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                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                          INDEX TO ANNUAL REPORT TO THE PARTNERS
                                                                                                                     



                                                                                                                      Page

SELECTED FINANCIAL DATA                                                                                                   2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                                                                     3-6


FINANCIAL STATEMENTS:

Report of Independent Auditors                                                                                            7

Statement of Financial Position
at December 31, 1995 and 1994                                                                                             8

Statement of Operations
for the years ended December 31, 1995, 1994 and 1993                                                                      9

Statement of Changes in Partners' Capital
for the years ended December 31, 1995, 1994 and 1993                                                                     10

Statement of Cash Flows
for the years ended December 31, 1995, 1994 and 1993                                                                     11

Notes to the Financial Statements                                                                                     12-20



ADDITIONAL FINANCIAL INFORMATION:

Schedule of Excess (Deficiency) of Total Cash
Generated to Cost of Equipment Disposed                                                                                  21

Statement of Cash and Distributable Cash
From Operations, Sales and Refinancings                                                                                  22

Schedule of Costs  Reimbursed to the Managing General Partner and its Affiliates
as  Required  by  Section  10.4  of  the  Amended  and  Restated  Agreement  and
Certificate of
Limited Partnership                                                                                                      23








                                                  SELECTED FINANCIAL DATA

        The  following  data  should be read in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements.

        For each of the five years in the period ended December 31, 1995:
                                                                                                                

         Summary of
         Operations                   1995              1994               1993               1992                1991

Lease revenue                    $   2,693,294     $    3,796,618      $    4,835,623    $     5,697,559     $    6,917,322

Net income (loss) before
     extraordinary item          $   1,811,605     $    1,044,147      $   (2,962,151)   $    (1,148,843)    $   (2,229,908)

     Extraordinary item                     --                 --           2,713,427                 --                 --

Net income (loss)                $   1,811,605     $    1,044,147      $     (248,724)   $    (1,148,843)    $   (2,229,908)

Per Unit:
Net income (loss) before
     extraordinary item          $        1.65     $         0.95      $        (2.70)   $         (1.05)    $        (2.03)

     Extraordinary item                     --                 --                2.47                 --                 --

Net income (loss)                $        1.65     $         0.95      $        (0.23)   $         (1.05)    $        (2.03)

Cash distributions               $        2.50     $         2.50      $         2.50    $          2.75     $         3.25


         Financial
          Position

Total assets                     $   8,488,286     $   10,333,211      $   13,233,144    $    21,375,739     $   27,774,893

Total long-term obligations      $   2,095,524     $    2,997,584      $    4,177,880    $     8,952,432     $   11,081,120

Partners' capital                $   5,645,999     $    6,576,668      $    8,274,795    $    11,265,793     $   15,431,138






                              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                        Year ended December 31, 1995 compared to the year
                   ended December 31, 1994 and the year ended December 31, 1994
                          compared to the year ended December 31, 1993

Overview

As an equipment  leasing  partnership,  American  Income  Partners  IV-D Limited
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
progresses  through various stages.  Initially,  all equipment  generates rental
revenues  under  primary  term  lease   agreements.   During  the  life  of  the
Partnership, these agreements expire on an intermittent basis and equipment held
pursuant to the related  leases are  renewed,  re-leased  or sold,  depending on
prevailing  market  conditions and the assessment of such conditions by American
Finance Group ("AFG") to obtain the most  advantageous  economic  benefit.  Over
time,  a greater  portion  of the  Partnership's  original  equipment  portfolio
becomes  available for  remarketing  and cash generated from operations and from
sales or  refinancings  begins to fluctuate.  Ultimately,  all equipment will be
sold and the Partnership will be dissolved. In accordance with the Partnership's
stated  investment  objectives  and policies,  the Managing  General  Partner is
considering  the  winding-up  of the  Partnership's  operations,  including  the
liquidation of its entire portfolio.  The Partnership's  operations commenced in
1989.


Results of Operations

        For the year ended December 31, 1995, the Partnership  recognized  lease
revenue of $2,693,294  compared to $3,796,618 and $4,835,623 for the years ended
December 31, 1994 and 1993,  respectively.  The  decrease in lease  revenue from
1993 to 1995 was  expected  and resulted  principally  from  primary  lease term
expirations  and the sale of  equipment.  The  Partnership  also earns  interest
income  from  temporary  investments  of rental  receipts  and  equipment  sales
proceeds in short-term instruments.

        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.

        In 1995,  the  Partnership  sold  equipment  having a net book  value of
$86,672 to existing  lessees and third  parties.  These sales  resulted in a net
gain,  for financial  statement  purposes of $803,927  compared to a net gain in
1994 of $733,270 on equipment having a net book value of $578,703 and a net loss
in 1993 of $294,309 on equipment having a net book value of $1,660,173.

        In March  1991,  a lessee  of the  Partnership,  Midway  Airlines  Inc.,
("Midway"),  filed for protection  under Chapter 11 of the  Bankruptcy  Code. On
November 27, 1991,  this  proceeding  was converted to a Chapter 7  liquidation.
Midway had leased two DC-9 aircraft in which the Partnership  owned a 65% share.
These aircraft had an original cost of $9,538,068 to the Partnership. To finance
the purchase of the  aircraft,  the  Partnership  had borrowed  $6,481,736  on a
non-recourse  basis  from  a  third-party  lending  institution.  In  1991,  the
estimated  fair market value of the Midway  aircraft was  determined  to be less
than the outstanding balance of the loan. Accordingly,  in 1991, the Partnership
reduced the carrying  value of its interest in these aircraft to an amount equal
to the  outstanding  indebtedness  (the  reduction  of the  carrying  value  was
$2,587,826  or $2.36  per  limited  partnership  unit).  The  lender  agreed  to
forestall,  until April 30, 1992,  any actions to force a cure of the  defaulted
note pending efforts by AFG to sell or re-lease the aircraft.  Such efforts were
unsuccessful and on May 26, 1992 the lender declared a loan default and demanded
full  payment of all amounts owed under the note  agreement.  On March 19, 1993,
both  aircraft  were  transferred  to a  designee  of  the  lender  in  lieu  of
foreclosure. The Partnership recorded a net gain on disposition of its interests
in the aircraft of $266,578 or $0.24 per limited partnership unit,  representing
interest expense  recorded in 1992 and forgiven at the date of disposition.  For
financial  statement  purposes,  this gain was  reported as a loss on  equipment
forfeiture  of  $2,446,849  and  an  extraordinary   gain  of  $2,713,427.   The
extraordinary  gain  resulted  from  the  related  indebtedness  at the  date of
foreclosure  being in  excess  of the  fair  market  value of the  Partnership's
interests  in the  aircraft.  At the  time  of  disposition,  the  Partnership's
interests in the aircraft had an estimated fair market value of $2,990,000 and a
net  book  value  of  $5,436,849.   The  amount  of  indebtedness  forgiven  was
$5,703,427,  including  accrued  interest of $345,071.  In consideration of this
transfer,  the  lender  reimbursed  to  the  Partnership  the  sum  of  $89,068,
representing the amount previously  advanced by the Partnership to the lender in
its  unsuccessful  attempt to facilitate the remarketing of these aircraft.  For
financial  statement  purposes,  this sum was  reported  as other  income on the
statement of operations  for the year ended  December 31, 1993.  These  advances
were originally reported as operating expenses when incurred.

