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 June 30, 1996
                                ----------------------------------------------- 
 
                                      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 June 30, 1996                Commission File No. 0-16513



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


Massachusetts                                         04-2979663
- --------------------------------                      -------------------------
(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 III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                                     INDEX



                         
                                                                 Page
                                                                 ----
                                                          
PART I.  FINANCIAL INFORMATION:
 
   Item 1. Financial Statements
 
    Statement of Financial Position
      at June 30, 1996 and December 31, 1995                       3
 
    Statement of Operations for the three and six
      months ended June 30, 1996 and 1995                          4
      
    Statement of Cash Flows for the six months
      ended June 30, 1996 and 1995                                 5
 
    Notes to the Financial Statements                            6-8
 
   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                          9-12
                                                            


 PART II.  OTHER INFORMATION:

   Items 1 - 6                                                    13


 
         

                                       2

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                        STATEMENT OF FINANCIAL POSITION
                      June 30, 1996 and December 31, 1995

                                  (Unaudited)


 
 
                                            June 30,  December 31,
ASSETS                                        1996         1995
- -------                                    ----------- -----------
                                                  
 
Cash and cash equivalents                   $  761,899   $  763,103

Rents receivable, net of allowance for
 doubtful accounts of $20,000 at                 
 December 31,1995                                4,291       11,190
   
Accounts receivable - affiliate                  6,590       28,196

Equipment at cost, net of accumulated
 depreciation of $5,396,377 and
 $5,067,104 at June 30, 1996                 
 and December 31, 1995, respectively         1,869,340    2,452,884       
                                            ----------   ----------
   
   Total assets                             $2,642,120   $3,255,373
                                            ==========   ==========
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable                              $   17,133    $   27,614
Accrued interest                                  148           148
Accrued liabilities                            14,414        21,914
Accrued liabilities - affiliate                 3,288        15,007
Deferred rental income                         35,118        29,337
Cash distributions payable to partners        146,615       146,615
                                           ----------    ----------
   Total liabilities                          216,716       240,635
                                           ----------    ----------
Partners' capital (deficit):
   General Partners                          (145,663)     (139,770)
   Limited Partnership Interests
   (774,130 Units; initial purchase        
    price of $25 each)                      2,571,067     3,154,508
                                           ----------    ----------
     Total partners' capital                2,425,404     3,014,738
                                           ----------    ----------
     Total liabilities and partners'        
      capital                              $2,642,120    $3,255,373
                                           ==========    ==========
 




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

   

                                       3

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                            STATEMENT OF OPERATIONS
           for the three and six months ended June 30, 1996 and 1995

                                  (Unaudited)


 
 
                                               Three Months               Six Months
                                              Ended June 30,            Ended June 30,
                                          1996             1995          1996        1995
                                     ---------------  --------------  -----------  ---------
                                                                       
 
Income:
   Lease revenue                          $ 127,869         $195,127   $ 280,866    $436,122
   Interest income                            9,944           11,902      19,277      22,781
   Gain on sale of equipment                 37,000           69,890      39,040     303,078
                                          ---------         --------   ---------    --------
     Total income                           174,813          276,919     339,183     761,981
                                          ---------         --------   ---------    --------
 
Expenses:
   Depreciation                              91,772          110,172     183,544     221,613
   Write-down of equipment                  400,000               --     400,000          --
   Interest expense                             265              861         707       2,407
   Equipment management fees
   - affiliate                                6,393            9,756      14,043      21,806
   Operating expenses - affiliate            19,738           27,682      36,993      55,805
                                          ---------         --------   ---------    --------
     Total expenses                         518,168          148,471     635,287     301,631
                                          ---------         --------   ---------    --------
 
Net income (loss)                         $(343,355)        $128,448   $(296,104)   $460,350
                                          =========         ========   =========    ========
 
Net income (loss)
  per limited partnership unit               $(0.44)        $   0.16      $(0.38)   $   0.59
                                         ==========        =========     =======    =========
  Cash distributions declared
   per limited partnership unit               $0.19         $   0.31       $0.37    $   0.62
                                          =========         ========   =========    ========
 

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

                                       4

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                            STATEMENT OF CASH FLOWS
                for the six months ended June 30, 1996 and 1995

                                  (Unaudited)





 
 
                                             1996         1995
                                          -----------  ----------
                                                 
