs. For all other purposes, American
Finance Group will operate as Equis Financial Group effective April 2, 1996.






                             AFG Investment Trust B


                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION







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

Three months  ended March 31, 1996  compared to the three months ended March 31,
1995:

Overview

     As an  equipment  leasing  trust,  the Trust  was  organized  to  acquire a
diversified  portfolio of capital  equipment  subject to lease  agreements  with
third  parties.  The Trust 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 Trust's portfolio will
progress through various stages.  Initially,  all equipment will generate rental
revenues  under  primary  term lease  agreements.  During the life of the Trust,
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 Trust'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  Trust  will be
dissolved. The Trust's operations commenced in 1992.


Results of Operations

     For the three  months  ended March 31,  1996,  the Trust  recognized  lease
revenue  $1,479,254  compared to  $1,508,731  for the same  period in 1995.  The
decrease in lease  revenue for the three months ended March 31, 1996 compared to
the same period in 1995 is due  primarily to the Trust's sale of its interest in
the United  Aircraft in February  1996, as discussed  below.  In the  near-term,
lease revenue is expected to increase,  due to reinvestment of the proceeds from
the sale of the United  Aircraft  in other  equipment.  Over time,  the level of
lease revenue will decline due to the  expiration  of the Trust's  primary lease
term agreements. The Trust also earns interest income from temporary investments
of rental receipts and equipment sales proceeds in short-term instruments.

     The Trust's equipment  portfolio includes certain assets in which the Trust
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 Trust 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 Trust 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.






                             AFG Investment Trust B


                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION


                                                            

     On  February 5, 1996,  the Trust  concluded  the sale of its  interest in a
Boeing  747-SP to the lessee,  United Air Lines,  Inc., as reported in Note 3 to
the Trust's 1995 Annual Report.  The Trust  recognized a net loss of $560,982 in
connection with this transaction, of which $384,782 was recognized as Write-Down
of Equipment in 1995. The remainder of $176,200 was recognized as a loss on sale
equipment on the accompanying  financial  statements for the quarter ended March
31, 1996.  In addition to lease rents,  the Trust  received net sale proceeds of
$1,684,292   from  United  for  the  aircraft.   The  Trust  plans  to  reinvest
substantially  all of such  proceeds in other  equipment  in 1996,  a portion of
which was completed in March 1996 through the  acquisition of an 8.86% ownership
interest in the Reno Aircraft at an aggregate cost of $1,239,741. To acquire the
interest  in the Reno  Aircraft,  the  Trust  obtained  long-term  financing  of
$997,888 from a  third-party  lender and utilized cash proceeds of $241,853 from
the sale of the United  Aircraft.  During the three months ended March 31, 1996,
the Trust sold other  equipment  having a net book value of $18,037 to  existing
lessees and third  parties.  These sales  resulted in a net loss,  for financial
statement  purposes,  of $7,816.  There were no equipment  sales during the same
period in 1995.

     It cannot be determined  whether future sales of equipment will result in a
net gain or a net loss to the Trust, 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 Trust 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 Trust 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 Trust achieved from leasing the equipment.

     Depreciation and amortization  expense for the three months ended March 31,
1996 was  $1,145,057  compared  to  $963,437  for the same  period in 1995.  For
financial  reporting  purposes,  to the extent  that an asset is held on primary
lease term, the Trust  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 Trust
continues  to  depreciate  the  remaining  net  book  value  of the  asset  on a
straight-line  basis over the asset's  remaining  economic life. The increase in
depreciation  expense for the three months ended March 31, 1996  compared to the
same period in 1995,  reflects the acquisition of equipment  subsequent to March
31, 1995.

     Interest expense was $110,025 or 7.4% of lease revenue for the three months
ended March 31, 1996, compared to $142,668 or 9.5% of lease revenue for the same
period in 1995. Interest expense in the near-term is expected to increase due to
anticipated leveraging to be obtained to finance the acquisition of reinvestment
equipment, discussed above. Thereafter,  interest expense will 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  approximately  4.2% of lease  revenue  for the three
months  ended March 31,  1996,  compared  to 3.7% of lease  revenue for the same
periods  in 1995.  Management  fees  are  based  on 5% of  gross  lease  revenue
generated by operating  leases and 2% of gross lease  revenue  generated by full
payout leases.

     Operating   expenses  consist   principally  of   administrative   charges,
professional  service costs,  such as audit and legal fees, as well as printing,
distribution  and  remarketing   expenses.   Collectively,   operating  expenses
represented  1.1% of lease  revenue for the three  months  ended March 31, 1996,
compared  to 2% of lease  revenue  for the same  period in 1995.  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
trust. Other  fluctuations  typically occur in relation to the volume and timing
of remarketing activities.



