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

                                   FORM 10-Q



(Mark One)

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

For the quarterly period ended      September 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 September 30, 1996                 Commission File No. 0-19134


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

Massachusetts                                             04-3077437
- ----------------------------------------              --------------------------
(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-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                                     INDEX

 
 
                                                                                          Page
                                                                                        --------
                                                                                      
PART I.  FINANCIAL INFORMATION:
 
Item 1.  Financial Statements
 
     Statement of Financial Position
       at September 30, 1996 and December 31, 1995                                           3
 
     Statement of Operations
       for the three and nine months ended September 30, 1996 and 1995                       4
 
     Statement of Cash Flows
       for the nine months ended September 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 V-C LIMITED PARTNERSHIP

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

                                  (Unaudited)



                                                  September 30,  December 31,
                                                      1996           1995
                                                  -------------  ------------
                                                           
ASSETS
- ------

Cash and cash equivalents                           $4,392,023    $1,173,376
                                                                          
Rents receivable, net of allowance for                                    
 doubtful accounts of $15,000                           62,016       178,631
                                                                          
Accounts receivable - affiliate                        183,546       118,331
Other receivable                                       944,213            --
                                                                          
Equipment at cost, net of accumulated                                     
 depreciation of $8,163,449 and                                           
 $17,709,239 at September 30, 1996                                        
 and December 31, 1995, respectively                 1,121,060     4,508,469
                                                    ----------    ----------
                                                                          
        Total assets                                $6,702,858    $5,978,807
                                                    ==========    ==========
                                                                          
LIABILITIES AND PARTNERS' CAPITAL                                         
- ---------------------------------                                         
                                                                          
Notes payable                                       $  509,774    $  786,755
Accrued interest                                         3,223         5,944
Accrued liabilities                                     28,872        20,000
Accrued liabilities - affiliate                          8,722         6,765
Deferred rental income                                  36,169        24,997
Cash distributions payable to partners               4,025,390       489,707
                                                    ----------    ----------
        Total liabilities                            4,612,150     1,334,168
                                                    ----------    ----------
Partners' capital (deficit):                                              
   General Partner                                    (926,974)     (799,277)
   Limited Partnership Interests                                          
   (930,443 Units; initial purchase                                       
   price of $25 each)                                3,017,682     5,443,916
                                                    ----------    ----------
       Total partners' capital                       2,090,708     4,644,639 
                                                    ----------    ----------
       Total liabilities and partners' capital      $6,702,858    $5,978,807
                                                    ==========    ==========
 


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

                                       3

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                            STATEMENT OF OPERATIONS
        for the three and nine months ended September 30, 1996 and 1995

                                  (Unaudited)



 
 
                                               Three Months            Nine Months
                                             Ended September 30,    Ended September 30,
                                              1996       1995        1996         1995
                                           ---------    -------    ----------   ----------
                                                                     
Income:
        Lease revenue                      $1,366,710   $843,643   $2,767,075   $2,729,749

        Interest income                        47,046     16,229       86,032       42,434

        Gain on sale of equipment             505,872      5,775      595,116      587,786
                                           ----------   --------   ----------   ----------

          Total income                      1,919,628    865,647    3,448,223    3,359,969
                                           ----------   --------   ----------   ----------
 
Expenses:

        Depreciation and amortization         232,101    461,039      936,326    1,662,403

        Interest expense                       12,313     31,685       42,749      128,459

        Equipment management fees
          - affiliate                          64,998     37,704      136,077      114,402

        Operating expenses - affiliate         25,052     29,787      127,052       92,579
                                           ----------   --------   ----------   ----------

          Total expenses                      334,464    560,215    1,242,204    1,997,843
                                           ----------   --------   ----------   ----------
 
Net income                                 $1,585,164   $305,432   $2,206,019   $1,362,126
                                           ==========   ========   ==========   ==========
 
Net income
   per limited partnership unit            $     1.62   $   0.31   $     2.25   $     1.39
                                           ==========   ========   ==========   ==========
Cash distributions declared
   per limited partnership unit            $     4.11   $   0.50   $     4.86   $     1.50
                                           ==========   ========   ==========   ==========



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

                                       4

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                            STATEMENT OF CASH FLOWS
             for the nine months ended September 30, 1996 and 1995

                                  (Unaudited)


                                                                1996          1995
                                                            -----------     -----------
                                                                      
