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

                                     FORM 10-Q



(Mark One)

[XX]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

For the quarterly period ended      March 31, 1997
                               ------------------------------------------------

                                         OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

                               ______________________


For Quarter Ended March 31, 1997                    Commission File No. 0-18365


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

           Massachusetts                                          04-3061971
- -------------------------------------                        -------------------
  (State or other jurisdiction of                               (IRS Employer
   incorporation or organization)                            Identification No.)

98 North Washington Street, Boston, MA                               02114
- ----------------------------------------                     -------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code     (617) 854-5800
                                                   -----------------------------


- --------------------------------------------------------------------------------
               (Former name, former address and former fiscal year,
                        if changed since last report.)

  Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes  _X_    No  ___

                  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Sections 12, 13, or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days. Yes  ___  No ___



             AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                  FORM 10-Q

                                    INDEX


                                                                         Page

PART I.  FINANCIAL INFORMATION:

  Item 1.  Financial Statements

    Statement of Financial Position
      at March 31, 1997 and December 31, 1996                               3

    Statement of Operations
      for the three months ended March 31, 1997 and 1996                    4

    Statement of Cash Flows
      for the three months ended March 31, 1997 and 1996                    5

    Notes to the Financial Statements                                     6-9


  Item 2.  Management's Discussion and Analysis of Financial
      Condition and Results of Operations                               10-13


PART II.  OTHER INFORMATION:

  Items 1 - 6                                                              14




                                      2



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        STATEMENT OF FINANCIAL POSITION
                     March 31, 1997 and December 31, 1996

                                  (Unaudited)

                                                         March 31,  December 31,
                                                            1997       1996
                                                         ----------  ----------
ASSETS

Cash and cash equivalents                                $1,887,223  $1,961,623

Rents receivable, net of allowance
for doubtful accounts of $10,000                            227,816     233,569

Accounts receivable - affiliate                              93,873     459,038

Equipment at cost, net of accumulated depreciation
  of $21,289,733 and $21,000,199 at March 31, 1997
  and December 31, 1996, respectively                     4,228,002   4,635,690
                                                         ----------  ----------

    Total assets                                         $6,436,914  $7,289,920
                                                         ----------  ----------
                                                         ----------  ----------

LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                            $  385,127  $  707,842
Accrued interest                                              5,117       7,428
Accrued liabilities                                          97,950      64,750
Accrued liabilities - affiliate                              29,020     226,297
Deferred rental income                                       33,934      45,434
Cash distributions payable to partners                      285,145     285,145
                                                         ----------  ----------

    Total liabilities                                       836,293   1,336,896
                                                         ----------  ----------
Partners' capital (deficit):
  General Partner                                        (1,436,504) (1,418,884)
  Limited Partnership Interests
  (1,547,930 Units; initial purchase price of $25 each)   7,037,125   7,371,908
                                                         ----------  ----------

Total partners' capital                                   5,600,621   5,953,024
                                                         ----------  ----------

Total liabilities and partners' capital                  $6,436,914  $7,289,920
                                                         ----------  ----------
                                                         ----------  ----------

                  The accompanying notes are an integral part
                        of these financial statements.

                                      3



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                           STATEMENT OF OPERATIONS
              for the three months ended March 31, 1997 and 1996

                                  (Unaudited)



                                                  1997         1996
                                               ---------     ----------
Income:

  Lease revenue                                $ 552,640     $  720,593

  Interest income                                 27,011         50,019

  Gain on sale of equipment                       39,487        141,843
                                               ---------     ----------

    Total income                                 619,138        912,455
                                               ---------     ----------

Expenses:

  Depreciation                                   395,176        676,965

  Interest expense                                13,816         18,600

  Equipment management fees - affiliate           27,334         42,071

  Operating expenses - affiliate                 250,070        529,150
                                               ---------     ----------

    Total expenses                               686,396      1,266,786
                                               ---------     ----------

Net loss                                       $ (67,258)    $ (354,331)
                                               ---------     ----------
                                               ---------     ----------

Net loss
  per limited partnership unit                 $   (0.04)    $    (0.22)
                                               ---------     ----------
                                               ---------     ----------

Cash distribution declared
  per limited partnership unit                 $    0.18     $     0.38
                                               ---------     ----------
                                               ---------     ----------

                  The accompanying notes are an integral part
                        of these financial statements.