 
Cash flows from (used in) operating
 activities:                              
Net income (loss)                          $(296,104)  $ 460,350 
Adjustments to reconcile net income
 (loss) to  net cash from operating
 activities:                                
   Depreciation                              183,544     221,613
   Write-down of equipment                   400,000          --
   Gain on sale of equipment                 (39,040)   (303,078)
   Decrease in allowance for doubtful        (20,000)    (30,000)
     accounts
Changes in assets and liabilities
 Decrease in:
   rents receivable                          26,899     284,853
   accounts receivable - affiliate           21,606      82,415
 Increase (decrease) in:
   accrued interest                              --     (11,645)
   accrued liabilities                       (7,500)       (500)
   accrued liabilities - affiliate          (11,719)      7,586
   deferred rental income                     5,781          95
                                           ---------   ---------
   Net cash from operating activities       263,467     711,689
                                           ---------   ---------
Cash flows from investing activities:
   Proceeds from equipment sales             39,040     303,078
                                           ---------   ---------
     Net cash from investing 
      activities                             39,040     303,078
                                           ---------   ---------
Cash flows used in financing activities:
   Principal payments - notes payable       (10,481)   (327,693)
   Distributions paid                      (293,230)   (635,334)
                                           ---------   ---------
     Net cash used in financing
      activities                           (303,711)   (963,027)
                                          ---------   ---------
Net increase (decrease) in cash and          
 cash equivalents                            (1,204)     51,740

Cash and cash equivalents at beginning
 or period                                  763,103     837,988
                                          ---------   ---------
Cash and cash equivalents at end of        
 period                                   $ 761,899   $ 889,728
                                          =========   =========
 
Supplemental disclosure of cash flow
 information:                             
   Cash paid during the period for        
    interest                              $     707   $  14,052
                                          =========   ========= 



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

                                       5

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements
                                 June 30, 1996

                                  (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 1995 Annual Report.  Except
   as disclosed herein, there has been no material change to the information
   presented in the footnotes to the 1995 Annual Report.

      In the opinion of management, all adjustments (consisting of normal and
   recurring adjustments) considered necessary to present fairly the financial
   position at June 30, 1996 and December 31, 1995 and results of operations for
   the three and six month periods ended June 30, 1996 and 1995 have been made
   and are reflected.


   NOTE 2 - CASH
   -------------

      At June 30, 1996, the Partnership had $755,000 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, quarterly or semi-annually
   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 $728,625  are due as follows:
   
 
                                     
   For the year ending June 30, 1997     $448,247
                                1998      174,438
                                1999       56,550
                                2000       42,334
                                2001        7,056
                                         --------
                               Total     $728,625
                                         ========
 
   

   NOTE 4 - EQUIPMENT
   ------------------

      The following is a summary of equipment owned by the Partnership at June
   30, 1996.  In the opinion of American Finance Group ("AFG"), the acquisition
   cost of the equipment did not exceed its fair market value.

                                       6

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)






                                                                  Lease Term            Equipment                        
Equipment Type                                                     (Months)             at Cost
- ------------------------------                                   ------------        -----------  
                                                                              
   Aircraft                                                          36-108         $ 5,665,903
   Retail store fixtures                                               1-84             341,058
   Materials handling                                                  1-84             310,661
   Locomotives                                                        57-60             273,767
   Communications                                                     36-84             246,374
   Manufacturing                                                         60             195,271
   Medical                                                            56-60             162,007
   Computers and peripherals                                           1-60              63,397
   Furniture and fixtures                                             17-84               7,279
                                                                                    -----------
 
                                                       Total equipment cost           7,265,717
 
                                                   Accumulated depreciation          (5,396,377)
                                                                                    -----------
 
                                 Equipment, net of accumulated depreciation         $ 1,869,340
                                                                                    ===========
 


      At June 30, 1996, the Partnership's equipment portfolio included equipment
   having a proportionate original cost of $5,927,050, representing
   approximately 82% of total equipment cost.

      At June 30, 1996, the Partnership was not holding any equipment not
   subject to a lease.

      During the quarter ended June 30, 1996, the Partnership recorded a write-
   down, representing an impairment in value, pertaining to its interest in a
   Lockheed L-1011 aircraft.   This adjustment was precipitated by continuing
   deterioration in the secondary market for wide-body aircraft of this type.
   Several air carriers have reduced their commitment to the L-1011 and,
   currently, a major domestic air carrier is expected to retire eleven L-1011
   aircraft from its fleet.  Further, it appears that future demand for this
   type of aircraft will be  weak, consisting  principally of air cargo carriers
   or operators of passenger charters.  In consideration of such circumstances
   and in accordance with Financial Accounting Standards Board Statement No.
   121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
   Assets to be Disposed Of, the Partnership reduced the carrying value of its
   L-1011 aircraft interest to its estimated current fair market value.  This
   resulted in a write-down of $400,000, representing $0.51 per limited
   partnership unit.


