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) DECEMBER 22, 2000



                             AFG Investment Trust B
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             (Exact name of registrant as specified in its charter)


     Delaware                           0-21390                     04-3157230
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(State or other jurisdiction          (Commission                (IRS Employer
   of incorporation)                  File Number)           Identification No.)


   200 Nyala Farms, Westport, Connecticut                                06880
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  (Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code (203) 341-0515
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          (Former name or former address, if changed since last report)



Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

              (c)    EXHIBITS

                     Exhibit 4.1   Amended and Restated Voting and Tender
                                   Agreement dated as of December 22, 2000 by
                                   and between MILPI Acquisition Corp., PLM
                                   International, Inc. and the other parties
                                   thereto.





                                   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:        December 28, 2000            AFG INVESTMENT TRUST B
                                           By:  AFG ASIT Corporation,
                                                as Managing Trustee


                                           By:     /S/ JAMES A. COYNE
                                              -------------------------------
                                                Name:      James A. Coyne
                                                Title:     Senior Vice President



                                  EXHIBIT INDEX






 Exhibit
 NUMBER    EXHIBIT NAME                                                         LOCATION

                                                                       
  4.1      Amended and Restated Voting and Tender Agreement dated as          Filed herewith
           of December 22, 2000 by and between MILPI Acquisition
           Corp., PLM International, Inc. and the other parties thereto.