                                      4



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                           STATEMENT OF CASH FLOWS
              for the three months ended March 31, 1997 and 1996

                                  (Unaudited)

                                                       1997          1996
                                                     ----------    ----------
Cash flows from (used in) operating activities:
Net loss                                             $  (67,258)   $ (354,331)

Adjustments to reconcile net loss to
  net cash from operating activities:
    Depreciation                                        395,176       676,965
    Gain on sale of equipment                           (39,487)     (141,843)

Changes in assets and liabilities
  Decrease (increase) in:
    rents receivable                                      5,753       (68,885)
    accounts receivable - affiliate                     365,165        44,696
  Increase (decrease) in:
    accrued interest                                     (2,311)        2,344
    accrued liabilities                                  33,200       361,470
    accrued liabilities - affiliate                    (197,277)        4,064
    deferred rental income                              (11,500)       55,100
                                                     ----------    ----------

      Net cash from operating activities                481,461       579,580
                                                     ----------    ----------

Cash flows from investing activities:
  Proceeds from equipment sales                          51,999       190,039
                                                     ----------    ----------

      Net cash from investing activities                 51,999       190,039
                                                     ----------    ----------

Cash flows used in financing activities:
  Principal payments - notes payable                   (322,715)      (95,634)
  Distributions paid                                   (285,145)   (1,018,375)
                                                     ----------    ----------

      Net cash used in financing activities            (607,860)   (1,114,009)
                                                     ----------    ----------

Net decrease in cash and cash equivalents               (74,400)     (344,390)

Cash and cash equivalents at beginning of period      1,961,623     4,352,348
                                                     ----------    ----------

Cash and cash equivalents at end of period           $1,887,223    $4,007,958
                                                     ----------    ----------
                                                     ----------    ----------

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest           $   16,127    $   16,256
                                                     ----------    ----------
                                                     ----------    ----------

                  The accompanying notes are an integral part
                        of these financial statements.

                                      5



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements
                                 March 31, 1997

                                  (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

  The financial statements presented herein are prepared in conformity with 
generally accepted accounting principles and the instructions for preparing 
Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange 
Commission and are unaudited.  As such, these financial statements do not 
include all information and footnote disclosures required under generally 
accepted accounting principles for complete financial statements and, 
accordingly, the accompanying financial statements should be read in 
conjunction with the footnotes presented in the 1996 Annual Report.  Except 
as disclosed herein, there has been no material change to the information 
presented in the footnotes to the 1996 Annual Report.

  In the opinion of management, all adjustments (consisting of normal and 
recurring adjustments) considered necessary to present fairly the financial 
position at March 31, 1997 and December 31, 1996 and results of operations 
for the three month periods ended March 31, 1997 and 1996 have been made and 
are reflected.

NOTE 2 - CASH

  At March 31, 1997, the Partnership had $1,775,000 invested in reverse 
repurchase agreements secured by U.S. Treasury Bills or interests in U.S. 
Government securities.

NOTE 3 - REVENUE RECOGNITION

  Rents are payable to the Partnership monthly or quarterly and no 
significant amounts are calculated on factors other than the passage of time. 
The leases are accounted for as operating leases and are noncancellable.  
Rents received prior to their due dates are deferred.  Future minimum rents 
of $3,566,160 are due as follows:

  For the year ending March 31, 1998    $ 2,607,319
                                1999        782,325
                                2000         47,071
                                2001         47,071
                                2002         47,071
                          Thereafter         35,303
                                        -----------
                                Total   $ 3,566,160
                                        -----------
                                        -----------

NOTE 4 - EQUIPMENT

  The following is a summary of equipment owned by the Partnership at March 
31, 1997.  In the opinion of Equis Financial Group Limited Partnership 
("EFG"), (formerly American Finance Group), the acquisition cost of the 
equipment did not exceed its fair market value.