        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  revenues  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  and  amortization  expense was $1,270,771,  $3,065,031 and
$4,603,501 for the years ended December 31, 1995,  1994 and 1993,  respectively.
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. (See Note 2 to
the financial statements herein.)

        Interest expense was $252,048 or 9.4% of lease revenue in 1995, $213,668
or 5.6% of lease  revenue in 1994 and $233,260 or 4.8% of lease revenue in 1993.
The increase in interest  expense from 1994 to 1995  resulted  principally  from
interest rate adjustments  associated with  variable-rate  financing obtained in
1993.  The increase in interest  expense as a percentage  of lease  revenue from
1993 to 1994 was due principally to additional  long-term  financing obtained in
1993 relating to the overhaul of certain railroad equipment. Interest expense in
the near-term  will  fluctuate due to the  variable-rate  financing.  Over time,
interest  expense  will  decline as the  principal  balance of notes  payable is
reduced through the application of rent receipts to outstanding debt.

        Management  fees were 5% of lease revenue in the years ended  December 
31, 1995, 1994  and 1993 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 5.5%, 2.7% and 2.3% of
lease revenue in 1995,  1994 and 1993,  respectively.  The increase in operating
expenses from 1994 to 1995 was due to an increase in professional  service costs
and  remarketing   expenses  and  insurance  premium  adjustments  for  aircraft
previously  owned by the Partnership.  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 $2,312,828,  $3,681,751 and $4,618,551
in 1995, 1994 and 1993,  respectively.  Future  renewal,  re-lease and equipment
sale activities will cause a gradual decline in the Partnership's lease revenues
and corresponding  sources of operating cash. Overall,  expenses associated with
rental  activities,  such as management  fees,  and net cash flow from operating
activities will also 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.  The  Partnership  capitalized  $1,069 of
refurbishment  costs to upgrade  certain  equipment in 1993.  During  1995,  the
Partnership  realized $890,599 in equipment sale proceeds compared to $1,311,973
and $1,365,864 in 1994 and 1993, respectively. 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.

        During 1994, the Partnership capitalized $592,500 of refurbishment costs
incurred  to  upgrade  two cargo  vessels  leased by  Gearbulk  Shipowning  Ltd.
("Gearbulk"),  formerly Kristian Gerhard Jebsen Skipsrederi A/S, pursuant to the
terms of an extended and renegotiated contract with Gearbulk.  The refurbishment
costs were financed with a third-party lender and shared between the Partnership
and other affiliated  partnerships in proportion to their  respective  ownership
interests in the vessels.

        The  Partnership  also incurred and capitalized  costs of  approximately
$2,717,000 to refurbish and improve certain railroad  equipment in 1993 pursuant
to a re-lease contract with Union Pacific Railroad Company ("Union Pacific"). As
with Gearbulk, the refurbishment costs were financed by a third-party lender and
shared between the Partnership and other  affiliated  partnerships in proportion
to their respective ownership interests in the equipment.

        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.  In future years, 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.
        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 year ended December 31, 1995, the Partnership
declared total cash  distributions  of  Distributable  Cash From  Operations and
Distributable Cash From Sales and Refinancings of $2,742,274. In accordance with
the Amended and Restated  Agreement and Certificate of Limited  Partnership (the
"Restated Agreement,  as amended"),  the Recognized Owners were allocated 99% of
these distributions,  or $2,714,851, and the General Partners were allocated 1%,
or $27,423.  The fourth quarter 1995 cash  distribution  was paid on January 22,
1996.

        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 Partnership's  future cash  distributions will be adversely affected
by the bankruptcy of Midway.  Although this bankruptcy had no immediate  adverse
effect on the  Partnership's  cash flow, as the  Partnership had fully leveraged
its ownership  interest in the underlying  aircraft,  this event resulted in the
Partnership's  loss of any  future  interest  in the  residual  value  of  these
aircraft.  This bankruptcy will have a material adverse effect on the ability of
the  Partnership to achieve all of its originally  intended  economic  benefits.
However,  the final  yield on  capital  will be  dependent  upon the  collective
performance results of all the Partnership's equipment leases.

        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.  In addition,  the  Partnership may be required to incur
asset  refurbishment  or upgrade  costs in  connection  with future  remarketing
activities.   Accordingly,   fluctuations   in  the  level  of  quarterly   cash
distributions will occur during the life of the Partnership.





                                              REPORT OF INDEPENDENT AUDITORS


To the Partners of American Income Partners IV-D Limited Partnership:

        We have audited the  accompanying  statements  of financial  position of
American  Income  Partners IV-D Limited  Partnership as of December 31, 1995 and
1994, and the related  statements of operations,  changes in partners'  capital,
and cash flows for each of the three  years in the  period  ended  December  31,
1995. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

        We conducted our audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of American  Income
Partners IV-D Limited Partnership at December 31, 1995 and 1994, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1995,  in  conformity  with  generally  accepted  accounting
principles.

