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

                                    FORM 10-Q


                                   (Mark One)

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

             For the quarterly period ended      SEPTEMBER 30, 2001
                                            -----------------------

                                       OR

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

                    For the transition period from to       .
                                                     --------


                         Commission File No. 33-35148-01

          AMERICAN INCOME FUND I-A, A MASSACHUSETTS LIMITED PARTNERSHIP
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Massachusetts                                                 04-3097216
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

    88 Broad Street, Boston, MA                                        02110
   (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, 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
   -----





                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                                    FORM 10-Q

               INDEX







PART I. FINANCIAL INFORMATION:                                                   Page
                                                                                 ----
                                                                              
     Item 1. Financial Statements

                Statement of Financial Position
                at September 30, 2001 and December 31, 2000                         3

                Statement of Operations
                for the three and nine months ended September 30, 2001 and 2000     4

                Statement of Cash Flows
                for the nine months ended September 30, 2001 and 2000               5

                Notes to the Financial Statements                                   6


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

     Item 3. Quantitative and Qualitative Disclosures about Market Risk            14


PART II. OTHER INFORMATION:

     Item 1 - 6                                                                    15








                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION

                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                                   (UNAUDITED)




                                                            September 30,    December 31,
 .                                                               2001             2000
ASSETS                                                            .           (Restated)
                                                           ---------------  --------------
                                                                      

Cash and cash equivalents                                  $      589,926   $     791,204
Accounts receivable - affiliate                                     3,754           5,069
Prepaid expenses                                                    1,803               -
Interest receivable - loan, net of allowance of $267,795
  at September 30, 2001                                                 -         202,209
Loan receivable, net of allowance of $144,375
  at September 30, 2001                                         1,505,625       1,650,000
Equipment at cost, net of accumulated depreciation
   of $276,019 and $342,411 at September 30, 2001
  and December 31, 2000, respectively                                   -               -
                                                           ---------------  --------------

      Total assets                                         $    2,101,108   $   2,648,482
                                                           ===============  ==============


LIABILITIES AND PARTNERS' CAPITAL

Accrued liabilities                                        $      181,890   $     188,216
Accrued liabilities - affiliate                                    19,810          13,606
                                                           ---------------  --------------
     Total liabilities                                            201,700         201,822
                                                           ---------------  --------------

Partners' capital (deficit):
   General Partner                                               (221,915)       (194,552)
   Limited Partnership Interests
   (286,274 Units; initial purchase price of $25 each)          2,121,323       2,641,212
                                                           ---------------  --------------
     Total partners' capital                                    1,899,408       2,446,660
                                                           ---------------  --------------

     Total liabilities and partners' capital               $    2,101,108   $   2,648,482
                                                           ===============  ==============












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


                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

                                   (UNAUDITED)





                                                                   
 .                                              For the three months ended  For the nine months ended
 .                                                 September 30,              September 30,





                                                    2001        2000       2001        2000
 .                                                (Restated)      .      (Restated)
INCOME
                                                                         
Lease revenue                                    $    9,367   $ 9,694   $   37,073   $ 45,055
Interest income                                       5,387    13,755       20,909     56,611
Interest income - loan                                    -    62,457       65,586    137,491
Gain on sale of equipment                                 -     1,500        9,500      8,800
                                                 -----------  --------  -----------  --------
  Total income                                       14,754    87,406      133,068    247,957
                                                 -----------  --------  -----------  --------

EXPENSES

Equipment management fees - affiliate                   186       485        1,571      2,253
Operating expenses - affiliate                       78,871    87,955      266,579    152,031
Write-down of impaired loan and interest
  receivable                                              -         -      412,170          -
                                                 -----------  --------  -----------  --------
  Total expenses                                     79,057    88,440      680,320    154,284
                                                 -----------  --------  -----------  --------

Net income (loss)                                $  (64,303)  $(1,034)  $ (547,252)  $ 93,673
                                                 ===========  ========  ===========  ========



Net income (loss) per limited partnership unit   $    (0.21)  $     -   $    (1.82)  $   0.31
                                                 ===========  ========  ===========  ========
Cash distributions declared
   per limited partnership unit                  $        -   $     -   $        -   $      -
                                                 ===========  ========  ===========  ========

















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



                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

                                   (UNAUDITED)




                                                             2001          2000
 .                                                         (Restated)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                 
Net income (loss)                                         $ (547,252)  $    93,673
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:
  Gain on sale of equipment                                   (9,500)       (8,800)
  Write-down of impaired loan and interest receivable        412,170             -
Changes in assets and liabilities:
  Rents receivable                                                 -        14,630
  Accounts receivable - affiliate                              1,315         6,590
  Prepaid expenses                                            (1,803)            -
  Interest receivable - loan                                 (65,586)     (137,491)
  Accrued liabilities                                         (6,326)       (1,529)
  Accrued liabilities - affiliate                              6,204        13,412
  Other liabilities                                                -       (25,000)
                                                          -----------  ------------
    Net cash used in operating activities                   (210,778)      (44,515)
                                                          -----------  ------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                  9,500         8,800
Loan receivable                                                    -    (1,650,000)
                                                          -----------  ------------
    Net cash provided by (used in) investing activities        9,500    (1,641,200)
                                                          -----------  ------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Distributions paid                                                 -       (56,502)
                                                          -----------  ------------
    Net cash used in financing activities                          -       (56,502)
                                                          -----------  ------------