                                      6



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                  (Continued)

                                           Lease Term       Equipment
            Equipment Type                  (Months)         at Cost
- -------------------------------            ----------     ------------
Aircraft                                        1-38      $ 16,192,484
Vessels                                           57         4,205,030
Manufacturing                                  24-60         1,551,460
Materials handling                              4-60         1,266,400
Computers and peripherals                       6-51           886,571
Construction and mining                        11-60           526,525
Communications                                 50-60           469,389
Trailers/intermodal containers                 39-84           341,134
Retail store fixtures                          12-60            30,320
Energy systems                                  9-60            29,996
Tractors and heavy duty trucks                  1-84            18,426
                                                         -------------

                                Total equipment cost        25,517,735

                            Accumulated depreciation       (21,289,733)
                                                         -------------

          Equipment, net of accumulated depreciation      $  4,228,002
                                                         -------------
                                                         -------------

  At March 31, 1997, the Partnership's equipment portfolio included equipment 
having a proportionate original cost of $20,943,201, representing 
approximately 82% of total equipment cost.

  The summary above includes equipment held for re-lease or sale with a cost 
and net book value of approximately $6,619,000 and $779,000, respectively, at 
March 31, 1997 (See also Note 8 - Subsequent Event). The equipment includes 
the Partnership's proportionate interest in a Boeing 727-251 Advanced 
aircraft (the "Aircraft"), formerly leased to Northwest Airlines, Inc., 
having a cost and net book value of $6,484,000 and $777,000, respectively, at 
March 31, 1997.  This aircraft  was returned upon expiration of its lease 
term on November 30, 1995 and is currently undergoing heavy maintenance 
expected to cost the Partnership approximately $764,000, all of which was 
accrued or incurred at March 31, 1997. The Partnership entered into a 
18-month lease agreement with Transmeridian Airlines to release the Aircraft 
at a base monthly rent to the Partnership of $48,000 for 8 months and $42,000 
for 10 months, effective upon completion of the heavy maintenance.  The 
Partnership has experienced delays in the completion of the Aircraft's heavy 
maintenance.

NOTE 5 - RELATED PARTY TRANSACTIONS

  All operating expenses incurred by the Partnership are paid by EFG on 
behalf of the Partnership and EFG is reimbursed at its actual cost for such 
expenditures.  Fees and other costs incurred during each of the three month 
periods ended March 31, 1997 and 1996, which were paid or accrued by the 
Partnership to EFG or its Affiliates, are as follows:

                                            1997         1996
                                          --------     --------
  Equipment management fees               $ 27,334     $ 42,071
  Administrative charges                     9,258        5,250
  Reimbursable operating expenses
    due to third parties                   240,812      523,900
                                          --------     --------
       Total                              $277,404     $571,221
                                          --------     --------
                                          --------     --------

                                      7



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                  (Continued)

  All rents and proceeds from the sale of equipment are paid directly to 
either EFG or to a lender.  EFG temporarily deposits collected funds in a 
separate interest-bearing escrow account prior to remittance to the 
Partnership.  At March 31, 1997, the Partnership was owed $93,873 by EFG for 
such funds and the interest thereon.  These funds were remitted to the 
Partnership in April 1997.

NOTE 6 - NOTES PAYABLE

  Notes payable at March 31, 1997 consisted of installment notes of $385,127 
payable to banks and institutional lenders.  Two of the installment notes are 
non-recourse, with interest rates of 10.12% and one note bears a fluctuating 
interest rate based on the London Inter-Bank Offered Rate ("LIBOR") plus 
1.5%.  At March 31, 1997, the applicable LIBOR adjusted rate was 5.7%. The 
installment notes are collateralized by the equipment and assignment of the 
related lease payments and will be fully amortized by noncancellable rents in 
the year ending March 31, 1998.  The carrying value of notes payable 
approximates fair value at March 31, 1997.

NOTE 7 - LEGAL PROCEEDINGS

  On July 27, 1995, EFG, on behalf of the Partnership and other EFG-sponsored 
investment programs, filed an action in the Commonwealth of Massachusetts 
Superior Court Department of the Trial Court in and for the County of 
Suffolk, for damages and declaratory relief against a lessee of the 
Partnership, National Steel Corporation  ("National Steel"), under a certain 
Master Lease Agreement ("MLA") for the lease of certain equipment.  EFG is 
seeking the reimbursement by National Steel of certain sales and/or use taxes 
paid to the State of Illinois and other remedies provided by the MLA.  On 
August 30, 1995, National Steel filed a Notice of Removal which removed the 
case to the United States District Court, District of Massachusetts.  On 
September 7, 1995, National Steel filed its Answer to EFG's Complaint along 
with Affirmative Defenses and Counterclaims, seeking declaratory relief and 
alleging breach of contract, implied covenant of good faith and fair dealing 
and specific performance.  EFG filed its Answer to these counterclaims on 
September 29, 1995.  Though the parties have been discussing settlement with 
respect to this matter for some time, to date, the negotiations have been 
unsuccessful.  Notwithstanding these discussions, EFG recently filed an 
Amended and Supplemental Complaint alleging a further default by National 
Steel under the MLA and EFG recently filed a Summary Judgment on all claims 
and counterclaims.  The matter remains pending before the Court.  The 
Partnership has not experienced any material losses as a result of this 
action.