        Our audits were  conducted  for the purpose of forming an opinion on the
basic  financial   statements  taken  as  a  whole.  The  Additional   Financial
Information  identified  in the  Index  to  Annual  Report  to the  Partners  is
presented for purposes of additional  analysis and is not a required part of the
basic financial statements.  Such information has been subjected to the auditing
procedures  applied in our audits of the basic financial  statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.






                                                              ERNST & YOUNG LLP






Boston, Massachusetts
March 12, 1996






                               The accompanying notes are an integral part of

                                                these financial statements.



                                                           -11-
                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                              STATEMENT OF FINANCIAL POSITION
                                                December 31, 1995 and 1994
                                                                                                   


                                                                           1995                            1994
ASSETS

Cash and cash equivalents                                                  $   2,000,212                   $    2,441,119

Rents receivable, net of allowance
     for doubtful accounts of $75,000                                            291,960                          292,398

Accounts receivable - affiliate                                                  213,685                          259,822

Equipment at cost, net of accumulated
     depreciation of $10,767,778 and $12,866,900
     at December 31, 1995 and 1994, respectively                               5,982,429                        7,339,872

         Total assets                                                       $  8,488,286                     $ 10,333,211


LIABILITIES AND PARTNERS' CAPITAL

Notes payable $                                                            2,095,524   $                   2,997,584
Accrued interest                                                                  29,643                           40,810
Accrued liabilities                                                               20,000                           15,500
Accrued liabilities - affiliate                                                       --                            4,459
Deferred rental income                                                            11,551                           12,621
Cash distributions payable to partners                                           685,569                          685,569

         Total liabilities                                                     2,842,287                        3,756,543

Partners' capital (deficit):
     General Partners                                                           (182,186)                        (172,879)
     Limited Partnership Interests (1,085,941
     Units; initial purchase price of $25 each)                                5,828,185                        6,749,547

         Total partners' capital                                               5,645,999                        6,576,668

         Total liabilities and partners' capital                            $  8,488,286                     $ 10,333,211








                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                                  STATEMENT OF OPERATIONS
                                   for the years ended December 31, 1995, 1994 and 1993
                                                                                                       

                                                              1995                      1994                       1993
Income:

     Lease revenue                                        $   2,693,294             $   3,796,618             $   4,835,623

     Interest income                                            121,300                    84,159                    45,576

     Other income                                                    --                        --                    89,068

     Gain (loss) on sale/forfeiture of equipment                803,927                   733,270                (2,741,158)

         Total income                                         3,618,521                 4,614,047                 2,229,109


Expenses:

     Depreciation and amortization                            1,270,771                 3,065,031                 4,603,501

     Interest expense                                           252,048                   213,668                   233,260

     Equipment management fees - affiliate                      134,665                   189,831                   241,781

     Operating expenses - affiliate                             149,432                   101,370                   112,718

         Total expenses                                       1,806,916                 3,569,900                 5,191,260


Net income (loss) before extraordinary item                   1,811,605                 1,044,147                (2,962,151)

Extraordinary item                                                   --                        --                 2,713,427

Net income (loss)                                          $  1,811,605              $  1,044,147             $    (248,724)


Net income (loss) before extraordinary item
     per limited partnership unit                         $        1.65             $        0.95             $       (2.70)

Extraordinary item
     per limited partnership unit                                    --                        --                      2.47

Net income (loss)
     per limited partnership unit                      $           1.65          $           0.95          $          (0.23)

Cash distributions declared
     per limited partnership unit                      $           2.50          $           2.50          $           2.50








                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                         STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                   for the years ended December 31, 1995, 1994 and 1993

                                                                                                     
                                                General
                                               Partners                     Recognized Owners
                                                Amount                 Units                Amount                 Total

Balance at December 31, 1992                $     (125,987)            1,085,941        $  11,391,780         $  11,265,793

Net loss - 1993                                     (2,487)                   --             (246,237)             (248,724)

Cash distributions declared                        (27,423)                   --           (2,714,851)           (2,742,274)

Balance at December 31, 1993                      (155,897)            1,085,941            8,430,692             8,274,795

Net income - 1994                                   10,441                    --            1,033,706             1,044,147

Cash distributions declared                        (27,423)                   --           (2,714,851)           (2,742,274)

Balance at December 31, 1994                      (172,879)            1,085,941            6,749,547             6,576,668

Net income - 1995                                   18,116                    --            1,793,489             1,811,605

Cash distributions declared                        (27,423)                   --           (2,714,851)           (2,742,274)

Balance at December 31, 1995                 $    (182,186)            1,085,941         $  5,828,185          $  5,645,999








                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                                  STATEMENT OF CASH FLOWS
                                   for the years ended December 31, 1995, 1994 and 1993
                                                                                                     
                                                                       1995                  1994                  1993
Cash flows from (used in) operating activities:
Net income (loss)                                                 $    1,811,605        $   1,044,147         $    (248,724)

Adjustments  to  reconcile  net  income  (loss)  to  net  cash  from   operating
     activities:
         Depreciation and amortization                                 1,270,771            3,065,031             4,603,501
         Increase in allowance for doubtful accounts                          --                   --                10,000
         (Gain) loss on sale/forfeiture of equipment                    (803,927)            (733,270)            2,741,158
         Extraordinary item                                                   --                   --            (2,713,427)
Changes in assets and liabilities:
     Decrease (increase) in:
         rents receivable                                                    438              336,416                73,004
         accounts receivable - affiliate                                  46,137               (9,063)              185,013
     Increase (decrease) in:
         accrued interest                                                (11,167)               4,529               (33,410)
         accrued liabilities                                               4,500                1,500                (9,500)
         accrued liabilities - affiliate                                  (4,459)                 725                  (710)
         deferred rental income                                           (1,070)             (28,264)               11,646

              Net cash from operating activities                       2,312,828            3,681,751             4,618,551

Cash flows from (used in) investing activities:
     Purchase of equipment                                                    --                   --                (1,069)
     Proceeds from equipment sales                                       890,599            1,311,973             1,365,864
              Net cash from investing activities                         890,599            1,311,973             1,364,795

Cash flows used in financing activities:
     Principal payments - notes payable                                 (902,060)          (1,772,796)           (2,132,757)
     Distributions paid                                               (2,742,274)          (2,742,274)           (2,742,274)

              Net cash used in financing activities                   (3,644,334)          (4,515,070)           (4,875,031)

Net increase (decrease) in cash and
     cash equivalents                                                   (440,907)             478,654             1,108,315

Cash and cash equivalents at beginning of year                         2,441,119            1,962,465               854,150

Cash and cash equivalents at end of year                          $ 2,000,212           $  2,441,119$  1,962,465

Supplemental disclosure of cash flow information:
     Cash paid during the year for interest                       $    263,215          $     209,139$     266,670

Supplemental disclosure of non-cash investing and financing activities:
     During 1994 and 1993 the Partnership  capitalized  $592,500 and $2,716,561,
     respectively, of refurbishment costs incurred to upgrade certain equipment,
     all of which was financed by third-party lenders.