Net decrease in cash and cash equivalents                   (201,278)   (1,742,217)
Cash and cash equivalents at beginning of period             791,204     2,593,713
                                                          -----------  ------------
Cash and cash equivalents at end of period                $  589,926   $   851,496
                                                          ===========  ============







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


                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                        NOTES TO THE FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001

                                   (UNAUDITED)


NOTE  1  -  BASIS  OF  PRESENTATION
- -----------------------------------

The  financial  statements  presented  herein  are  prepared  in conformity with
accounting  principles  generally  accepted  in  the  United  States for interim
financial  reporting  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 accounting principles generally accepted
in  the  United  States  for complete financial statements and, accordingly, the
accompanying  financial  statements  should  be  read  in  conjunction  with the
footnotes  presented  in  the  2000  Annual Report.  Except as disclosed herein,
there  has been no material change to the information presented in the footnotes
to  the  2000  Annual  Report.

Subsequent  to  the  issuance  of the Partnership's financial statements for the
year  ended  December  31,  2000,  the  Partnership  determined  that  the  loan
receivable  from  Echelon  Residential  Holdings  LLC  ("Echelon  Residential
Holdings")  should  be  accounted  for  consistent  with  its legal form and the
Partnership  should  recognize  the  interest  income,  as  calculated  per  the
contractual  terms  of the loan agreement to the extent such interest income was
evaluated  as likely to be collected.  Accordingly, the Partnership reversed the
proportionate  share  of  losses  in  Echelon  Residential Holdings for the nine
months  ended  September  30, 2000 of $37,329 previously recorded and recognized
interest  income  of  $137,491,  resulting in a decrease in the net loss for the
nine  months  ended  September  30,  2000  of  $174,820,  or  $.58  per  limited
partnership  unit.  As  a  result, the accompanying financial statements for the
three  and nine months ended September 30, 2000 and as of December 31, 2000 have
been  restated  from  the  amounts  previously  reported.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  September 30, 2001 and December 31, 2000 and results of operations
for the three and nine month periods ended September 30, 2001 and 2000 have been
made  and  are reflected.  Operating results for the nine months ended September
30,  2001 are not necessarily indicative of the results that may be expected for
the  entire  year.

NOTE  2  -  CASH
- ----------------

At  September  30,  2001,  American  Income  Fund  I-A,  a Massachusetts Limited
Partnership (the "Partnership") had $527,666 invested in federal agency discount
notes, repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government  securities,  or  other  highly  liquid  overnight  investments.

NOTE  3  -  REVENUE  RECOGNITION
- --------------------------------

Rents  are  payable  to  the Partnership monthly or quarterly 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.  In certain instances, the Partnership
may  enter  renewal or re-lease agreements which expire beyond the Partnership's
anticipated  dissolution date.  This circumstance is not expected to prevent the
orderly  wind-up of the Partnership's business activities as the General Partner
and  Equis  Financial  Group  Limited Partnership ("EFG") would seek to sell the
then-remaining equipment assets either to the lessee or to a third party, taking
into  consideration  the  amount  of  future  noncancellable  rental  payments
associated  with  the attendant lease agreements.  See also Note 7 regarding the
Class  Action  Lawsuit.  As of September 30, 2001, the Partnership has no future
minimum  rents  due  under  contractual  lease  agreements,  however  all of the
Partnership's  equipment  was  being  leased  on  a  month-to-month  basis.


NOTE  4  -  EQUIPMENT
- ---------------------

The  following  is  a summary of equipment owned by the Partnership at September
30,  2001.  Remaining  Lease Term (Months), as used below, represents the number
of  months  remaining  from  September 30, 2001 under contracted lease terms.  A
Remaining  Lease  Term  equal to zero reflects equipment either held for sale or
re-lease  or being leased on a month-to-month basis.  In the opinion of EFG, the
acquisition  cost  of  the  equipment  did  not  exceed  its  fair market value.




                                              Remaining
                                             Lease Term    Equipment
                         Equipment Type       (Months)      at Cost
- -------------------------------------------  -----------  -----------
                                                    
Materials handling                                     0  $  276,019
 Accumulated depreciation                              .    (276,019)
                                                          -----------
 Equipment, net of accumulated depreciation            .  $       --
                                                          ===========



At  September 30, 2001, all of the Partnership's equipment was being leased on a
month-to-month  basis.