NOTE 8 - SUBSEQUENT EVENT

  On April 30, 1997, the vessel partnerships, in which the Partnership and 
certain affiliated investment programs are limited partners and through which 
the Partnership and the affiliated investment programs shared economic 
interests in three cargo vessels (the "Vessels") leased by KGJS/Gearbulk 
Holdings Limited (the "Lessee"), exchanged their ownership interests in the 
Vessels for 1,987,000 shares of common stock in Banyan Strategic Land Fund II 
("Banyan") and a purchase money note of $8,219,500 (the "Note").  Banyan is a 
Delaware corporation organized on April 14, 1987 and has its common stock 
listed on NASDAQ.  Banyan holds certain real estate investments, the most 
significant being a 274 acre site near Malibu, California ("Rancho Malibu").

  The exchange was organized through an intermediary company (Equis Exchange 
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the 
sole purpose of facilitating the exchange.  There were no fees paid to EFG by 
Equis Exchange LLC or Banyan or by any other party that otherwise would not 
have been paid to EFG had the Partnership sold its beneficial interest in the 
Vessels directly to the Lessee.  The

                                      8



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                  (Continued)

Lessee prepaid all of its remaining contracted rental obligations and 
purchased the Vessels in two closings occurring on May 6, 1997 and May 12, 
1997.  The above-referenced Note was repaid with $3,800,000 of cash and 
delivery of a $4,419,500 note from Banyan (the "Banyan Note").

  As a result of the exchange transaction and its original 53.54% beneficial 
ownership interest in Larkfield, one of the three Vessels, the Partnership 
received $837,736 in cash and is the beneficial owner of 393,394 shares of 
Banyan common stock and holds a beneficial interest in the Banyan Note of 
$888,845.

  Cash equal to the amount of the Banyan Note is being held by Banyan in a 
segregated account pending the outcome of certain shareholder proposals.  
Specifically, as part of the exchange, Banyan agreed to seek consent 
("Consent") from its shareholders to: (1) amend its certificate of 
incorporation and by-laws; (2) make additional amendments to restrict the 
acquisition of its common stock in a way to protect Banyan's net operating 
loss carry-forwards, and (3) engage EFG to provide administrative services to 
Banyan, which services EFG will provide at cost.  If the Consent is not 
obtained, repayment of the Banyan Note will be accelerated and repaid from 
the cash held in the segregated account.   If the Consent is obtained, the 
Banyan Note will be amortized over three years and bear an annual interest 
rate of 10%.

  In connection with the Banyan transaction, Gary D. Engle, President and 
Chief Executive Officer of EFG, joined the Board of Directors of Banyan and 
James A. Coyne, Senior Vice President of EFG became Banyan's Chief Operating 
Officer.  The agreement also provides that a majority of the Board of 
Directors remain independent of Banyan and EFG.  Provided Consent is received 
by October 31, 1997, Banyan has agreed to declare a $0.20 per share dividend 
to be paid on all shares, including those beneficially owned by the 
Partnership.

  The General Partner believes that the underlying tangible assets of Banyan, 
particularly the Rancho Malibu property, can be sold or developed on a tax 
free basis due to Banyan's net operating loss carryforwards and can provide 
an attractive economic return to the Partnership. 


                                      9



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART 1. FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 
1996:

OVERVIEW

  The Partnership was organized in 1989 as a direct-participation equipment 
leasing program to acquire a diversified portfolio of capital equipment 
subject to lease agreements with third parties.  The Partnership's stated 
investment objectives and policies contemplated that the Partnership would 
wind-up its operations within approximately seven years of its inception.  
Accordingly, the General Partner is pursuing the remarketing of all of the 
Partnership's remaining equipment and expects to engage an investment advisor 
to provide assistance and evaluate alternative remarketing strategies.  
Currently, the General Partner anticipates that it will wind-up the 
operations of the Partnership and make a liquidating distribution to the 
Partners, net of any cash reserves which the General Partner may consider 
appropriate, within the next twelve months and possibly by December 31, 1997.

