Exhibit 23

                         CONSENT OF INDEPENDENT AUDITORS

   We consent to the incorporation by reference in this Annual Report (Form
10-K) of American Income Partners V-D Limited Partnership, of our report dated
March 10, 2000, included in the 1999 Annual Report to the Partners of American
Income Partners V-D Limited Partnership.






                                                               ERNST & YOUNG LLP






Boston, Massachusetts
March 10, 2000