NOTE  5  -  LOAN  RECEIVABLE
- ----------------------------
On March 8, 2000, the Partnership and 10 affiliated partnerships (the ''Exchange
Partnerships'')  collectively loaned $32 million to Echelon Residential Holdings
LLC  (''Echelon  Residential  Holdings''),  a  newly formed real estate company.
Echelon  Residential  Holdings is owned by several investors, including James A.
Coyne,  Executive Vice President of EFG.  In addition, certain affiliates of the
General  Partner  made loans to Echelon Residential Holdings in their individual
capacities.
The  Partnership's  original loan was $1,650,000.  Echelon Residential Holdings,
through  a  wholly-owned  subsidiary  (Echelon  Residential  LLC), used the loan
proceeds  to  acquire  various  real  estate  assets  from Echelon International
Corporation,  a  Florida-based  real  estate  company. The loan has a term of 30
months,  maturing  on  September 8, 2002, and an annual interest rate of 14% for
the  first  24  months  and  18%  for the final six months. Interest accrues and
compounds  monthly  and  is  payable  at  maturity.  In  connection  with  the
transaction, Echelon Residential Holdings has pledged a security interest in all
of  its  right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.  Echelon Residential
Holdings  has no material business interests other than those connected with the
real  estate  properties  owned  by  Echelon  Residential  LLC.
The  summarized financial information for Echelon Residential Holdings as of and
for  the periods ended September 30, 2001 and 2000, respectively, is as follows:
                                                 (Unaudited)
                                     As  of  and  for  the  periods  ended
                                                September 30,



                                            2001           2000
                                        -------------  ------------
                                                 
Total assets                            $ 81,508,282   $63,457,759
Total liabilities                       $ 89,882,493   $61,693,359
Minority interest                       $  1,688,330   $ 2,527,750
Total deficit                           $(10,062,541)  $  (763,350)

Total revenues                          $  9,371,321   $ 1,565,618
Total expenses, minority interest
  and equity in loss of unconsolidated
  joint venture                         $ 15,574,223   $ 5,109,324
Net loss                                $ (6,202,902)  $(3,543,706)




During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $144,375, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $267,795 recorded on the loan
receivable  from  inception  through  March  31,  2001  and  has ceased accruing
interest  on  its  loan  receivable from Echelon Residential Holdings, effective
April  1,  2001.  The  total impairment of $412,170 is recorded as write-down of
impaired  loan  and  interest  receivable  in  the  accompanying  Statement  of
Operations  for  the  nine  months  ended  September  30,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.


NOTE  6  -  RELATED  PARTY  TRANSACTIONS
- ----------------------------------------

All  operating expenses incurred by the Partnership are paid by EFG on behalf of
the  Partnership and EFG is reimbursed at its actual cost for such expenditures.
Fees  and other costs incurred during the nine month periods ended September 30,
2001  and  2000,  which  were  paid  or accrued by the Partnership to EFG or its
Affiliates,  are  as  follows:





                                   2001      2000
                                 --------  --------
                                     
Equipment management fees        $  1,571  $  2,253
Administrative charges             47,151    42,265
Reimbursable operating expenses
   due to third parties           219,428   109,766
                                 --------  --------

          Total                  $268,150  $154,284
                                 ========  ========




All rents and proceeds from the sale of equipment are paid directly to EFG.  EFG
temporarily  deposits  collected  funds  in  a  separate interest-bearing escrow
account  prior  to  remittance  to  the Partnership.  At September 30, 2001, the
Partnership  was  owed  $3,754  by  EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Partnership  in  October  2001.

The  discussion  of  the loan to Echelon Residential Holdings in Note 5 above is
incorporated  herein  by  reference.

NOTE  7  -  LEGAL  PROCEEDINGS
- ------------------------------

As  described more fully in the Partnership's Annual Report on Form 10-K for the
year  ended December 31, 2000, the Partnership is a Nominal Defendant in a Class
Action Lawsuit, the outcome of which could significantly alter the nature of the
Partnership's  organization  and  its  future  business  operations.

On  March  12,  2001, after a status conference and hearing, the Court issued an
order that required the parties, no later than May 15, 2001, to advise the Court
on  (a) whether the Securities and Exchange Commission ("SEC") had completed its
review  of the solicitation statement and related materials submitted to the SEC
in  connection  with  the  proposed  settlement,  and  (b)  whether  the parties
requested  the  Court  to  schedule a hearing for final approval of the proposed
settlement  or  were  withdrawing  the  proposed  settlement  from  judicial
consideration  and  resuming  the  litigation  of  the  Plaintiffs'  claims.

On  May  11,  2001,  the  general  partners of the partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(c) of the Investment Company
Act of 1940, as amended (the "1940 Act").  The SEC staff noted that Section 7 of
the  1940  Act makes it unlawful for an unregistered investment company to offer
or  sell  or  purchase  any  security  or  engage  in any business in interstate
commerce.  Accordingly,  Section  7  would  prohibit  any partnership that is an
unregistered  investment  company  from  engaging  in any business in interstate
commerce,  except  transactions  that  are merely incidental to its dissolution.
The  letter also stated that the Division is considering enforcement action with
respect  to  this  matter.  Noting  that the parties to the Class Action Lawsuit
were  scheduled  to  appear  before  the  court in the near future to consider a
proposed settlement, and that the SEC staff's views, as expressed in the letter,
are relevant to the specific matters that will be considered by the court at the
hearing,  the SEC staff submitted the letter to the court for its consideration.