     During 1993, the Partnership  forfeited  equipment with a fair market value
     of $2,990,000 to a lender in  consideration  of  forgiveness of the related
     debt and interest of $5,703,427.









                                                           -21-
                            AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
                                             Notes to the Financial Statements

                                                     December 31, 1995


NOTE 1 - ORGANIZATION AND PARTNERSHIP MATTERS

         The  Partnership  was  organized  as a  limited  partnership  under the
Massachusetts  Uniform Limited  Partnership Act (the "Uniform Act") on March 30,
1989,  for the purpose of acquiring  and leasing to third  parties a diversified
portfolio  of  capital  equipment.  Partners'  capital  initially  consisted  of
contributions  of $1,000  from the  Managing  General  Partner  (AFG  Leasing IV
Incorporated)   and  $100  from  the  Initial   Limited  Partner  (AFG  Assignor
Corporation).   On  July  6,  1989  the  Partnership   issued  1,085,941  units,
representing  assignments of limited  partnership  interests  (the "Units"),  to
1,982  investors.  Unitholders  and  Limited  Partners  (other  than the Initial
Limited Partner) are collectively  referred to as Recognized Owners.  Subsequent
to the Partnership's  Closing,  the Partnership had three General Partners:  AFG
Leasing IV Incorporated,  a Massachusetts  corporation,  Daniel J. Roggemann and
Geoffrey A. MacDonald  (collectively,  the "General  Partners").  Mr.  Roggemann
subsequently  elected to withdraw as an Individual  General Partner.  The common
stock of the  Managing  General  Partner  is owned by  AF/AIP  Programs  Limited
Partnership,   of  which  American   Finance  Group  ("AFG"),   a  Massachusetts
partnership, and a wholly-owned subsidiary, are the 99% limited partners and AFG
Programs,  Inc.,  which is  wholly-owned  by  Geoffrey A.  MacDonald,  is the 1%
general partner. The General Partners are not required to make any other capital
contributions except as may be required under the Uniform Act and Section 6.1(b)
of the Amended and Restated  Agreement and  Certificate  of Limited  Partnership
(the "Restated Agreement, as amended").

         AFG is a successor to the business of American  Finance Group,  Inc., a
Massachusetts corporation engaged since its inception in 1980 in various aspects
of the equipment leasing business. In 1990, certain members of AFG's management,
principally  Geoffrey A. MacDonald,  Chief  Executive  Officer and co-founder of
AFG,  established AFG Holdings  (Massachusetts)  Limited Partnership  ("Holdings
Massachusetts") to acquire ownership and control of AFG. Holdings  Massachusetts
effected  this  event by  acquiring  all of the  equity  interests  of AFG's two
partners,  AFG Holdings Illinois Limited Partnership  ("Holdings  Illinois") and
AFG Corporation.  Holdings  Massachusetts  incurred significant  indebtedness to
finance this acquisition, a significant portion of which was scheduled to mature
in 1995.

         On December 16, 1994, the senior lender to Holdings  Massachusetts (the
"Senior Lender") assumed control of its security  interests in Holdings Illinois
and AFG  Corporation  and sold all such  interests to GDE  Acquisitions  Limited
Partnership,  a Massachusetts  limited partnership owned and controlled entirely
by Gary D. Engle, President and a member of the Executive Committee of AFG. As a
result of this transaction, GDE Acquisitions Limited Partnership acquired all of
the assets,  rights and  obligations  of AFG from the Senior  Lender and assumed
control of AFG.  Geoffrey A. MacDonald remains as Chief Executive Officer of AFG
and member of its Executive Committee.

        Significant  operations commenced July 7, 1989 when the Partnership made
its initial equipment purchase.  Pursuant to the Restated Agreement, as amended,
Distributable  Cash  From  Operations  and  Distributable  Cash  From  Sales  or
Refinancings  will  be  allocated  99% to the  Recognized  Owners  and 1% to the
General  Partners until Payout and 85% to the  Recognized  Owners and 15% to the
General Partners after Payout. Payout will occur when the Recognized Owners have
received  distributions  equal to their  original  investment  plus a cumulative
annual return of 11% (compounded quarterly) on undistributed invested capital.

        Under the terms of a management  agreement  between the  Partnership and
AF/AIP Programs  Limited  Partnership  and the terms of an identical  management
agreement between AF/AIP Programs Limited Partnership and AFG (collectively, the
"Management  Agreement"),  management  services  are  provided  by  AFG  to  the
Partnership  at  fees  which  the  Managing   General  Partner  believes  to  be
competitive for similar services. (Also see Note 4.)






                         AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                             Notes to the Financial Statements

                                                        (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Cash Flows

        The Partnership considers liquid investment instruments purchased with a
maturity of three months or less to be cash equivalents.  From time to time, the
Partnership  invests  excess  cash with  large  institutional  banks in  reverse
repurchase  agreements  with  overnight  maturities.  Under  the  terms  of  the
agreements,  title to the underlying  securities passes to the Partnership.  The
securities underlying the agreements are book entry securities.  At December 31,
1995, the Partnership had $1,995,000  invested in reverse repurchase  agreements
secured by U.S. Treasury Bills or interests in U.S. Government securities.

