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            0-15621
                      ----------------------------------------------------------

                     American Income 5 Limited Partnership
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            (Exact name of registrant as specified in its charter)

  Massachusetts                                        04-2917026
- -----------------------------------                    -------------------------
(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:

            71,295 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...................................................................*

                         Statement 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. 33-1190).

           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 United Technologies
                         Corporation, was filed in the Registrant's Annual
                         Report on Form 10-K for the year ended December 31,
                         1989 as Exhibit 28 (a) 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 Northwest Airlines, Inc., was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1989 as Exhibit 28 (b)
                         and is incorporated herein by reference.

           99  (c)       Lease agreement with Comair Inc., was filed in the
                         Registrant's Annual Report on Form 10-K for the year
                         ended December 31, 1995 and is included 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 5 LIMITED PARTNERSHIP


                        By: AFG Leasing Associates II,
                        a Massachusetts general partnership and the
                        General Partner of the Registrant.

                        By: AFG Leasing Incorporated,
                        a Massachusetts corporation and
                        General Partner in such general partnership






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


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



By:  /s/ Gary M. Romano
   ------------------------------
Gary M. Romano
Vice President and Controller
of AFG and Clerk of the corporate General
Partner
(Principal Accounting Officer)



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