   NOTE 5 - RELATED PARTY TRANSACTIONS
   -----------------------------------

      All operating expenses incurred by the Partnership are paid by AFG on
   behalf of the Partnership and AFG is reimbursed at its actual cost for such
   expenditures.  Fees and other costs incurred during each of the six month
   periods ended June 30, 1996 and 1995, which were paid or accrued by the
   Partnership to AFG or its Affiliates, are as follows:

                                       7

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)



 
 
                                     1996      1995
                                   --------  --------
                                       
Equipment management fees           $14,043   $21,806
Administrative charges               10,026    10,026
Reimbursable operating expenses
 due to third parties                26,967    45,779
                                    -------   -------
 
     Total                          $51,036   $77,611
                                    =======   =======
 


      All rents and proceeds from the sale of equipment are paid directly to
   either AFG or to a lender.  AFG temporarily deposits collected funds in a
   separate interest-bearing escrow account prior to remittance to the
   Partnership.  At June 30, 1996, the Partnership was owed $ 6,590 by AFG for
   such funds and the interest thereon.  These funds were remitted to the
   Partnership in July 1996.


   NOTE 6 - NOTES PAYABLE
   ----------------------

      Notes payable at June 30, 1996 consisted of one installment note of
   $17,133 payable to a bank.  The installment note is non-recourse, with an
   interest rate of 7.13%.  The installment note is collateralized by the
   equipment and assignment of the related lease payments and will be fully
   amortized by noncancellable rents in the year ending June 30, 1997.  The
   carrying amount of notes payable approximates fair value at June 30, 1996.


   NOTE 7 - LEGAL PROCEEDINGS
   --------------------------

      On March 15, 1993, Herman's Sporting Goods, Inc., a lessee of the
   Partnership (the "Debtor"), filed for protection under Chapter 11 of the
   Bankruptcy Code in the United States District Court, Trenton, New Jersey (the
   "District Court"). Certain unpaid rents due to the Partnership were scheduled
   by the Debtor as unsecured claims.  Upon order of the District Court, renewal
   rental schedules for all equipment leased to the Debtor by the Partnership
   were executed and are currently in effect.  On August 23, 1994, the District
   Court confirmed the Debtor's First Modified Plan of Reorganization, as
   Amended and Modified.  On April 26, 1996, the Debtor refiled for protection
   under Chapter 11 of the Bankruptcy Code in the District Court.  Rents due to
   the Partnership pursuant to the renewal schedules due to expire on June 30,
   1996 were scheduled by the Debtor as unsecured claims.  At June 30, 1996, the
   Partnership was due $4,437 from the Debtor with respect to its 1993 and 1996
   unsecured claims.  The Partnership's equipment portfolio includes equipment
   on lease to the Debtor with an original cost of approximately $246,373, which
   is expected to be purchased by the Debtor, and is fully depreciated for
   financial reporting purposes.  This equipment represents approximately 3% of
   the Partnership's aggregate equipment portfolio at June 30, 1996.  These
   Bankruptcies did not have a material adverse effect on the financial position
   of the Partnership.

                                       8

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


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

   Three and six months ended June 30, 1996 compared to the three and six months
   -----------------------------------------------------------------------------
   ended June 30, 1995:
   --------------------

   Overview
   --------

      The Partnership was organized in 1987 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 Managing General Partner is pursuing the remarketing of all
   of the Partnership's remaining equipment and has engaged an investment
   adviser to solicit interested third-party buyers.  This effort is being
   undertaken in conjunction with certain other affiliated partnerships and, if
   successful, would result in the sale of each affected partnership's assets to
   a selected buyer.  The Managing General Partner believes this approach will
   (i) maximize the disposition prices of each partnership's assets and (ii)
   prevent the incidence of future expenses to operate a publicly-registered
   limited partnership with a declining asset base.  The Managing General
   Partner is evaluating expressions of interest submitted by the investment
   adviser from a number of potential buyers, but is under no obligation to
   accept any proposal.  If successful, the Managing General Partner anticipates
   that it would wind-up the operations of the Partnership and make a
   liquidating distribution to the Partners, net of any cash reserves which the
   Managing General Partner may consider appropriate, on or before December 31,
   1996.

   Results of Operations
   ---------------------

      For the three and six months ended June 30, 1996, the Partnership
   recognized lease revenue of $127,869 and $280,866, respectively, compared to
   $195,127 and $436,122 for the same periods in 1995.  The decrease in lease
   revenue from 1995 to 1996 was expected and resulted principally from primary
   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 AFG or an affiliated equipment leasing
   program sponsored by AFG.  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 June 30, 1996 and 1995, the Partnership sold
   equipment which had been fully depreciated to existing lessees and third
   parties.  These sales resulted in net gains, for financial statement
   purposes, of $37,000 and $69,890, respectively.