RESULTS OF OPERATIONS

  For the three months ended March 31, 1997, the Partnership recognized lease 
revenue of $552,640 compared to $720,593 for the same period in 1996.  The 
decrease in lease revenue from 1996 to 1997 was expected and resulted 
principally from lease term expirations and the sale of equipment.  The 
Partnership also earns interest income from temporary investments of rental 
receipts and equipment sales proceeds in short-term instruments.

  The Partnership's equipment portfolio includes certain assets in which the 
Partnership holds a proportionate ownership interest.  In such cases, the 
remaining interests are owned by an affiliated equipment leasing program 
sponsored by EFG.  Proportionate equipment ownership enables the Partnership 
to further diversify its equipment portfolio by participating in the 
ownership of selected assets, thereby reducing the general levels of risk 
which could result from a concentration in any single equipment type, 
industry or lessee.  The Partnership and each affiliate individually report, 
in proportion to their respective ownership interests, their respective 
shares of assets, liabilities, revenues, and expenses associated with the 
equipment.

  For the three months ended March 31, 1997, the Partnership sold equipment 
having a net book value of $12,512 to existing lessees and third parties.  
These sales resulted in a net gain, for financial statement purposes, of 
$39,487 compared to a net gain of $110,297 on equipment having a net book 
value of $17,203 for the same period in 1996.

  During 1995, the Partnership transferred its ownership interest in certain 
trailers previously leased to The Atchison Topeka and Santa Fe Railroad.  The 
Partnership intended to replace all of the trailers with comparable trailers 
and account for the transaction as a like-kind exchange for income tax 
reporting purposes, a portion of which was completed in 1995.  A gain of 
$31,546, pertaining to the trailers which had not been exchanged in 1995, was 
deferred in anticipation of completing the exchange in 1996.  During the 
three months ended March 31, 1996, the Partnership elected not to replace the 
remaining trailers and, accordingly, the remaining deferred gain of $31,546 
was recognized as Gain on Sale of Equipment on the Statement of Operations 
for the three months ended March 31, 1996.   In addition, the remaining cash 
consideration of $62,539 from the original transaction was recognized as 
proceeds from equipment sales.

  It cannot be determined whether future sales of equipment will result in a 
net gain or a net loss to the Partnership, as such transactions will be 
dependent upon the condition and type of equipment being sold and its 
marketability at the time of sale.  In addition, the amount of gain or loss 
reported for financial statement purposes is partly a function of the amount 
of accumulated depreciation associated with the equipment being sold.

                                      10



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART 1. FINANCIAL INFORMATION

  The ultimate realization of residual value for any type of equipment is 
dependent upon many factors, including EFG's ability to sell and re-lease 
equipment.  Changing market conditions, industry trends, technological 
advances, and many other events can converge to enhance or detract from asset 
values at any given time.  EFG attempts to monitor these changes in order to 
identify opportunities which may be advantageous to the Partnership and which 
will maximize total cash returns for each asset.

  The total economic value realized upon final disposition of each asset is 
comprised of all primary lease term revenue generated from that asset, 
together with its residual value.  The latter consists of cash proceeds 
realized upon the asset's sale in addition to all other cash receipts 
obtained from renting the asset on a re-lease, renewal or month-to-month 
basis.  The Partnership classifies such residual rental payments as lease 
revenue.  Consequently, the amount of gain or loss reported in the financial 
statements is not necessarily indicative of the total residual value the 
Partnership achieved from leasing the equipment. 

  Depreciation expense was $395,176 and $676,965 for the three months ended 
March 31, 1997 and 1996, respectively.  For financial reporting purposes, to 
the extent that an asset is held on primary lease term, the Partnership 
depreciates the difference between (i) the cost of the asset and (ii) the 
estimated residual value of the asset on a straight-line basis over such 
term.  For purposes of this policy, estimated residual values represent 
estimates of equipment values at the date of primary lease expiration.  To 
the extent that an asset is held beyond its primary lease term, the 
Partnership continues to depreciate the remaining net book value of the asset 
on a straight-line basis over the asset's remaining economic life.

