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

                    _________________________________________

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (date of earliest event reported):  September 26, 2002

                      Commission File Number:  33-35148-02


          American Income Fund I-B, a Massachusetts Limited Partnership
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     Massachusetts     04-3106525
(State  of  jurisdiction     (I.R.S.  Employer
    of  Incorporation)     Identification  No.)


                               1050 Waltham Street
                               Lexington, MA 02421
               (Address of Principal Executive Offices) (Zip Code)

     Registrant's  telephone  number,  including  area  code:  (781)  676-0009


ITEM  5.     Other  Events.
- --------

     On  September  26,  2002, American Income Fund I-B, a Massachusetts Limited
Partnership  (the  "Partnership")  completed  its  liquidation  and  dissolution
pursuant  to  a  Plan of Liquidation and Dissolution (the "Plan"), adopted as of
July  18,  2002, in accordance with the terms of the settlement of the class and
derivative  action lawsuit entitled Leonard Rosenblum, et al. v. Equis Financial
                                    --------------------------------------------
Group  Limited  Partnership,  et  al.  involving  the  Partnership  as a nominal
- ------------------------------------
defendant and directing the implementation of the settlement, the Final Judgment
- -------
and  Order  for  which  was  docketed on June 18, 2002 and the appeal period for
which  expired  on  July  18,  2002  (the  "Order").

     The  Partnership  entered  into  a  Liquidating  Trust  Agreement  (the
"Liquidating  Trust  Agreement")  with  Wilmington  Trust  Company  ("Wilmington
Trust"),  as  trustee  of  the American Income Fund I-B, a Massachusetts Limited
Partnership  Liquidating  Trust (the "Liquidating Trust").  As of July 18, 2002,
each  unitholder  of  the Partnership received a pro rata beneficial interest in
the  Liquidating  Trust  in  exchange  for  such  holder's  Partnership  units.

     In  accordance with the Order, the Plan and the Liquidating Trust Agreement
the  Partnership has transferred all of its cash, non-cash assets and all of its
liabilities  to  the  Liquidating Trust, including $483,160 in cash as a reserve
for  contingent  liabilities  of  the Partnership and the Liquidating Trust.  On
August  16,  2002, the Partnership distributed a total of $218,363.55 in cash to
the  General  Partner  and  its unit holders of record as of August 8, 2002.  On
September 26, 2002, the Partnership filed a Certificate of Cancellation with the
Secretary  of  State  of  The  Commonwealth  of  Massachusetts.

Item  7.     Financial  Statements  and  Exhibits.
- --------

     (c)  Exhibits

     2.17     Plan  of  Liquidation  and  Dissolution
     2.18     Final  Judgment  and  Order
     2.19     Liquidating  Trust  Agreement
     2.20     Certificate  of  Cancellation


SIGNATURES

     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  hereunto  duly  authorized.

American  Income  Fund  I-B,  a  Massachusetts  Limited  Partnership


By:  /s/  Wayne  Engle________
   -------------------
Wayne  Engle
Vice  President

Date:     September  30,  2002


                                  Exhibit Index
                                  -------------

Exhibit 2.17     Plan of Liquidation and Dissolution:  Incorporated by reference
to  Exhibit  2.15  to  a  report on Form 10-Q for the Partnership filed with the
Commission  on  August  14,  2002
     [File  #000-18365,  Film  #02736193]

Exhibit 2.18     Final Judgment and Order:  Incorporated by reference to Exhibit
2.12  to  a  report on Form 8-K for the Partnership filed with the Commission on
July  24,  2002
     [File  #000-18365,  Film  #02709880]

Exhibit  2.19     Liquidating  Trust  Agreement:  Incorporated  by  reference to
Exhibit  2.16  to  a  report  on  Form  10-Q  for the Partnership filed with the
Commissioner  on  August  14,  2002
     [File  #000-18365,  Film  #02736193]

Exhibit  2.20     Certificate  of Cancellation of Limited Partnership filed with
the  Secretary  of  State  of The Commonwealth of Massachusetts on September 26,
2002,  filed  herein.