Liquidity and Capital Resources and Discussion of Cash Flows

     The Trust 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 Trust's  principal  operating  activities derive from asset rental
transactions.  Accordingly, the Trust'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 $1,517,207  and  $1,098,491 for the three months ended March 31, 1996
and 1995,  respectively.  In the  near-term,  net cash  inflows  generated  from
operating  activities  are expected to increase due to the receipt of additional
lease  revenue from  reinvestment  equipment  purchased  during the three months
ended March 31,  1996 and  additional  reinvestment  equipment  to be  purchased
during  the  remainder  of 1996.  Subsequently,  future  renewal,  re-lease  and
equipment  sale  activities  will cause a gradual  decline in the Trust'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  Trust  experiences  a higher
frequency of remarketing events.

     Ultimately,  the Trust 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.  During the three months ended March 31,
1996, the Trust expended  $1,441,796 to acquire equipment.  This amount reflects
the acquisition of an ownership  interest in a commercial jet aircraft at a cost
of $1,239,741, pursuant to the reinvestment provisions of the Trust's prospectus
and an original equipment acquisition of $202,055. During the three months ended
March 31, 1996, the Trust  realized net cash proceeds of $1,694,513.  There were
no  equipment  sales or equipment  acquisitions  during the same period in 1995.
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 Trust obtained long-term financing in connection with certain equipment
leases.  The origination of such  indebtedness and the subsequent  repayments of
principal are reported as components  of financing  activities.  Cash inflows of
$997,888  and  $265,421  during the three  months ended March 31, 1996 and 1995,
respectively,  resulted  from  leveraging  a portion  of the  Trust's  equipment
portfolio with  third-party  lenders.  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 the
near-term,  the amount of cash used to repay debt  obligations will increase due
to  leveraging  obtained  during  the three  months  ended  March  31,  1996 and
leveraging  expected to be obtained to finance  the  acquisition  of  additional
reinvestment  equipment.  Subsequently,  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.  However,  the Trust has a
balloon  payment  obligation at the expiration of the primary lease term related
to the Reno Aircraft.

     Cash distributions to the Managing Trustee, the Special Beneficiary and the
Beneficiaries  are declared and generally  paid within 45 days following the end
of each  calendar  month.  The payment of such  distributions  is presented as a
component  of financing  activities.  For the three months ended March 31, 1996,
the  Trust  declared  total  cash   distributions  of  Distributable  Cash  From
Operations and  Distributable  Cash From Sales and Refinancings of $230,998.  In
accordance with the Amended and Restated Declaration of Trust, the Beneficiaries
were  allocated  90.75%  of  these  distributions,   or  $209,631;  the  Special
Beneficiary  was  allocated  8.25%,  or $19,057;  and the  Managing  Trustee was
allocated 1%, or $2,310.

     Cash distributions paid to the Participants 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  Trust  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 Trust's equipment portfolio.

     The future  liquidity of the Trust 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  Trustee  anticipates  that cash
proceeds  resulting  from these sources will satisfy the Trust'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 Trust'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 monthly cash distributions will occur
during the life of the Trust.









                                                            





                             AFG Investment Trust B

                                    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







   


                                 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.



                             AFG Investment Trust B


                               By:      AFG ASIT Corporation, a Massachusetts
                                        corporation and the Managing Trustee of
                                        the Registrant.


                               By:      /s/  Michael J. Butterfield
                                        Michael J. Butterfield
                                        Treasurer AFG ASIT Corporation
                                        (Duly Authorized Officer and
                                        Principal Accounting Officer)


                               Date:    May 15, 1996


                               By:      /s/  Gary M. Romano
                                        Gary M. Romano
                                        Clerk of AFG ASIT Corporation
                                        (Duly Authorized Officer and
                                        Principal Financial Officer)


                               Date:    May 15, 1996





<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,622,987 
<SECURITIES>                                         0
<RECEIVABLES>                                  670,298
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,293,285 
<PP&E>                                      27,145,769
<DEPRECIATION>                              10,327,968   
<TOTAL-ASSETS>                              19,112,503
<CURRENT-LIABILITIES>                          377,008
<BONDS>                                      6,843,881  
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  11,891,614
<TOTAL-LIABILITY-AND-EQUITY>                19,112,503
<SALES>                                      1,479,254 
<TOTAL-REVENUES>                             1,299,789
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,224,403
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             110,025
<INCOME-PRETAX>                                (34,639)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (34,639)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (34,639)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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