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
$8,579,365 are due as follows:


        For the year ending December 31,       1996             $   1,929,426
                                               1997                 1,688,370
                                               1998                 1,638,634
                                               1999                   853,138
                                               2000                   617,449
                                         Thereafter                 1,852,348

                                              Total              $  8,579,365




        Revenue from major individual lessees which accounted for 10% or more of
lease  revenue  during the years ended  December 31,  1995,  1994 and 1993 is as
follows:
                                                                                                     

                                                              1995                      1994                       1993

Gearbulk Shipowning Ltd. (formerly Kristian
   Gerhard Jebsen Skipsrederi A/S)                        $   1,009,910             $   1,005,818             $     876,436
Union Pacific Railroad Company                            $     658,070             $     585,367                        --
Ford Motor Company                                                   --                        --             $     528,670
Fred Meyer, Inc.                                                     --                        --             $     514,062



        At December  31,  1993,  the  Managing  General  Partner  increased  the
aggregate amount reserved against  potentially  uncollectable  rents to $75,000.
This  caused a decrease  in lease  revenue of $10,000 in 1993.  The  reserve was
reviewed and considered  adequate as of December 31, 1994 and 1995. 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.






Use of Estimates

        The preparation of the financial statements in conformity with generally
accepted  accounting  principles  requires the use of estimates and  assumptions
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

Equipment on Lease

        All equipment was acquired  from AFG, one of its  affiliates,  including
other equipment leasing programs sponsored by AFG, or from third-party  sellers.
Equipment  cost  represents  asset  base  price  plus  acquisition  fees and was
determined in accordance with the Restated  Agreement,  as amended,  and certain
regulatory  guidelines.  Asset base price is affected by the relationship of the
seller  to the  Partnership  as  summarized  herein.  Where  the  seller  of the
equipment  was AFG or an  affiliate,  asset  base price was the lower of (i) the
actual  price paid for the  equipment  by AFG or the  affiliate  plus all actual
costs accrued by AFG or the  affiliate  while  carrying the  equipment  less the
amount  of all  rents  earned  by AFG or the  affiliate  prior  to  selling  the
equipment  or (ii) fair  market  value as  determined  by the  Managing  General
Partner  in its best  judgment,  including  all  liens and  encumbrances  on the
equipment  and other actual  expenses.  Where the seller of the  equipment was a
third  party who did not  manufacture  the  equipment,  asset base price was the
lower of (i) the price  invoiced by the third party or (ii) fair market value as
determined by the Managing  General  Partner.  Where the seller of the equipment
was a third party who also manufactured the equipment,  asset base price was the
manufacturer's invoice price, which price was considered to be representative of
fair market value.

Depreciation

        The Partnership's  depreciation  policy is intended to allocate the cost
of equipment  over the period  during which it produces  economic  benefit.  The
principal period of economic benefit is considered to correspond to each asset's
primary  lease  term,  which term  generally  represents  the period of greatest
revenue  potential for each asset.  Accordingly,  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.

        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.

Accrued Liabilities - Affiliate

        Unpaid operating  expenses paid by AFG on behalf of the Partnership are
reported as Accrued  Liabilities-Affiliate. (See Note 4.)

Allocation of Profits and Losses

        For  financial  statement  purposes,  net income or loss is allocated to
each Partner  according to their  respective  ownership  percentages (99% to the
Recognized  Owners  and 1% to  the  General  Partners).  See  Note 6  concerning
allocation of income or loss for income tax purposes.





Net Income (Loss) and Cash Distributions Per Unit

        Net income (loss) and cash distributions per Unit are based on 1,085,941
Units  outstanding  during each of the three years in the period ended  December
31, 1995 and computed after allocation of the General  Partners' 1% share of net
income (loss) and cash distributions.

Provision for Income Taxes

        No   provision   or  benefit  from  income  taxes  is  included  in  the
accompanying  financial  statements.  The Partners are responsible for reporting
their proportionate shares of the Partnership's taxable income or loss and other
tax attributes on their tax returns.

Reclassification

        Certain  reclassifications  have  been  made  to  prior  year  financial
statements to conform to the 1995 presentation.

Impact of Recently Issued Accounting Standards

        In March 1995, the Financial Accounting Standards Board issued 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. The
Partnership  will adopt Statement 121 in the first quarter of 1996 and, based on
current circumstances, does not believe the impact of adoption to be material to
the financial statements of the Partnership.



NOTE 3 - EQUIPMENT

        The  following is a summary of  equipment  owned by the  Partnership  at
December 31, 1995. In the opinion of AFG, the acquisition  cost of the equipment
did not exceed its fair market value.
                                                                                             
                                             Lease
                                              Term               Equipment
          Equipment Type                    (Months)              at Cost                            Location
Vessels                                         57-72         $   6,412,930         Foreign
Locomotives                                    21-120             4,787,949         NE
Materials handling                               1-60             2,784,244         CA/FL/GA/IL/IN/MD/MI/NC/NY/OH
                                                                                    PA/TX
Computers and peripherals                       18-60             1,004,073         WI
Construction and mining                          6-60               529,211         CA/MI/TX
Graphics printing and display                      24               390,511         IL
Motor vehicles                                  12-60               360,547         CA
Manufacturing                                   36-60               155,954         PA
Tractors and heavy duty trucks                   1-78               146,947         GA/IL/MD/MN/NJ/NY
Communications                                  12-60               101,473         PA
Photocopying                                     1-36                54,084         AZ/IN/NJ/TX
Research and test                               30-78                22,284         LA
                                 Total equipment cost            16,750,207
                             Accumulated depreciation           (10,767,778)
           Equipment, net of accumulated depreciation          $  5,982,429


         In 1994, the Partnership  incurred and capitalized costs of $592,500 to
refurbish  and improve two cargo  vessels  leased by  Gearbulk  Shipowning  Ltd.
("Gearbulk"),  formerly Kristian Gerhard Jebsen Skipsrederi A/S, pursuant to the
terms  of  an  extended  and   renegotiated   lease   contract  with   Gearbulk.
Refurbishment costs were financed by a third-party lender and shared between the
Partnership and other affiliated  partnerships in proportion to their respective
ownership  interests in each vessel. The refurbishment costs will be depreciated
over 15 years.