Cash flows from (used in) operating activities:            
Net income                                                  $ 2,206,019     $ 1,362,126 
Adjustments to reconcile net income to
   net cash from operating activities:                         
       Depreciation and amortization                            936,326       1,662,403 
       Gain on sale of equipment                               (595,116)       (587,786)
 
Changes in assets and liabilities
   Decrease (increase) in:  
       rents receivable                                         116,615         175,744 
       accounts receivable - affiliate                          (65,215)        385,962
   Increase (decrease) in:
       accrued interest                                          (2,721)        (23,831)
       accrued liabilities                                        8,872          (1,750)
       accrued liabilities - affiliate                            1,957         (62,504)
       deferred rental income                                    11,172         (17,279)
                                                            -----------     -----------
          Net cash from operating activities                  2,617,909       2,893,085
                                                            -----------     -----------
Cash flows from (used in) investing activities:
       Purchase of equipment                                    (65,700)             --
       Proceeds from equipment sales                          2,167,686         726,834
                                                            -----------     -----------

          Net cash from investing activities                  2,101,986         726,834
                                                            -----------     -----------
Cash flows used in  financing activities:                  
   Principal payments - notes payable                          (276,981)     (1,506,000) 
   Distributions paid                                        (1,224,267)     (1,591,547)
                                                            -----------     -----------
          Net cash used in financing activities              (1,501,248)     (3,097,547)
                                                            -----------     -----------
Net increase in cash and cash equivalents                     3,218,647         522,372
Cash and cash equivalents at beginning of period              1,173,376         648,744
                                                            -----------     -----------
Cash and cash equivalents at end of period                  $ 4,392,023     $ 1,171,116
                                                            ===========     ===========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                 $    45,470     $   152,290
                                                            ===========     ===========


 

Supplemental disclosure of non-cash investing activity:
   The Partnership entered into a sale transaction to dispose of its interest in
   a vessel. This transaction was closed on September 30, 1996. The Partnership
   received net sale proceeds of $944,213, a portion of which was used to repay
   the outstanding principal balance of notes payable of $102,818. The
   remainder, $841,395, was deposited into an escrow account and transferred to
   the Partnership on October 3, 1996. See Note 4 for additional discussion on
   this transaction.
   
                  The accompanying notes are an integral part
                         of these financial statements.

                                       5

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements
                               September 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 September 30, 1996 and December 31, 1995 and results of operations
for the three and nine month periods ended September 30, 1996 and 1995 have been
made and are reflected.


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

  At September 30, 1996, the Partnership had $4,290,000 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
$1,220,894 are due as follows:


 
 
                                       
  For the year ending September 30, 1997  $  784,658
                                    1998     338,141
                                    1999      50,623
                                    2000      31,648
                                    2001      15,824
                                          ----------
 
                                   Total  $1,220,894
                                          ==========


                                       6

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)


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

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


 
                                         Lease Term       Equipment
Equipment Type                            (Months)         at Cost
- -----------------------------------  ------------------  ------------
                                                   
Construction & mining                             6-84   $ 2,550,457
Aircraft                                          1-36     2,132,292
Communications                                   12-84     1,790,243
Retail store fixtures                            12-72     1,144,958
Materials handling                                1-60       855,494
Furniture and fixtures                              84       382,117
Motor vehicles                                      36       238,583
Locomotives                                      48-78       184,820
Computers and peripherals                        12-60         5,545
                                                         -----------
 
                                  Total equipment cost     9,284,509
 
                              Accumulated depreciation    (8,163,449)
                                                         -----------
 
            Equipment, net of accumulated depreciation   $ 1,121,060
                                                         ===========
 


          On September 30, 1996, the Partnership sold a 36% ownership interest,
representing its entire ownership interest, in a cargo vessel leased by
KGJS/Gearbulk Holding Limited (the "Vessel"), having an original cost to the
Partnership of $2,782,137 and a net book value at September 30, 1996 of
$1,230,287.  The Partnership received net sale proceeds of $944,213, a portion
of which was used to repay the outstanding principal balance of notes payable
associated with the Vessel of $102,818.  The remainder, $841,395, was deposited
into an escrow account and transferred to the Partnership on October 3, 1996.
At September 30, 1996, the net sale proceeds related to this transaction were
reported as Other Receivable on the Statement of Financial Position.  The
Partnership sold its interest in the Vessel prior to the expiration of the
related lease term.  This sale was effected in connection with a joint
remarketing effort involving 15 individual equipment leasing programs sponsored
by AFG, consisting of the Partnership and 14 affiliates.  In October 1996, the
Partnership filed Form 8-K with the Securities and Exchange Commission which
provided a description of the remarketing process and the terms of the sale.

