Exhbit 2.20

                           CERTIFICATE OF CANCELLATION
                                       OF
                               LIMITED PARTNERSHIP

                                       OF

                AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP


     The  undersigned,  American  Income  Partners  V-B Limited Partnership (the
"Partnership"),  hereby  certifies  for purposes of Section 10 of M.G.L. Chapter
109,  as  follows:

1.     The  name  of  the  Partnership  is  American Income Partners V-B Limited
Partnership.

2.     The  date  of  filing  of  its certificate (the "Certificate") of limited
partnership  was  September  29,  1989.

3.     The  reason  for  filing  the  certificate  of  cancellation  is that the
Partnership  has  dissolved  pursuant  to  the  terms of its limited partnership
agreement and will not be henceforth pursuing the activities contemplated in its
Certificate.

4.     The effective date of cancellation shall be on the date of filing of this
certificate.


     IN WITNESS WHEREOF, the undersigned has executed this instrument under seal
as  of  this  24th  day  of  September  2002.

AMERICAN  INCOME  PARTNERS  V-B  LIMITED  PARTNERSHIP
By:  AFG  Leasing  IV  Incorporated,
its  sole  General  Partner


By:  /s/Wayne  Engle
     ---------------
Name:  Wayne  Engle
Title:  Vice  President