UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-Q


(Mark One)

[XX]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [FEE REQUIRED]

For quarterly period ended      September 30, 1994                              

                                        OR

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

For the transition period from                          to                     


                                                       

For Quarter Ended September 30, 1994           Commission File No. 0-16511


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

Massachusetts                                         04-2962676               
(State or other jurisdiction of                    (IRS Employer
 incorporation or organization)                    Identification No.)

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

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


______________________________________________________________________________
 (Former name, former address and former fiscal year, if changed since last 
  report.)

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required  to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes  X  No______ 

                  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13, or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days. Yes_____ No___

[CAPTION]
                           AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
                                          FINANCIAL DATA SCHEDULE
                                                EXHIBIT 27


   This schedule contains summary financial information extracted from the 
Statement of Financial Position and the Statement of Operations and is 
qualified in its entirety by reference to such financial statements.


               AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART II.   OTHER INFORMATION



     Item 1.               Legal Proceedings
                           Response:

                           Refer to Note 7 to the financial statements, herein.

     Item 2.               Changes in Securities
                           Response:  None

     Item 3.               Defaults upon Senior Securities
                           Response:  None

     Item 4.               Submission of Matters to a Vote of Security Holders
                           Response:  None

     Item 5.               Other Information
                           Response:  None

     Item 6(a).            Exhibits
                           Response:  

                           Exhibit 27 - Financial Data Schedule.

     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.



               AMERICAN INCOME PARTNERS III-A 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:   January 3, 1995