        In certain cases, the cost of the Partnership's  equipment  represents a
proportionate ownership interest. The remaining interests are owned by AFG or an
affiliated  equipment leasing program sponsored by AFG. 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.  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.  At December 31, 1995,  the  Partnership's  equipment
portfolio   included   equipment   having  a  proportionate   original  cost  of
$11,200,873, representing approximately 67% of total equipment cost.

        Certain of the equipment and related lease payment  streams were used to
secure term loans with third-party  lenders.  The preceding summary of equipment
includes leveraged equipment having an original cost of approximately $5,380,000
and a net book value of approximately $3,381,000 at December 31, 1995. (See Note
5.)

        Generally, the costs associated with maintaining, insuring and operating
the Partnership's  equipment are incurred by the respective  lessees pursuant to
terms specified in their individual lease agreements with the Partnership.

        As equipment  is sold to third  parties,  or otherwise  disposed of, the
Partnership  recognizes a gain or loss equal to the  difference  between the net
book value of the equipment at the time of sale or disposition  and the proceeds
realized  upon  sale or  disposition.  The  ultimate  realization  of  estimated
residual  value in the equipment is dependent  upon,  among other things,  AFG's
ability to maximize  proceeds from selling or re-leasing  the equipment upon the
expiration of the primary lease terms. The summary above includes equipment held
for re-lease or sale with an original  cost and net book value of  approximately
$68,000 and $2,600, respectively, at December 31, 1995.




NOTE 4 - 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 the years ended December 31,
1995, 1994 and 1993, which were paid or accrued by the Partnership to AFG or its
Affiliates, are as follows:
                                                                                                                 

                                                              1995                      1994                       1993

Equipment acquisition fees                                           --                        --             $          48
Equipment management fees                                 $     134,665             $     189,831                   241,781
Administrative charges                                           21,000                    12,000                    14,955
Reimbursable operating expenses
     due to third parties                                       128,432                    89,370                    97,763

                               Total                      $     284,097             $     291,201             $     354,547



        As  provided  under  the  terms  of  the  Management  Agreement,  AFG is
compensated  for its  services to the  Partnership.  Such  services  include all
aspects  of  acquisition,  management  and sale of  equipment.  For  acquisition
services, AFG is compensated by an amount equal to 4.75% of Equipment Base Price
paid by the  Partnership.  For  management  services,  AFG is  compensated by an
amount equal to the lesser of (i) 5% of gross lease rental revenue earned by the
Partnership or (ii) fees which the Managing General Partner reasonably  believes
to be competitive for similar services for similar equipment. Both of these fees
are  subject  to  certain  limitations  defined  in  the  Management  Agreement.
Compensation  to  AFG  for  services  connected  to the  sale  of  equipment  is
calculated  as the lesser of (i) 3% of gross sale  proceeds or (ii)  one-half of
reasonable  brokerage fees otherwise  payable under arm's length  circumstances.
Payment  of the  remarketing  fee is  subordinated  to Payout  and is subject to
certain limitations defined in the Management Agreement.

        Administrative  charges  represent  amounts  owed  to AFG,  pursuant  to
Section 10.4 of the Restated Agreement,  as amended, for persons employed by AFG
who  are  engaged  in  providing  administrative  services  to the  Partnership.
Reimbursable operating expenses due to third parties represent costs paid by AFG
on behalf of the Partnership which are reimbursed to AFG.

        All equipment was purchased from AFG, one of its  affiliates,  including
other equipment leasing programs sponsored by AFG, or from third-party  sellers.
The Partnership's  Purchase Price was determined by the method described in Note
2, Equipment on Lease.

        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 December 31, 1995,  the  Partnership  was owed $213,685 by AFG for such funds
and the  interest  thereon.  These  funds were  remitted to the  Partnership  in
January 1996.

        On August 18, 1995, Atlantic Acquisition Limited Partnership ("AALP"), a
newly formed  Massachusetts  limited partnership owned and controlled by certain
principals of AFG,  commenced a voluntary cash Tender Offer (the "Offer") for up
to  approximately  45% of the outstanding  units of limited partner  interest in
this  Partnership and 20 affiliated  partnerships  sponsored and managed by AFG.
The  Offer  was  subsequently  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. Following  commencement of
the Offer,  certain legal actions were initiated by interested  persons  against
AALP, each of the general partners (4 in total) of the 21 affected programs, and
various other affiliates and related parties. One action, a class action brought
in the United  States  District  Court for the  District of  Massachusetts  (the
"Court") on behalf of the unitholders  (Recognized Owners), sought to enjoin the
Offer and obtain  unspecified  monetary damages. A settlement of this litigation
was approved by the Court on November 15, 1995. A second class  action,  brought
in the  Superior  Court of the  Commonwealth  of  Massachusetts  (the  "Superior
Court") seeking to enjoin the Offer,  obtain unspecified  monetary damages,  and
intervene in the first class action,  was dismissed by the Superior  Court.  The
Plaintiffs  have filed an appeal in this matter.  The  Recognized  Owners of the
Partnership  tendered   approximately  107,674  units  or  9.92%  of  the  total
outstanding  units of the Partnership to AALP. The operations of the Partnership
are not expected to be adversely affected by these proceedings or settlements.


NOTE 5 - NOTES PAYABLE

        Notes payable at December 31, 1995 consisted of three  installment notes
of $2,095,524 payable to banks and institutional  lenders. Two of the notes bear
fluctuating interest rates based on the London Inter-Bank Offered Rate ("LIBOR")
plus a margin  (7.31% at  December  31,  1995) and the  remaining  note  bears a
fluctuating  interest rate tied to the U.S. Treasury yields plus a margin (8.45%
at  December  31,  1995).  The notes are  collateralized  by the  equipment  and
assignment  of the  related  lease  payments  and  will be  fully  amortized  by
noncancellable  rents.  The carrying amount of notes payable  approximates  fair
value at December 31, 1995.


        The annual maturities of the installment notes payable are as follows:


        For the year ending December 31,       1996             $     664,226
                                               1997                   698,329
                                               1998                   623,590
                                               1999                   109,379

                                              Total              $  2,095,524


NOTE 6 - INCOME TAXES

        The Partnership is not a taxable entity for federal income tax purposes.
Accordingly,  no provision for income taxes has been recorded in the accounts of
the Partnership.