On  May  15,  2001,  Defendants' Counsel filed with the court Defendants' Status
Report  pursuant to the court's March 12, 2001 Order.  Defendants reported that,
notwithstanding  the  parties'  best  efforts,  the  staff  of  the  SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the  proposed settlement. In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

The Defendants also referred to the SEC staff's letter of May 10, 2001 asserting
that  certain  of  the partnerships are investment companies and to special 1940
Act  counsel's  submissions  to  the SEC staff setting forth the reasons why the
1940  Act does not apply to the Designated Partnerships, noting that counsel had
informed  the  staff  of  the Division of Investment Management that, based upon
counsel's  understanding  of the surrounding circumstances and after an in-depth
analysis  of  the applicable law, if asked, counsel would be willing to issue an
opinion of the firm that none of the partnerships is an investment company under
the  1940  Act.  The Defendants stated their belief that the proposed settlement
is still viable and in the best interests of the parties and that final approval
should  be  pursued.  The Defendants advised the court that they believe that if
the  court  were  to address the issue of whether or not the 1940 Act applies to
the  partnerships  and  the  proposed  consolidation,  it could remove the major
obstacle  to  the  settlement  being  finally  consummated.  The Defendants also
requested  that  the  court schedule a hearing to address on a preliminary basis
the  objection  to  the  proposed  settlement raised in the staff's May 10, 2001
letter.

Plaintiffs'  Counsel  also submitted a Plaintiffs' Status Report to the court on
May  15,  2001 in which they reported that the SEC review has not been concluded
and  that  they notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that they intend to seek court approval to immediately resume active prosecution
of  the claims of the Plaintiffs.  Plaintiffs' Counsel stated in the Report that
the  "[p]laintiffs  continue  to  believe  that  the  settlement  is in the best
interests  of  the  Operating Partnership Sub-class.  However, since the SEC has
yet  to complete its review of the proxy, the Plaintiffs do not believe that the
litigation  should  continue  to  be  stayed  so  that  the SEC may continue its
regulatory  review  for  an  indefinite period of time."  Plaintiffs requested a
pre-trial  conference  to  schedule  filing  of  Plaintiffs'  motion  for  class
certification  on  or before May 29, 2001 and resumption of merits discovery and
discovery  related  to  the  class  certification motion.  Subsequently, after a
status  conference  on  May  31, 2001, the court issued an order on June 4, 2001
setting  a  trial  date  of  March  4,  2002, referred the case to mediation and
referred  discovery  to  a  magistrate  judge.  The  Defendant's and Plaintiff's
Counsel  have  continued  to  negotiate  toward  a  settlement  and have reached
agreement  as  to  its principal business terms.  As part of the settlement, EFG
has  agreed  to  buy  the  loans  made  by  the Exchange Partnerships to Echelon
Residential  Holdings  for an aggregate of $32 million plus interest at 7.5% per
annum,  if  they  are  not  repaid prior to or at their scheduled maturity date.
Upon  completion  of  a  stipulation  of settlement, the parties will submit the
settlement  to  the  court  for  approval.

There  can  be  no  assurance  that  a settlement of the sub-class involving the
Exchange  Partnerships  will  receive  final  Court  approval  and  be effected.
However,  in  the  absence  of  a  final  settlement  approved by the Court, the
Defendants  intend to defend vigorously against the claims asserted in the Class
Action Lawsuit.  Neither the General Partner nor its affiliates can predict with
any  degree of certainty the cost of continuing litigation to the Partnership or
the  ultimate  outcome.





                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION



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

Certain  statements  in  this  quarterly  report  of American Income Fund I-A, a
Massachusetts  Limited  Partnership  (the "Partnership") that are not historical
fact  constitute  "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995 and are subject to a variety of risks
and  uncertainties.  There  are  a  number  of  factors  that could cause actual
results  to  differ  materially  from  those  expressed  in  any forward-looking
statements  made  herein.  These  factors  include,  but are not limited to, the
outcome  of  the  Class  Action  Lawsuit described in Note 7 to the accompanying
financial  statements,  the  remarketing of the Partnership's equipment, and the
performance  of  the  Partnership's  non-equipment  assets.

The  Investment  Company Act of 1940 (the "1940 Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Partnership  has  active  business  operations  in  the  financial services
industry,  including  equipment  leasing  and  the  loan  to Echelon Residential
Holdings  LLC ("Echelon Residential Holdings").  The Partnership does not intend
to  engage  in  investment  activities  in  a  manner or to an extent that would
require the Partnership to register as an investment company under the 1940 Act.
However,  it  is  possible that the Partnership may unintentionally engage in an
activity  or  activities  that  may be construed to fall within the scope of the
1940  Act.   The General Partner is engaged in discussions with the staff of the
Securities  and  Exchange  Commission  ("SEC")  regarding  whether  or  not  the
Partnership  may  be  an  inadvertent investment company as a consequence of the
above-referenced  loan. If the Partnership were determined to be an unregistered
investment  company,  its  business  would  be adversely affected. The 1940 Act,
among  other  things, prohibits an unregistered investment company from offering
securities  for  sale  or  engaging  in any business in interstate commerce and,
consequently,  leases  and  contracts  entered  into  by  partnerships  that are
unregistered  investment  companies  may  be  voidable.  The General Partner has
consulted  counsel  and  believes  that  it  is  not an investment company.  The
General  Partner  has  determined  to  take  action to resolve the Partnership's
status  under  the  1940  Act  by  means that may include disposing or acquiring
certain  assets  that  it  might  not  otherwise  dispose  or  acquire.

