AMERICAN INCOME 5 LIMITED PARTNERSHIP
                           FORM 10-Q--JUNE 30, 1995
 
                       NOTES TO THE FINANCIAL STATEMENTS
 
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, 1995 and 1994, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:


                                                                  1995    1994
                                                                 ------- -------
                                                                   
   Equipment management fees.................................... $37,531 $41,713
   Administrative charges.......................................   8,064   6,000
   Reimbursable operating expenses due to third parties.........  35,761  26,025
                                                                 ------- -------
       Total.................................................... $81,356 $73,738
                                                                 ------- -------

 
  All rent 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, 1995, the Partnership was owed $100,045 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in July 1995.