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

                                    FORM 10-K/A

(Mark One)

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

For the fiscal year ended   December 31, 1995
                         ---------------------------------------------------
                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                             to
                              -----------------------------  ------------------
Commission file number              0-16513
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               American Income Partners III-C Limited Partnership
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             (Exact name of registrant as specified in its charter)

  Massachusetts                                             04-2979663
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(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                             Identification No.)

  98 N. Washington St., Fifth Floor, Boston, MA             02114
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(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code     (617) 854-5800
                                                  ------------------------------
Securities registered pursuant to Section 12(b) of the Act             NONE
                                                          ----------------------
   Title of each class              Name of each exchange on which registered

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- ------------------------           ---------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

             774,130 Units Representing Limited Partnership Interest
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                                (Title of class)

- --------------------------------------------------------------------------------
                                (Title of class)

         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  XX     No
                                              ------     -----
         State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. Not applicable. Securities are nonvoting for
this purpose. Refer to Item 12 for further information.

                    DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Annual Report to security holders for
                the year ended December 31, 1995 (Part I and II)

 
PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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        (a)  Documents filed as part of this report:
             (1)    Financial Statements:
                   
                    Report of Independent Auditors.............................*
                   
                    Statements of Financial Position
                    at December 31, 1995 and 1994..............................*
                   
                    Statement of Operations
                    for the years ended December 31, 1995, 1994 and 1993.......*
                   
                    Statement of Changes in Partners' Capital
                    for the years ended December 31, 1995, 1994 and 1993.......*
                   
                    Statement of Cash Flows
                    for the years ended December 31, 1995, 1994 and 1993.......*
                   
                    Notes to the Financial Statements..........................*
                   
             (2)    Financial Statement Schedules:

                    None required.
                   
             (3)    Exhibits:
                   
                    Except as set forth  below,  all Exhibits to Form 10-K,
                    as set  forth in Item 601 of  Regulation  S-K,  are not
                    applicable.

           Exhibit
           Number
          -------- 
            4            Amended and Restated Agreement and Certificate of
                         Limited Partnership included as Exhibit A to the
                         Prospectus which is included in Registration Statement
                         on Form S-1 (No. 33-11160).

           13            The 1995 Annual Report to security holders, a copy of
                         which is furnished for the information of the
                         Securities and Exchange Commission. Such Report, except
                         for those portions thereof which are incorporated
                         herein by reference, is not deemed "filed" with the
                         Commission.

           23            Consent of Independent Auditors.

           99  (a)       Lease agreement with Northwest Airlines, Inc. was filed
                         in the Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1991 as Exhibit 28 (c) and is
                         incorporated herein by reference.

*  Incorporated herein by reference to the appropriate portion of the 1995
   Annual Report to security holders for the year ended December 31, 1995. (See
   Part II)

 

           Exhibit
           Number
          --------- 
           99  (b)       Lease agreement with Bally's Health and Tennis
                         Corporation was filed in the Registrant's Annual Report
                         on Form 10-K for the year ended December 31, 1993 as
                         Exhibit 28 (d) and is incorporated herein by reference.

           99  (c)       Lease agreement with Healthcare Financial Services,
                         Inc. was filed in the Registrant's Annual Report on
                         Form 10-K for the year ended December 31, 1993 as
                         Exhibit 28 (e) and is incorporated herein by reference.

           99  (d)       Lease agreement with Marriott Corporation was filed in
                         the Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1993 as Exhibit 28 (f) and is
                         incorporated herein by reference.

           99  (e)       Lease agreement with Equicor, Incorporated was filed in
                         the Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1994 as Exhibit 99 (f) and is
                         incorporated herein by reference.

           99  (f)       Lease agreement with ING Aviation Leasing is filed in
                         the Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1995 and is incorporated
                         herein.


        (b) Reports on Form 8-K

        None.

 
                                   SIGNATURES

        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/Geoffrey A. MacDonald                      By: /s/ Gary D. Engle
   -------------------------                         ---------------------
Geoffrey A. MacDonald                             Gary D. Engle
Chief Executive Officer,                          President, Chief Operating
Chairman, and a member of the                     Officer and a member of the
Executive Committee of AFG and                    Executive Committee of AFG
President and a Director of the                   (Principal Financial Officer)
Managing General Partner
(Principal Executive Officer)


Date:   April 9, 1996                             Date:  April 9, 1996  
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By: /s/ Gary M. Romano
   -------------------------
Gary M. Romano
Vice President and Controller
of AFG and Clerk of the Managing General
Partner
(Principal Accounting Officer)


Date:   April 9, 1996  
     -----------------------