  Interest expense was $13,816 or 2.5% of lease revenue for the three months 
ended March 31, 1997, and   $18,600 or 2.6% of lease revenue for the same 
period in 1996.  Interest expense in future periods will continue to decline 
in amount and as a percentage of lease revenue as the principal balance of 
notes payable is reduced through the application of rent receipts to 
outstanding debt.  In addition, the General Partner expects to use a portion 
of the Partnership's available cash to retire indebtedness.

  Management fees were approximately 4.9% and 5.8% of lease revenue during 
the three months ended March 31, 1997 and 1996, respectively.  Management 
fees during the three months ended March 31, 1996 include $7,780, resulting 
from an underaccrual in 1995.  Management fees are based on 5% of gross lease 
revenue generated by operating leases and 2% of gross lease revenue generated 
by full payout leases. 

  Operating expenses consist principally of administrative charges, 
professional service costs, such as audit and legal fees, as well as 
printing, distribution and remarketing expenses.  In certain cases, equipment 
storage or repairs and maintenance costs may be incurred in connection with 
equipment being remarketed. Significant operating expenses were incurred in 
1996 and 1997 due to heavy maintenance and airframe overhaul costs incurred 
or accrued in connection with  the Partnership's interests in two Boeing 727 
aircraft.  Certain of the costs incurred in the first quarter of 1996 were 
subsequently reimbursed by the former lessee of the related aircraft.  In 
1996, the Partnership entered into a new 36-month lease agreement with 
Sunworld International Airlines, Inc. to re-lease one of the aircraft at a 
base rent to the Partnership of $39,000 per month (see discussion below 
relating to the second aircraft).  The amount of future operating expenses 
cannot be predicted with certainty; however, such expenses are usually higher 
during the acquisition and liquidation phases of a partnership.  Other 
fluctuations typically occur in relation to the volume and timing of 
remarketing activities.

                                      11



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART 1. FINANCIAL INFORMATION

LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS

  The Partnership by its nature is a limited life entity which was 
established for specific purposes described in the preceding "Overview".  As 
an equipment leasing program, the Partnership's principal operating 
activities derive from asset rental transactions.  Accordingly, the 
Partnership's principal source of cash from operations is generally provided 
by the collection of periodic rents.  These cash inflows are used to satisfy 
debt service obligations associated with leveraged leases, and to pay 
management fees and operating costs.  Operating activities generated net cash 
inflows of $481,461 and $579,580 in 1997 and 1996, respectively.  Future 
renewal, re-lease and equipment sale activities will cause a decline in the 
Partnership's lease revenue and corresponding sources of operating cash.  
Overall, expenses associated with rental activities, such as management fees, 
and net cash flow from operating activities will also decline as the 
Partnership experiences a higher frequency of remarketing events.

  Ultimately, the Partnership will dispose of all assets under lease.  This 
will occur principally through sale transactions whereby each asset will be 
sold to the existing lessee or to a third party.  Generally, this will occur 
upon expiration of each asset's primary or renewal/re-lease term.  In certain 
instances, casualty or early termination events may result in the disposal of 
an asset.  Such circumstances are infrequent and usually result in the 
collection of stipulated cash settlements pursuant to terms and conditions 
contained in the underlying lease agreements.

  Cash realized from asset disposal transactions is reported under investing 
activities on the accompanying Statement of Cash Flows.  During the three 
months ended March 31, 1997, the Partnership realized $51,999 in equipment 
sale proceeds compared to $190,039 for the same period in 1996.  Future 
inflows of cash from asset disposals will vary in timing and amount and will 
be influenced by many factors including, but not limited to, the frequency 
and timing of lease expirations, the type of equipment being sold, its 
condition and age, and future market conditions.

  On November 30, 1995, upon the expiration of its lease term, Northwest 
Airlines, Inc. returned a Boeing 727-251 Advanced aircraft (the "Aircraft") 
in which the Partnership has a 60% ownership interest.  The Partnership's 
interest in the Aircraft had a cost and net book value of approximately 
$6,484,000 and $777,000, respectively, at March 31, 1997.  The Aircraft is 
currently undergoing heavy maintenance expected to cost the Partnership 
approximately $764,000, all of which was accrued or incurred at March 31, 
1997.  The Partnership entered into a 18-month lease agreement with 
Transmeridian Airlines to release the Aircraft at a base monthly rent to the 
Partnership of $48,000 for 8 months and $42,000 for 10 months, effective upon 
completion of the heavy maintenance.  The Partnership has experienced delays 
in the completion of the Aircraft's heavy maintenance.