        For financial statement purposes,  the Partnership  allocates net income
or loss to each  class  of  partner  according  to  their  respective  ownership
percentages (99% to the Recognized Owners and 1% to the General Partners).  This
convention  differs from the income or loss allocation  requirements  for income
tax and Dissolution Event purposes as delineated in the Restated  Agreement,  as
amended.  For income tax purposes,  the Partnership  allocates net income or net
loss  in  accordance  with  the  provisions  of  such  agreement.  The  Restated
Agreement,  as amended,  requires that upon dissolution of the Partnership,  the
General  Partners will be required to contribute  to the  Partnership  an amount
equal to any  negative  balance  which may exist in the  General  Partners'  tax
capital  account.  At December 31, 1995, the General Partners had a positive tax
capital account balance.



        The  following is a  reconciliation  between net income or loss reported
for financial  statement and federal income tax reporting purposes for the years
ended December 31, 1995, 1994 and 1993:
                                                                                                                      

                                                              1995                      1994                       1993

Net income (loss)                                         $   1,811,605             $   1,044,147             $    (248,724)

 Financial statement depreciation in
     excess of (less than) tax depreciation                    (245,967)                  968,007                 1,863,131
Prepaid rental income                                            (1,070)                  (28,264)                   11,646
Other                                                          (172,959)                  401,937                 1,435,489

Net income for federal income
     tax reporting purposes                                $  1,391,609              $  2,385,827              $  3,061,542


        The principal  component of "Other"  consists of the difference  between
the tax gain on equipment  disposals and the financial  statement gain (loss) on
equipment disposals.









        The following is a reconciliation between partners' capital reported for
financial  statement  and federal  income tax  reporting  purposes for the years
ended December 31, 1995 and 1994:
                                                                                                         

                                                                           1995                               1994

Partners' capital                                                          $   5,645,999                      $   6,576,668

Add back selling commissions and
      organization and offering costs                                          3,184,952                          3,184,952

Financial statement distributions
      in excess of tax distributions                                               6,856                              6,856

Cumulative difference between federal income
     tax and financial statement income (loss)                                  (722,051)                          (302,055)

Partners' capital for federal income
     tax reporting purposes                                                 $  8,115,756                       $  9,466,421


        Financial  statement  distributions in excess of tax  distributions  and
cumulative  difference between federal income tax and financial statement income
(loss) represent timing differences.



NOTE 7 - LEGAL PROCEEDINGS

        In March  1991,  a lessee  of the  Partnership,  Midway  Airlines,  Inc.
("Midway"),  filed for protection  under Chapter 11 of the  Bankruptcy  Code. On
November 27, 1991,  this  proceeding  was converted to a Chapter 7  liquidation.
Midway had leased two  DC-9-30  aircraft  in which the  Partnership  owned a 65%
share. These aircraft had an original cost of $9,538,068 to the Partnership.  To
finance the purchase of the aircraft, the Partnership had borrowed $6,481,736 on
a  non-recourse  basis from a  third-party  lending  institution.  In 1991,  the
estimated  fair market value of the Midway  aircraft was  determined  to be less
than the outstanding balance of the loan. Accordingly,  in 1991, the Partnership
reduced the carrying value of its interests in these aircraft to an amount equal
to the  outstanding  indebtedness  (the  reduction  of the  carrying  value  was
$2,587,826  or $2.36  per  limited  partnership  unit).  The  lender  agreed  to
forestall,  until April 30, 1992,  any actions to force a cure of the  defaulted
note pending efforts by AFG to sell or re-lease the aircraft.  Such efforts were
unsuccessful and on May 26, 1992 the lender declared a loan default and demanded
full  payment of all amounts owed under the note  agreement.  On March 19, 1993,
both  aircraft  were  transferred  to a  designee  of  the  lender  in  lieu  of
foreclosure.  The  Partnership  recorded  a net  gain on  disposition  of  these
aircraft  of  $266,578  or $0.24  per  limited  partnership  unit,  representing
interest expense  recorded in 1992 and forgiven at the date of disposition.  For
financial  statement  purposes,  this gain was  reported as a loss on  equipment
forfeiture  of  $2,446,849  and  an  extraordinary   gain  of  $2,713,427.   The
extraordinary  gain  results  from  the  related  indebtedness  at the  date  of
foreclosure  being in  excess  of the  fair  market  value of the  Partnership's
interests  in the  aircraft.  At the  time  of  disposition,  the  Partnership's
interests in the aircraft had an estimated fair market value of $2,990,000 and a
net  book  value  of  $5,436,849.   The  amount  of  indebtedness  forgiven  was
$5,703,427,  including  accrued  interest of $345,071.  In consideration of this
transfer,  the  lender  reimbursed  to  the  Partnership  the  sum  of  $89,068,
representing the amount previously  advanced by the Partnership to the lender in
its  unsuccessful  attempt to facilitate the remarketing of these aircraft.  For
financial  statement  purposes,  this sum was  reported  as other  income on the
statement of operations  for the year ended  December 31, 1993.  These  advances
were originally reported as operating expenses when incurred. As the Partnership
will be unable to realize any future residual value for the aircraft  previously
leased  to  Midway  and as these  assets  represented  23% of the  Partnership's
original  equipment  portfolio,  it is  expected  that  cumulative  future  cash
distributions will be significantly  lower than was anticipated at the inception
of the  Partnership.  Accordingly,  this bankruptcy will have a material adverse
effect on the  ability  of the  Partnership  to  achieve  all of its  originally
intended economic benefits.