      For the six months ended June 30, 1996 and 1995, the Partnership sold
   equipment which had been fully depreciated to existing lessees and third
   parties.  These sales resulted in net gains, for financial statement
   purposes, of $39,040 and $303,078, respectively.

      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

                                       9

 
              AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


 purposes is partly a function of the amount of accumulated depreciation
 associated with the equipment being sold.

      The ultimate realization of residual value for any type of equipment is
   dependent upon many factors, including AFG'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.  AFG 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 revenues 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 for the three and six months ended June 30, 1996 was
   $91,772 and $183,544, respectively, compared to $110,172 and $221,613 for the
   same periods in 1995. 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.

      During the quarter ended June 30, 1996, the Partnership recorded a write-
   down, representing an impairment in value, pertaining to its interest in a
   Lockheed L-1011 aircraft.   This adjustment was precipitated by continuing
   deterioration in the secondary market for wide-body aircraft of this type.
   Several air carriers have reduced their commitment to the L-1011 and,
   currently, a major domestic air carrier is expected to retire eleven L-1011
   aircraft from its fleet.  Further, it appears that future demand for this
   type of aircraft will be  weak, consisting  principally of air cargo carriers
   or operators of passenger charters.  In consideration of such circumstances
   and in accordance with Financial Accounting Standards Board Statement No.
   121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
   Assets to be Disposed Of, the Partnership reduced the carrying value of its
   L-1011 aircraft interest to its estimated current fair market value.  This
   resulted in a write-down of $400,000, representing $0.51 per limited
   partnership unit.

      Interest expense was $265 and $707 or less than 1% of lease revenue for
   each of the three and six month periods ended June 30, 1996, respectively,
   compared to $861 and $2,407 or less than 1% of lease revenue for the same
   periods in 1995.  In the future, interest expense will be minimal due to the
   scheduled maturity of the Partnership's debt obligations in the year ending
   June 30, 1997.

      Management fees were 5% of lease revenue during each of the periods ended
   June 30, 1996 and 1995 and will not change as a percentage of lease revenue
   in future periods.

      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. Collectively, operating expenses represented
   15.4% and 13.2% of lease revenue for the three and six months ended June 30,
   1996, respectively, compared to 14.2% and 12.8% of lease revenue for the same
   periods in 1995.  The amount of future operating expenses cannot be predicted
   with certainty; however, such 

                                       10

 
              AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION   




   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.


   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 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
   $263,467 during the six months ended June 30, 1996 compared to $711,689 for
   the same period in 1995.  Future renewal, re-lease and equipment sale
   activities will cause a gradual decline in the Partnership's lease revenues
   and corresponding sources of operating cash.  Overall, expenses associated
   with rental activities, such as management fees, and net cash flow from
   operating activities will 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 six
   months ended June 30, 1996, the Partnership realized $39,040 in equipment
   sale proceeds compared to $303,078 for the same period in 1995.  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.

      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 will be fully
   amortized by noncancellable rents in the year ending June 30, 1997.

      Cash distributions to the Recognized Owners and General Partners 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 six months ended June 30, 1996,
   the Partnership declared total cash distributions of Distributable Cash From
   Operations and Distributable Cash From Sales and Refinancings of $293,230.
   In accordance with the Amended and Restated Agreement and Certificate of
   Limited Partnership, the Recognized Owners were allocated 99% of these
   distributions, or $290,298, and the General Partners were allocated 1%, or
   $2,932. The second quarter 1996 cash distribution was paid on   July 15,
   1996.

      Cash distributions paid to the Partners consist of both a return of and a
   return on capital.  To the extent that cash distributions consist of Cash
   From Sales or Refinancings, substantially all of such cash

                                       11

 
              AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


   distributions should be viewed as a return of 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 contracted
   rents, the generation of renewal and/or re-lease rents, and the residual
   value realized for each asset at its disposal date. Market conditions,
   technological changes, the ability of AFG 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.

                                       12

 
               AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART II.  OTHER INFORMATION



        Item 1.            Legal Proceedings
                           Response:

                           Refer to Note 7 herein and to Note 7 in
                           the 1995 Annual Report

        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

                                       13

 
                                 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 III-C LIMITED PARTNERSHIP


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


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


                     Date: August 13, 1996
                           ------------------------------------------



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


                     Date: August 13, 1996
                           ------------------------------------------

                                       14