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_______________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 2
to
SCHEDULE 13E-4
Issuer Tender Offer Statement (Pursuant to Section 13(e)(1)
of the Securities Exchange Act of 1934)
_______________________
AFG INVESTMENT TRUST C
(Name of Issuer and Name of Person Filing Statement)
CLASS A BENEFICIARY INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
_____________________________________
Copy to:
James A. Coyne Thomas F. Gloster III, Esq.
c/o Equis Financial Group Limited Partnership Peabody & Brown
88 Broad Street 101 Federal Street
Boston, Massachusetts 02110 Boston, Massachusetts 02110
(617) 854-5800 (617) 345-1141
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
______________________________________
August 7, 1997
(Date Tender Offer First Published, Sent or Given to Securityholders)
_____________________________________
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Item 1. Security and Issuer.
(b) This is the final Amendment to this Statement.
Item 4. Interest in Securities of the Issuer.
The response to Item 4 is amended to add the following:
The Offer expired at 5:00 p.m., Eastern time, on September 30, 1997.
Pursuant to the Offer, the Trust purchased 218,661 Class A Interests,
constituting approximately 11% of the Class A Interests outstanding prior to
such purchase.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 8, 1997
AFG INVESTMENT TRUST C
By: AFG ASIT Corporation,
its Managing Trustee
By: James A. Coyne
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Name: James A. Coyne
Title: Vice President
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