        On  July  27,  1995,  AFG,  on  behalf  of  the  Partnership  and  other
AFG-sponsored  investment  programs,  filed an  action  in the  Commonwealth  of
Massachusetts Superior Court Department of the Trial Court in and for the County
of  Suffolk,  for  damages  and  declaratory  relief  against  a  lessee  of the
Partnership,  National Steel  Corporation  ("National  Steel"),  under a certain
Master  Lease  Agreement  ("MLA")  for the lease of  certain  equipment.  AFG is
seeking the  reimbursement  by National  Steel of certain sales and/or use taxes
paid to the State of Illinois and other remedies  provided by the MLA. On August
30, 1995, National Steel filed a Notice of Removal which removed the case to the
United States District Court,  District of Massachusetts.  On September 7, 1995,
National  Steel  filed its  Answer to AFG's  Complaint  along  with  Affirmative
Defenses and  Counterclaims,  seeking  declaratory relief and alleging breach of
contract,  implied  covenant  of  good  faith  and  fair  dealing  and  specific
performance.  AFG filed its Answer to these counterclaims on September 29, 1995.
A settlement  with respect to this matter has been reached and the  execution of
the  Settlement   Agreement  is  currently  pending.  The  Partnership  has  not
experienced any material losses as a result of this action.


NOTE 8 - SUBSEQUENT EVENT

         On January 1, 1995,  AFG entered into a series of  agreements  with PLM
International,  Inc., a Delaware  corporation  headquartered  in San  Francisco,
California   ("PLM"),   whereby  PLM  would:  (i)  purchase,   in  a  multi-step
transaction,  certain  of  AFG's  assets  and  (ii)  provide  accounting,  asset
management  and  investor  services  to AFG and  certain  of  AFG's  affiliates,
including the Partnership and all other equipment  leasing  programs  managed by
AFG (the "Investment Programs").

         On January 3,  1996,  AFG and PLM  executed  an  amendment  to the 1995
agreements  whereby PLM  purchased:  (i) AFG's lease  origination  business  and
associated  contracts,  (ii) the rights to the name "American Finance Group" and
associated logo, and (iii) certain  furniture,  fixtures and computer  software.
PLM hired AFG's  marketing force and certain other support  personnel  effective
January  1,  1996 in  connection  with  the  transaction  and  relinquished  its
responsibilities  under  the  1995  agreements  to  provide  accounting,   asset
management  and investor  services to AFG,  its  affiliates  and the  Investment
Programs after  December 31, 1995.  Accordingly,  AFG and its affiliates  retain
ownership  and control and all  authority and rights with respect to each of the
general partners or managing  trustees of the Investment  Programs;  and AFG, as
Manager,  will continue to provide  accounting,  asset  management  and investor
services to the Partnership.

         Pursuant to the 1996 amendment to the 1995 agreements,  AFG and certain
of its affiliates agreed not to compete with the lease origination business sold
to PLM for a period  of five  years.  AFG  reserved  the  right to  satisfy  all
equipment  needs  of the  Partnership  and all  other  Investment  Programs  and
reserved certain other rights not material to the  Partnership.  AFG also agreed
to change its name,  except where it is used in connection  with the  Investment
Programs.  AFG's management considers the amendment to the 1995 agreements to be
in the best interest of AFG and the Partnership.











                        AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
                                       OF EQUIPMENT DISPOSED

                       for the years ended December 31, 1995, 1994 and 1993


      The  Partnership  classifies  all rents from  leasing  equipment  as lease
revenue.  Upon  expiration  of the primary  lease terms,  equipment may be sold,
rented on a  month-to-month  basis or re-leased for a defined period under a new
or extended lease agreement.  The proceeds  generated from selling or re-leasing
the equipment,  in addition to any month-to-month  revenue,  represent the total
residual  value  realized for each item of equipment.  Therefore,  the financial
statement gain or loss, which reflects the difference between the net book value
of the equipment at the time of sale or  disposition  and the proceeds  realized
upon  sale or  disposition  may not  reflect  the  aggregate  residual  proceeds
realized by the Partnership for such equipment.



      The  following is a summary of cash excess or deficiency  associated  with
equipment  dispositions occurring in the years ended December 31, 1995, 1994 and
1993.
                                                                                                       

                                                              1995                      1994                       1993
Rents earned prior to disposal of equipment,
     net of interest charges                              $   3,566,504             $   5,521,585             $   5,352,292

Sale proceeds, including forgiveness of debt,
     realized upon disposition of equipment                     890,599                 1,311,973                 7,069,291

Total cash generated from rents and
     equipment sale proceeds                                  4,457,103                 6,833,558                12,421,583

Original acquisition cost of
     equipment disposed                                       3,456,565                 5,710,472                14,368,076

Excess (deficiency) of total cash generated
     to cost of equipment disposed                         $  1,000,538              $  1,123,086              $ (1,946,493)


      The  deficiency of total cash  generated to cost of equipment  disposed in
1993 resulted  principally from the forfeiture of aircraft  formerly on lease to
Midway. The cost of equipment disposed in 1993 includes $2,587,826  representing
the 1991 provision for pending foreclosure associated with the Midway aircraft.








                                     AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                                 STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
                                                  SALES AND REFINANCINGS

                                           for the year ended December 31, 1995
                                                                                                                      


                                                                                     Sales and
                                                          Operations               Refinancings                   Total

Net income                                             $      1,007,678           $       803,927           $     1,811,605

Add back:
     Depreciation                                             1,270,771                        --                 1,270,771
     Management fees                                            134,665                        --                   134,665
     Book value of disposed equipment                                --                    86,672                    86,672

Less:
     Principal reduction of notes payable                      (902,060)                       --                  (902,060)

     Cash from operations, sales
         and refinancings                                     1,511,054                   890,599                 2,401,653

Less:
     Management fees                                           (134,665)                       --                  (134,665)

     Distributable cash from operations, sales
         and refinancings                                     1,376,389                   890,599                 2,266,988

Other sources and uses of cash:
     Cash at beginning of year                                2,441,119                        --                 2,441,119
     Net change in receivables and accruals                      34,379                        --                    34,379

Less:
     Cash distributions paid                                 (1,851,675)                 (890,599)               (2,742,274)

Cash at end of year                                     $     2,000,212    $                   --           $     2,000,212






                        AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP

                               SCHEDULE OF COSTS REIMBURSED TO THE
                    MANAGING GENERAL PARTNER AND ITS AFFILIATES AS REQUIRED
                             BY SECTION 10.4 OF THE AMENDED AND RESTATED
                          AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

                                                     December 31, 1995



        For the year ended  December 31, 1995,  the  Partnership  reimbursed the
General Partner and its Affiliates for the following costs:



         Operating expenses                                       $      121,188