  At September 30, 1996, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $2,317,164, representing
approximately 25% of total equipment cost.

  The summary above includes equipment held for re-lease or sale with a cost and
net book value of approximately $1,719,000 and $457,000, respectively, at
September 30, 1996. 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 approximately
$649,000 and $111,000, respectively, at September 30, 1996.  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
$38,000, all of which  was accrued or incurred during the nine months ended
September 30, 1996.  The Partnership entered into a new

                                       7

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)


28-month lease agreement with Transmeridian Airlines to re-lease the Aircraft at
a base rent to the Partnership of $4,290 per month, effective upon completion of
the heavy maintenance.


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 nine month
periods ended September 30, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
                                                     =


 
 
                                       1996      1995
                                     --------  --------
                                         
 
  Equipment management fees          $136,077  $114,402
  Administrative charges               15,750    15,750
  Reimbursable operating expenses
     due to third parties             111,302    76,829
                                     --------  --------
 
                     Total           $263,129  $206,981
                                     ========  ========
 


  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
September 30, 1996, the Partnership was owed $183,546 by AFG for such funds and
the interest thereon.  These funds were remitted to the Partnership in October
1996.


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

  Notes payable at September 30, 1996 consisted of installment notes of $509,774
payable to banks and institutional lenders.  All of the installment notes are
non-recourse, two notes with interest rates of 9.5% and one note which bears a
fluctuating interest rate based on the London Inter-Bank Offered Rate ("LIBOR")
plus 1.5%.  At September 30, 1996, the applicable LIBOR rate was approximately
7%.  The installment notes are collateralized by the equipment and assignment of
the related lease payments and will be fully amortized by noncancellable rents.
The carrying amount of notes payable approximates fair value at September 30,
1996.

  The annual maturities of the installment notes payable are as follows:


 
                                       
  For the year ending September 30, 1997  $424,488
                                    1998    85,286
                                          --------
 
                                   Total  $509,774
                                          ========


                                       8



                AMERICAN INCOME PARTNERS V-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 nine months ended September 30, 1996 compared to the three and nine
- -----------------------------------------------------------------------------
months ended September 30, 1995:
- --------------------------------

Overview
- --------

  As an equipment leasing partnership, the Partnership was organized to acquire
a diversified portfolio of capital equipment subject to lease agreements with
third parties.  The Partnership was designed to progress through three principal
phases:  acquisitions, operations, and liquidation.  During the operations
phase, a period of approximately six years, all equipment in the Partnership's
portfolio will progress through various stages.  Initially, all equipment will
generate rental revenues under primary term lease agreements.  During the life
of the Partnership, these agreements will expire on an intermittent basis and
equipment held pursuant to the related leases will be renewed, re-leased or
sold, depending on prevailing market conditions and the assessment of such
conditions by AFG to obtain the most advantageous economic benefit.  Over time,
a greater portion of the Partnership's original equipment portfolio will become
available for remarketing and cash generated from operations and from sales or
refinancings will begin to fluctuate.  Ultimately, all equipment will be sold
and the Partnership will be dissolved.  The Partnership's operations commenced
in 1990.


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

  For the three and nine months ended September 30, 1996, the Partnership
recognized lease revenue of $1,366,710 and $2,767,075, respectively, compared to
$843,643 and $2,729,749 for the same periods in 1995.  Lease revenue increased
during the three and nine months ended September 30, 1996 due to the receipt of
$872,305 of lease termination rents received in connection with the sale of the
Partnership's interest in two Boeing 727-Advanced aircraft in July 1996 (see
discussion below).  In future periods, the level of lease revenue will decline
due to the expiration of the Partnership's primary lease term agreements and
equipment sales.  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 and nine months ended September 30, 1996, the Partnership sold
equipment having a net book value of $2,478,497 and $2,516,783, respectively, to
existing lessees and third parties.  These sales resulted in net gains for
financial statement purposes of $505,872 and $595,116, respectively.  These
equipment sales included the sale of the Partnership's interest in two Boeing
727-Advanced jet aircraft with an original cost and net book value of $7,779,992
and $1,238,414, respectively, which the Partnership sold to the existing lessee
in July 1996.  In connection with these sales, the Partnership realized sale
proceeds of $2,019,055, which resulted in a net gain, for financial statement
purposes, of $780,641.  This equipment was sold prior to the expiration of the
related lease term.  The Partnership also realized lease termination rents equal
to $872,305 relating to these aircraft.  In addition, equipment sales in 1996
included the Partnership's interest in a vessel with an original cost

