UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):  April 4, 2003
                                                           -------------

       American Income Partners V-D Limited Partnership Liquidating Trust
             (Exact name of registrant as specified in its charter)

     Delaware                       0-19135             04-3090151
(State  or  other  jurisdiction     (Commission     (IRS  Employer
 of  incorporation)                File  Number)    Identification  No.)



c/o  Wilmington  Trust  Company,  1100  North  Market  Street,
Wilmington,  Delaware          19890
     (Address of principal executive offices)                         (Zip Code)


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




          (Former name or former address, if changed since last report)



       American Income Partners V-D Limited Partnership Liquidating Trust
                                    Form 8-K



Item  5.  Other  Events
          -------------

     As  described  in  the Legal Notice dated April 11, 2002 in connection with
the  settlement  of the class action lawsuit known as Rosenblum, et al. v. Equis
Financial  Group Limited Partnership, et al., (U.S. Dist. Ct. S.D. Fla. Civ. No.
98-8030),  the Revised Stipulation of Settlement provides for the liquidation of
the  partnership's  assets  and distributions of cash to its investors. On March
31,  2003,  American  Income  Partners V-D Limited Partnership Liquidating Trust
("Liquidating  Trust)  made  a distribution  of $446,398 to its investors. These
funds  were  distributed  95%  to  the  limited  partners, and 5% to the general
partner. This distribution represents the final liquidating distribution and the
Liquidating  Trust  has  been  dissolved.












                                   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.

Dated:     April  4,  2003          American  Income  Partners  V-D  Limited
Partnership  Liquidating  Trust


By:  /s/  Wayne  E.  Engle
     ---------------------
     Name:  Wayne  E.  Engle
Title:    Vice  President  (Duly  Authorized  Officer     and  Chief  Financial
Officer)