On  May  11,  2001,  the  general  partners of the partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners V-B Limited Partnership, American Income Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies  as  defined  in  Section  3(a)(1)(c) of the 1940 Act. The
letter  also  stated  that  the  Division is considering enforcement action with
respect  to  this  matter.  Noting  that the parties to the Class Action Lawsuit
were  scheduled  to  appear  before  the  court in the near future to consider a
proposed settlement, and that the SEC staff's views, as expressed in the letter,
are relevant to the specific matters that will be considered by the court at the
hearing,  the SEC staff submitted the letter to the court for its consideration.

On  May  15,  2001,  Defendants' Counsel filed with the court Defendants' Status
Report  pursuant to the court's March 12, 2001 Order.  Defendants reported that,
notwithstanding  the  parties'  best  efforts,  the  staff  of  the  SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the  proposed settlement. In this regard, the Defendants also have
maintained, on the advice of special 1940 Act counsel that, even if the 1940 Act
applies  to  the  Designated  Partnerships, the 1940 Act does not prohibit going
forward  with  the proposed settlement, as that transaction is merely incidental
to  a  dissolution  of  the  Partnerships  and  therefore  is not subject to the
prohibitions  of  Section  7  of  the  1940  Act.

The Defendants also referred to the SEC staff's letter of May 10, 2001 asserting
that  certain  of  the partnerships are investment companies and to special 1940
Act  counsel's  submissions  to  the SEC staff setting forth the reasons why the
1940  Act does not apply to the Designated Partnerships, noting that counsel had
informed  the  staff  of  the Division of Investment Management that, based upon
counsel's  understanding  of the surrounding circumstances and after an in-depth
analysis  of  the applicable law, if asked, counsel would be willing to issue an
opinion of the firm that none of the partnerships is an investment company under
the  1940  Act.  The Defendants stated their belief that the proposed settlement
is still viable and in the best interests of the parties and that final approval
should  be  pursued.  The Defendants advised the court that they believe that if
the  court  were  to address the issue of whether or not the 1940 Act applies to
the  partnerships  and  the  proposed  consolidation,  it could remove the major
obstacle  to  the  settlement  being  finally  consummated.  The Defendants also
requested  that  the  court schedule a hearing to address on a preliminary basis
the  objection  to  the  proposed  settlement raised in the staff's May 10, 2001
letter.

Plaintiffs'  Counsel  also submitted a Plaintiffs' Status Report to the court on
May  15,  2001 in which they reported that the SEC review has not been concluded
and  that  they notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that they intend to seek court approval to immediately resume active prosecution
of  the claims of the Plaintiffs.  Plaintiffs' Counsel stated in the Report that
the  "[p]laintiffs  continue  to  believe  that  the  settlement  is in the best
interests  of  the  Operating Partnership Sub-class.  However, since the SEC has
yet  to complete its review of the proxy, the Plaintiffs do not believe that the
litigation  should  continue  to  be  stayed  so  that  the SEC may continue its
regulatory  review  for  an  indefinite period of time."  Plaintiffs requested a
pre-trial  conference  to  schedule  filing  of  Plaintiffs'  motion  for  class
certification  on  or before May 29, 2001 and resumption of merits discovery and
discovery  related  to  the  class  certification motion.  Subsequently, after a
status  conference  on  May  31, 2001, the court issued an order on June 4, 2001
setting  a  trial  date  of  March  4,  2002, referred the case to mediation and
referred  discovery  to  a  magistrate  judge.  The  Defendant's and Plaintiff's
Counsel  have  continued  to  negotiate  toward  a  settlement  and have reached
agreement  as  to  its principal business terms.  As part of the settlement, EFG
has  agreed  to  buy  the  loans  made  by  the Exchange Partnerships to Echelon
Residential  Holdings  for an aggregate of $32 million plus interest at 7.5% per
annum,  if  they  are  not  repaid prior to or at their scheduled maturity date.
Upon  completion  of  a  stipulation  of settlement, the parties will submit the
settlement  to  the  court  for  approval.

There  can  be  no  assurance  that  a settlement of the sub-class involving the
Exchange  Partnerships  will  receive  final  Court  approval  and  be effected.
However,  in  the  absence  of  a  final  settlement  approved by the Court, the
Defendants  intend to defend vigorously against the claims asserted in the Class
Action Lawsuit.  Neither the General Partner nor its affiliates can predict with
any  degree of certainty the cost of continuing litigation to the Partnership or
the  ultimate  outcome.  See  Note  7 to the financial statements for additional
discussion.


Three  and  nine  months ended September 30, 2001 compared to the three and nine
- --------------------------------------------------------------------------------
months  ended  September  30,  2000:
- ------------------------------------

The  Partnership  was  organized  in  1990  as  a direct-participation equipment
leasing  program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties.  Presently, the Partnership is a Nominal
Defendant  in  a  Class Action Lawsuit, the outcome of which could significantly
alter  the  nature  of  the  Partnership's  organization and its future business
operations.  (See  Note  7 to the financial statements.) Pursuant to the Amended
and  Restated  Agreement  and  Certificate of Limited Partnership (the "Restated
Agreement,  as  amended"),  the  Partnership  is  scheduled  to  be dissolved by
December  31,  2001.  However,  the  General  Partner  does  not expect that the
Partnership  will  be dissolved until such time that the Class Action Lawsuit is
settled  or  adjudicated.