                                       9

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


and net book value of $2,782,137 and $1,230,287, respectively, which the
Partnership sold to a third party in September 1996. In connection with this
sale, the Partnership realized net sale proceeds of $944,213, which resulted in
a net loss, for financial statement purposes, of $286,074. This equipment was
sold prior to the expiration of the related lease term. This sale was effected
in connection with a joint remarketing effort involving 15 individual leasing
programs sponsored by AFG, consisting of the Partnership and 14 affiliates. See
Note 4 for further discussion of this sale transaction.

  For the three months ended September 30, 1995, the Partnership sold equipment
which had been fully depreciated to existing lessees and third parties.  These
sales resulted in a net gain, for financial statement purposes, of $5,775.  For
the nine months ended September 30, 1995 the Partnership sold equipment having a
net book value of $139,048.  These sales resulted in a net gain, for financial
statement purposes, of $587,786.

  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.

  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 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 and amortization expense for the three and nine months ended
September 30, 1996 was $232,101 and $936,326, respectively, compared to $461,039
and $1,662,403 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.

  Interest expense was $12,313 and $42,749, or 1% and 1.5% of lease revenue for
the three and nine months ended September 30, 1996, respectively, compared
$31,685 and $128,459, or 3.8% and 4.9% of lease revenue for the same periods in
1995.  Interest expense in future periods will 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.

  Management fees were 4.8% and 4.9% of lease revenue for the three and nine
month periods ended September 30, 1996, respectively, compared to 4.5% and 4.2 %
of lease revenue for the same periods in 1995.  Management fees during the nine
months ended September 30, 1996 include $7,731, resulting from an

                                       10

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


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.
Collectively, operating expenses represented 1.8% and 4.6% of lease revenue for
the three and nine months ended September 30, 1996, respectively, compared to
3.5% and 3.4%  of lease revenue for the same periods in 1995.  The overall
increase in operating expenses from 1995 to 1996 was due primarily to heavy
maintenance costs incurred or accrued in connection with certain of the
Partnership's Boeing 727 aircraft.  During the three months ended September 30,
1996, the Partnership received $21,112 from the former lessee of these aircraft,
representing a partial reimbursement of these costs.  The Partnership entered
into a new 28-month lease agreement with Transmeridian Airlines to re-lease one
of the aircraft at a base rent to the Partnership of $4,290 per month, effective
upon completion of the heavy maintenance.  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.


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 $2,617,909 and $2,893,085 for the nine
months ended September 30, 1996 and 1995, 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 expended for equipment acquisitions and cash realized from asset disposal
transactions are reported under investing activities on the accompanying
Statement of Cash Flows.  During the nine months ended September 30, 1996, the
Partnership expended $65,700 to replace certain aircraft engines to facilitate
the re-lease of an aircraft, in which the Partnership has an ownership interest,
to Transmeridian Airlines (see discussion below).  There were no equipment
acquisitions during the same period in 1995.  During the nine months ended
September 30, 1996, the Partnership realized $2,167,686 in equipment sale
proceeds compared to $726,834 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.

                                       11

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


  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 6% ownership interest with a cost and net book value
to the Partnership of approximately $649,000 and $111,000, respectively, at
September 30, 1996.  The Aircraft is currently undergoing heavy maintenance
expected to cost the Partnership approximately $38,000, all of which  was
incurred or accrued during the nine months ended September  30, 1996.

  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.  In future periods, the amount of cash used to repay
debt obligations will continue to decline as the principal balance of notes
payable is reduced through the collection and application of rents.

  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 nine months ended September 30, 1996, the
Partnership declared total cash distributions of Distributable Cash From
Operations and Distributable Cash From Sales and Refinancings of $4,759,950.  In
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership, the Recognized Owners were allocated 95% of these distributions, or
$4,521,952, and the General Partner was allocated 5%, or $273,998.  The third
quarter 1996 cash distribution was paid on October 15, 1996.

  Cash distributions paid to the Recognized Owners 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 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 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 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.

  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 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 quarterly cash distributions will occur during the
life of the Partnership.

                                       12

 
                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART II.  OTHER INFORMATION



     Item 1.             Legal Proceedings
                         Response:  None

     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 V-C 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: November 13, 1996
                        --------------------------------------------



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


                  Date: November 13, 1996 
                        --------------------------------------------



                                       14