AMERICAN INCOME PARTNERS III-A
                              LIMITED PARTNERSHIP
                          98 North Washington Street 
                          Boston, Massachusetts 02114
 
                                                                August 18, 1995
 
Dear Unitholder:
 
  Enclosed is a copy of the Schedule 14D-9 which was filed by American Income
Partners III-A Limited Partnership (the "Partnership") with the Securities and
Exchange Commission in connection with the offer by Atlantic Acquisition
Limited Partnership (the "Purchaser") to purchase Units representing limited
partnership interests of the Partnership.
 
  The Purchaser is related to the general partners of the Partnership, to
American Finance Group ("AFG"), which is the sponsor of the Partnership, and
to parties related to AFG. Accordingly, the Partnership is making no
recommendation and is remaining neutral as to whether Unitholders should
tender their Units pursuant to the offer.
 
  Unitholders are advised to read carefully the enclosed Schedule 14D-9.
 
                                                AMERICAN INCOME PARTNERS III-A
                                                LIMITED PARTNERSHIP
 
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