The  events  of  September  11,  2001 and the slowing U.S. economy could have an
adverse  effect  on  market  values  for  the  Partnership's  assets  and  the
Partnership's ability to negotiate future lease agreements.  Notwithstanding the
foregoing, it currently is not possible for the General Partner to determine the
long-term  effects,  if  any,  that  these  events  may  have  on  the  economic
performance  of  the  Partnership's  equipment  portfolio.



Results  of  Operations
- -----------------------

For  the  three  and  nine  months  ended  September  30,  2001, the Partnership
recognized lease revenue of $9,367 and $37,073, respectively, compared to $9,694
and  $45,055,  respectively, for the same periods in 2000. The decrease in lease
revenue  from  2000  to  2001 resulted primarily from lease term expirations and
equipment  sales.  In  the  future, lease revenue will decline due to lease term
expirations  and  the  sale  of  equipment.

Interest  income  for  the three and nine month periods ended September 30, 2001
was  $5,387  and  $86,495,  respectively,  compared  to  $76,212  and  $194,102,
respectively,  for  the  same  periods  in  2000.  Interest  income is typically
generated  from  temporary  investment  of  rental  receipts  and equipment sale
proceeds  in  short-term  instruments  and  included interest earned on the loan
receivable  from  Echelon  Residential  Holdings.  The amount of future interest
income  from  short-term  investments  is  expected  to fluctuate as a result of
changing  interest  rates and the amount of cash available for investment, among
other  factors.

Interest income during the nine months ended September 30, 2001 included $65,586
earned  on  the  loan  receivable from Echelon Residential Holdings, compared to
$62,457  and  $137,491,  respectively,  for  the  three  and  nine  months ended
September  30,  2000.  During  the  second  quarter of 2001, the General Partner
determined  that  recoverability of the loan receivable had been impaired and at
June  30,  2001  recorded  an  impairment  of  $144,375,  reflecting the General
Partner's current assessment of the amount of loss that is likely to be incurred
by  the  Partnership.  In  addition to the write-down recorded at June 30, 2001,
the  Partnership  reserved all accrued interest of $267,795 recorded on the loan
receivable  from  inception  through  March  31,  2001  and  has ceased accruing
interest  on  its  loan  receivable from Echelon Residential Holdings, effective
April  1,  2001.  The  total impairment of $412,170 is recorded as write-down of
impaired  loan  and  interest  receivable  in  the  accompanying  Statement  of
Operations  for  the  nine  months  ended  September  30,  2001.

During  the  nine  months  ended September 30, 2001 and the three and nine month
periods  ended  September  30,  2000,  the  Partnership  sold  fully depreciated
equipment  to  existing  lessees  and third parties, resulting in net gains, for
financial  statement purposes, of $9,500, $1,500 and $8,800, respectively. There
were  no  equipment  sales  in  the  three months ended September 30, 2001.  The
results  of  future  sales of equipment will be dependent upon the condition and
type  of  equipment  being  sold  and  its  marketability  at  the time of sale.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG'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.  EFG  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 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 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.

Management  fees  were  $186 and $1,571, respectively, during the three and nine
months  ended  September 30, 2001 compared to $485 and $2,253, respectively, for
the  same  periods  in  2000.  Management  fees  are  based on 5% of gross lease
revenue  generated  by  operating  leases.

Operating  expenses  were  $78,871 and $266,579, respectively, for the three and
nine  months  ended  September  30,  2001  compared  to  $87,955  and  $152,031,
respectively,  for  the  same  periods  in  2000.  In  2001,  operating expenses
included  approximately $84,000 related to the Class Action Lawsuit discussed in
Note  7  to  the  financial  statements herein. Other operating expenses consist
principally of administrative charges, professional service costs, such as audit
and  legal  fees,  as  well  as  printing,  distribution  and  other remarketing
expenses.  In  certain cases, equipment storage or repairs and maintenance costs
may  be  incurred  in  connection  with  equipment  being  remarketed.

Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
- --------------------------------------------------------------------

The  Partnership  by  its  nature  is  a limited life entity.  The Partnership's
principal  operating  activities  derive  from  asset  rental transactions.  The
Partnership's principal source of cash from operations for the nine months ended
September 30, 2001 and 2000 was provided by the collection of periodic rents and
the  receipt  of  interest  income,  respectively.  Cash inflows are used to pay
management  fees and operating costs.  Operating activities generated a net cash
outflow  of $210,778 and $44,515 during the nine months ended September 30, 2001
and  2000,  respectively.  The  amount  of  future  cash from interest income is
expected  to  fluctuate  as a result of changing interest rates and the level of
cash  available  for  investment,  among  other  factors.  The  loan  to Echelon
Residential  Holdings and accrued interest thereon is due in full at maturity on
September  8, 2002.  Future renewal, re-lease and equipment sale activities will
cause a 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 continue
to  decline  as  the  Partnership  remarkets  its  equipment.