  The Partnership obtained long-term financing in connection with certain 
equipment leases.  The repayments of principal related to such indebtedness 
are reported as a component of financing activities.  Each note payable is 
recourse only to the specific equipment financed and to the minimum rental 
payments contracted to be received during the debt amortization period (which 
period generally coincides with the lease rental term).  As rental payments 
are collected, a portion or all of the rental payment is used to repay the 
associated indebtedness.  The Partnership's notes payable are scheduled to be 
fully amortized by noncancellable rents during the year ending March 31, 
1998. In addition, the General Partner expects to use a portion of the 
Partnership's available cash to retire indebtedness.

  Cash distributions to the General Partner and Recognized Owners are 
declared and generally paid within fifteen days following the end of each 
calendar quarter.  The payment of such distributions is presented as a 
component of financing activities.  For the three months ended March 31, 
1997, the Partnership declared total cash distributions of Distributable Cash 
From Operations and Distributable Cash From Sales and Refinancings of 

                                      12



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART 1. FINANCIAL INFORMATION

$285,145.  In accordance with the Amended and Restated Agreement and 
Certificate of Limited Partnership, the Recognized Owners were allocated 95% 
of these distributions, or $270,888, and the General Partner was allocated 
5%, or $14,257.  The first quarter 1997 cash distribution was paid on April 
14, 1997.

  Cash distributions paid to the Recognized Owners consist of both a return 
of and a return on capital.  Cash distributions do not represent and are not 
indicative of yield on investment.  Actual yield on investment cannot be 
determined with any certainty until conclusion of the Partnership and will be 
dependent upon the collection of all future contracted rents, the generation 
of renewal and/or re-lease rents, and the residual value realized for each 
asset at its disposal date.  Future market conditions, technological changes, 
the ability of EFG to manage and remarket the assets, and many other events 
and circumstances, could enhance or detract from individual asset yields and 
the collective performance of the Partnership's equipment portfolio.

  The future liquidity of the Partnership will be influenced by the foregoing 
and will be greatly dependent upon the collection of contractual rents and 
the outcome of residual activities.  The General Partner anticipates that 
cash proceeds resulting from these sources will satisfy the Partnership's 
future expense obligations.  However, the amount of cash available for 
distribution in future periods will fluctuate.  Equipment lease expirations 
and asset disposals will cause the Partnership's net cash from operating 
activities to diminish over time; and equipment sale proceeds will vary in 
amount and period of realization.  In addition, the Partnership may be 
required to incur asset refurbishment or upgrade costs in connection with 
future remarketing activities.  Accordingly, fluctuations in the level of 
future quarterly cash distributions are anticipated.

                                      13



               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                            PART II. OTHER INFORMATION


  Item 1.                 Legal Proceedings
                          Response:  None

                          Refer to Note 7 to the financial statements herein.

  Item 2.                 Changes in Securities
                          Response:  None

  Item 3.                 Defaults upon Senior Securities
                          Response:  None

  Item 4.                 Submission of Matters to a Vote of Security Holders
                          Response:  None

  Item 5.                 Other Information
                          Response:  None

  Item 6(a).              Exhibits
                          Response:  None

  Item 6(b).              Reports on Form 8-K
                          Response:  None




                                      14



                                SIGNATURE PAGE

  Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below on behalf of the registrant and in the capacity 
and on the date indicated.

                         AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP


                            By:  AFG Leasing IV Incorporated, a Massachusetts
                                 corporation and the General Partner of the
                                 Registrant.


                            By:  /s/  Michael J. Butterfield  
                                ---------------------------------------------
                                 Michael J. Butterfield
                                 Treasurer of AFG Leasing IV Incorporated
                                 (Duly Authorized Officer and
                                 Principal Accounting Officer)


                            Date:  May 15, 1997  
                                  -------------------------------------------


                            By:  /s/  Gary Romano  
                                ---------------------------------------------
                                 Gary M. Romano
                                 Clerk of AFG Leasing IV Incorporated
                                 (Duly Authorized Officer and
                                 Principal Financial Officer)


                            Date:  May 15, 1997
                                  --------------------------------------------





                                      15