UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF ----- THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. -- ----- Commission File Number 0-21390 ---------- AFG INVESTMENT TRUST B (Exact name of registrant as specified in its charter) 1050 Waltham Street, Lexington, MA 02421 (781) 676-0009 -------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 582,017 Class A Trust Beneficiary Interests ------------------------------------------- (Title of each class of securities covered by this Form) NONE ---- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) ----- ----- Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: X Rule 12g-4(a)(1)(i) Rule 12h-3(b)(1)(i) Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii) Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(i) Rule 12g-4(a)(2)(ii) Rule 12h-3(b)(2)(ii) Rule 15d-6 Approximate number of holders of record as of the certification or notice date: 0 Pursuant to the requirements of the Securities Exchange Act of 1934 AFG INVESTMENT TRUST B has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: December 31, 2002 By: AFG ASIT Corporation, its Managing Trustee By:/s/ Wayne E. Engle Its: Senior Vice President