Cash  realized  from  asset  disposal  transactions  is reported under investing
activities  on the accompanying Statement of Cash Flows.  During the nine months
ended  September  30,  2001  and  2000,  the Partnership realized equipment sale
proceeds  of $9,500 and $8,800, 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.

At  September  30,  2001,  no  future  minimum  lease  payments  were  due  from
contractual  lease agreements however, all the Partnership's equipment was being
leased  on  a  month-to-month  basis.  At the expiration of the individual lease
terms  underlying  the  Partnership's  future  minimum  lease  payments,  the
Partnership will sell the equipment or enter re-lease or renewal agreements when
considered advantageous by the General Partner and EFG.  Such future remarketing
activities will result in the realization of additional cash inflows in the form
of  equipment sale proceeds or rents from renewals and re-leases, the timing and
extent  of which cannot be predicted with certainty.  This is because the timing
and extent of remarketing events often is dependent upon the needs and interests
of  the  existing  lessees.  Some  lessees  may  choose  to  renew  their  lease
contracts,  while  others  may  elect  to  return  the equipment.  In the latter
instances, the equipment could be re-leased to another lessee or sold to a third
party.

In  connection  with  a  preliminary  settlement  agreement for the Class Action
Lawsuit  described in Note 7 to the accompanying financial statements, the court
permitted  the  Partnership  to  invest in any new investment, including but not
limited  to  new  equipment  or  other  business  activities, subject to certain
limitations.  On  March  8,  2000,  the Partnership loaned $1,650,000 to a newly
formed  real  estate  company,  Echelon  Residential  Holdings,  to  finance the
acquisition of real estate assets by that company. Echelon Residential Holdings,
through  a  wholly  owned  subsidiary  (Echelon  Residential LLC), used the loan
proceeds,  along  with  the  loan  proceeds from similar loans by ten affiliated
partnerships, representing $32 million in the aggregate, to acquire various real
estate assets from Echelon International Corporation, an unrelated Florida-based
real  estate  company.  Echelon  Residential  Holding's  interest  in  Echelon
Residential LLC is pledged pursuant to a pledge agreement to the partnerships as
collateral  for  the  loans.  The  loan  has  a  term  of 30 months, maturing on
September  8,  2002,  and an annual interest rate of 14% for the first 24 months
and 18% for the final six months.  Interest accrues and compounds monthly and is
payable  at  maturity.

The  loan  made  by the Partnership to Echelon Residential Holdings is, and will
continue  to  be,  subject  to  various  risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, without
limitation,  the existence of senior financing or other liens on the properties,
general  or  local economic conditions, property values, the sale of properties,
interest  rates,  real  estate  taxes,  other operating expenses, the supply and
demand  for  properties involved, zoning and environmental laws and regulations,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of  the  Partnership.

During  the  second  quarter  of  2001  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $144,375, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $267,795 recorded on the loan
receivable  from  inception  through  March  31,  2001  and  has ceased accruing
interest  on  its  loan  receivable from Echelon Residential Holdings, effective
April  1,  2001.  The  total impairment of $412,170 is recorded as write-down of
impaired  loan  and  interest  receivable  in  the  accompanying  Statement  of
Operations  for  the  nine  months  ended  September  30,  2001.

The  write-down  was  precipitated principally by a slowing U.S. economy and its
effects  on  the real estate development industry.  The economic outlook for the
properties  that existed when the loan was funded has deteriorated and inhibited
the  ability  of  Echelon  Residential  Holdings'  management to secure low-cost
sources  of  development  capital, including but not limited to joint-venture or
equity partners.  In response to these developments and lower risk tolerances in
the  credit  markets,  the management of Echelon Residential Holdings decided in
the second quarter of 2001 to concentrate its prospective development activities
within  the southeastern United States and, therefore, to dispose of development
sites  located  elsewhere.  In May 2001, Echelon Residential Holdings closed its
Texas-based development office; and since the beginning of 2001, the company has
sold three of nine properties (two in July 2001 and one in October 2001).  As of
November  2001, one additional property is under contract to be sold, subject to
due  diligence  that  remains  pending.  As  a result of these developments, the
General  Partner does not believe that Echelon Residential Holdings will realize
the profit levels originally believed to be achievable from either selling these
properties  as  a  group  or  developing all of them as multi-family residential
communities.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the General Partner or its affiliates.  Since the acquisition of the several
parcels  of  real  estate  from the owner had to occur prior to the admission of
certain independent third parties as equity owners, Echelon Residential Holdings
and  its  wholly  owned  subsidiary,  Echelon  Residential  LLC,  were formed in
anticipation  of  their  admission.  The General Partner agreed to an officer of
the Manager serving as the initial equity holder of Echelon Residential Holdings
and  as  an  unpaid  manager of Echelon Residential Holdings. The officer made a
$185,465  equity  investment in Echelon Residential Holdings.  His return on his
equity  investment  is restricted to the same rate of return as the partnerships
realize  on  their  loans.  There  is  a  risk  that the court may object to the
general  partner's  action in structuring the loan in this way since the officer
may be deemed an affiliate and the loans in violation of the prohibition against
loans  to  affiliates  and  the  court's  statement  in its order permitting New
Investments  that  all  other provisions of the Partnership Agreements governing
the  investment  objectives and policies of the Partnership shall remain in full
force  and  effect.  The  court  may  require the partnerships to restructure or
divest  the  loan.

There  are no formal restrictions under the Restated Agreement, as amended, that
materially  limit  the  Partnership's  ability to pay cash distributions, except
that  the General Partner may suspend or limit cash distributions to ensure that
the  Partnership  maintains  sufficient working capital reserves to cover, among
other  things, operating costs and potential expenditures, such as refurbishment
costs  to  remarket equipment upon lease expiration. In addition to the need for
funds  in  connection  with  the  Class  Action Lawsuit, liquidity is especially
important  as the Partnership matures and sells equipment, because the remaining
equipment  base consists of fewer revenue-producing assets that are available to
cover  prospective cash disbursements.  Insufficient liquidity could inhibit the
Partnership's  ability  to sustain its operations or maximize the realization of
proceeds  from  remarketing  its  remaining  assets.

Cash  distributions  to  the  General and Limited Partners had been declared and
generally  paid  within fifteen days following the end of each calendar quarter.
The  payment of such distributions is reported under financing activities on the
accompanying  Statement  of Cash Flows.  No cash distributions were declared for
either of the nine month periods ended September 30, 2001 or 2000.  In any given
year,  it  is possible that Limited Partners will be allocated taxable income in
excess  of  distributed cash.  This discrepancy between tax obligations and cash
distributions  may or may not continue in the future, and cash may or may not be
available  for  distribution  to  the Limited Partners adequate to cover any tax
obligation.

Cash distributions when paid to the Limited Partners generally consist of both a
return  of and a return on 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  rents, the generation of renewal
and/or  re-lease  rents,  the  residual  value  realized  for  each asset at its
disposal  date  and  the  performance of the Partnership's non-equipment assets.

The  Partnership's  capital  account  balances  for  federal  income tax and for
financial reporting purposes are different primarily due to differing treatments
of  income  and expense items for income tax purposes in comparison to financial
reporting  purposes  (generally  referred to as permanent or timing differences;
see  Note  6  to  the  financial  statements presented in the Partnership's 2000
Annual Report).  For instance, selling commissions and organization and offering
costs  pertaining  to syndication of the Partnership's limited partnership units
are  not  deductible  for  federal  income  tax  purposes, but are recorded as a
reduction  of  partners'  capital  for financial reporting purposes.  Therefore,
such  differences  are  permanent  differences  between  capital  accounts  for
financial  reporting and federal income tax purposes.  Other differences between
the  bases  of  capital  accounts for federal income tax and financial reporting
purposes  occur due to timing differences.  Such items consist of the cumulative
difference  between  income  or  loss  for  tax purposes and financial statement
income  or  loss.  The  principal component of the cumulative difference between
financial statement income or loss and tax income or loss results from different
depreciation  policies  for  book  and  tax  purposes.

For  financial reporting purposes, the General Partner has accumulated a capital
deficit  at  September  30,  2001.  This  is  the  result  of  aggregate  cash
distributions to the General Partner being in excess of its capital contribution
of  $1,000  and  its  allocation  of  financial  statement  net  income or loss.
Ultimately,  the  existence  of  a  capital  deficit for the General Partner for
financial  reporting  purposes  is  not  indicative  of  any  further  capital
obligations  to the Partnership by the General Partner.  The Restated Agreement,
as  amended,  requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative  balance, which may exist in the General Partner's tax capital account.
At  December  31,  2000,  the General Partner had a positive tax capital account
balance.

The  outcome of the Class Action Lawsuit described in Note 7 to the accompanying
financial  statements, will be the principal factor in determining the future of
the  Partnership's  operations.  Commencing  with the first quarter of 2000, the
General  Partner  suspended  the payment of quarterly cash distributions pending
final  resolution  of  the  Class  Action  Lawsuit.  Accordingly,  future  cash
distributions  are  not  expected  to  be paid until the Class Action Lawsuit is
settled  or  adjudicated.


Item  3.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk
- --------------------------------------------------------------------------

The  Partnership's  financial  statements include financial instruments that are
exposed  to  interest  rate  risks.

The  Partnership's  loan to Echelon Residential Holdings matures on September 8,
2002  and  earns  interest at a fixed annual rate of 14% for the first 24 months
and  a fixed annual rate of 18% for the last 6 months of the loan, with interest
due  at  maturity.  The  effect of interest rate fluctuations on the Partnership
for  the  nine  months  ended  September  30,  2001  was  not  material.




                            AMERICAN INCOME FUND I-A,
                       A MASSACHUSETTS 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:  None

  Item 6(b).  Reports on Form 8-K
  .           Response:  None







                                  SIGNATURE PAGE



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



          AMERICAN INCOME FUND I-A, a Massachusetts Limited Partnership


By:         AFG  Leasing  VI  Incorporated,  a  Massachusetts
              corporation  and  the  General  Partner  of
              the  Registrant.


By:        /s/  Michael  J.  Butterfield
           -----------------------------
             Michael  J.  Butterfield
             Treasurer  of  AFG  Leasing  VI  Incorporated
             (Duly  Authorized  Officer  and
             Principal  Financial  and  Accounting  Officer)


Date:     November  14,  2001
          -------------------