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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 1997

                                       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 June 30, 1997                      Commission File No. 0-19135

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

        Massachusetts                                       04-3090151
- ----------------------------------------                ------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

88 Broad Street Street, Boston, MA                            02110
- ----------------------------------------                ------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (617) 854-5800

98 North Washington Street, Boston, MA 02114 
- --------------------------------------------------------------------------------
(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-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                                      INDEX

PART I. FINANCIAL INFORMATION:                                              Page
                                                                            ----

    Item 1. Financial Statements

       Statement of Financial Position
          at June 30, 1997 and December 31, 1996                               3

       Statement of Operations
          for the three and six months ended June 30, 1997 and 1996            4

       Statement of Cash Flows
          for the six months ended June 30, 1997 and 1996                      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-D LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                       June 30, 1997 and December 31, 1996

                                   (Unaudited)

                                                        June 30,    December 31,
                                                          1997         1996
                                                      -----------   -----------
ASSETS

Cash and cash equivalents                             $ 2,692,492   $ 1,867,874

Rents receivable                                           31,470        15,859

Accounts receivable - affiliate                           122,219       101,298

Equipment at cost, net of accumulated depreciation
  of $3,330,596 and $4,761,138 at June 30, 1997
  and December 31, 1996, respectively                     710,139     1,566,382
                                                      -----------   -----------
      Total assets                                    $ 3,556,320   $ 3,551,413
                                                      ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL

Notes payable                                         $   291,294   $   307,479
Accrued interest                                            7,044         1,336
Accrued liabilities                                        15,000        23,245
Accrued liabilities - affiliate                            13,854        20,837
Deferred rental income                                      1,280       194,980
Cash distributions payable to partners                     75,825        75,825
                                                      -----------   -----------
      Total liabilities                                   404,297       623,702
                                                      -----------   -----------

Partners' capital (deficit):
  General Partner                                        (374,452)     (385,667)
  Limited Partnership Interests
  (480,227 Units; initial purchase price of $25 each)   3,526,475     3,313,378
                                                      -----------   -----------
      Total partners' capital                           3,152,023     2,927,711
                                                      -----------   -----------
      Total liabilities and partners' capital         $ 3,556,320   $ 3,551,413
                                                      ===========   ===========

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


                                       3


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS
            for the three and six months ended June 30, 1997 and 1996

                                   (Unaudited)

                                            Three Months          Six Months
                                            Ended June 30,       Ended June 30,
                                            1997      1996      1997      1996
                                          --------  --------  --------  --------
Income:

    Lease revenue                         $183,537  $355,586  $367,319  $814,471

    Interest income                         32,501    19,357    62,211    35,070

    Gain on sale of equipment                2,475    24,088   195,650    55,747
                                          --------  --------  --------  --------

         Total income                      218,513   399,031   625,180   905,288
                                          --------  --------  --------  --------

Expenses:

    Depreciation                            73,528   236,577   149,901   476,224

    Interest expense                         7,042        --    14,428        --

    Equipment management fees
      - affiliate                            8,560    16,787    17,113    43,390

    Operating expenses - affiliate          43,375    19,074    67,776    38,663
                                          --------  --------  --------  --------
         Total expenses                    132,505   272,438   249,218   558,277
                                          --------  --------  --------  --------

Net income                                $ 86,008  $126,593  $375,962  $347,011
                                          ========  ========  ========  ========
Net income
   per limited partnership unit           $   0.17  $   0.25  $   0.74  $   0.69
                                          ========  ========  ========  ========
Cash distributions declared
   per limited partnership unit           $   0.15  $   0.37  $   0.30  $   0.75
                                          ========  ========  ========  ========

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


                                       4


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS
                 for the six months ended June 30, 1997 and 1996

                                   (Unaudited)

                                                          1997         1996
                                                      -----------   -----------
Cash flows from (used in) operating activities:
Net income                                            $   375,962   $   347,011

Adjustments to reconcile net income
  to net cash from operating activities:
     Depreciation                                         149,901       476,224
     Gain on sale of equipment                           (195,650)      (55,747)

Changes in assets and liabilities
  Decrease (increase) in:
     rents receivable                                     (15,611)      (30,985)
     accounts receivable - affiliate                      (20,921)       76,134
  Increase (decrease) in:
     accrued interest                                       5,708        (2,029)
     accrued liabilities                                   (8,245)       (7,500)
     accrued liabilities - affiliate                       (6,983)       (4,638)
     deferred rental income                                   392          (355)
                                                      -----------   -----------

        Net cash from operating activities                284,553       798,115
                                                      -----------   -----------
Cash flows from investing activities:
   Proceeds from equipment sales                          707,900        99,914
                                                      -----------   -----------
        Net cash from investing activities                707,900        99,914
                                                      -----------   -----------

Cash flows used in financing activities:
   Principal payments - notes payable                     (16,185)      (86,802)
   Distributions paid                                    (151,650)     (442,314)
                                                      -----------   -----------

        Net cash used in financing activities            (167,835)     (529,116)
                                                      -----------   -----------

Net increase in cash and cash equivalents                 824,618       368,913

Cash and cash equivalents at beginning of period        1,867,874     1,108,982
                                                      -----------   -----------

Cash and cash equivalents at end of period            $ 2,692,492   $ 1,477,895
                                                      ===========   ===========
Supplemental disclosure of cash flow information:
     Cash paid during the period for interest         $     8,720   $     2,029
                                                      ===========   ===========

Supplemental disclosure of non-cash activities:
      The Partnership received $194,092 from a lessee prior to the first quarter
      of 1997, representing an equipment purchase option. These funds were
      classified as deferred rental income on the Statement Financial Position
      at December 31, 1996. During the six months ended June 30 ,1997 the
      Partnership sold the equipment and such funds were recognized as sales
      proceeds.

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


                                       5


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
                        Notes to the Financial Statements

                                  June 30, 1997

                                   (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 1996 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1996 Annual Report.

      In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1997 and December 31, 1996 and results of operations for
the three and six month periods ended June 30, 1997 and 1996 have been made and
are reflected.

NOTE 2 - CASH

      At June 30, 1997, the Partnership had $2,590,000 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 or quarterly 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 $467,189
are due as follows:

      For the year ending June 30, 1998             $ 184,060
                                   1999               109,898
                                   2000                84,778
                                   2001                84,778
                                   2002                 3,675
                                                    ---------
                                  Total             $ 467,189
                                                    =========

NOTE 4 - EQUIPMENT

      The following is a summary of equipment owned by the Partnership at June
30, 1997. In the opinion of Equis Financial Group Limited Partnership ("EFG"),
the acquisition cost of the equipment did not exceed its fair market value.


                                       6


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
                        Notes to the Financial Statements

                                   (Continued)

                                         Lease Term                  Equipment
        Equipment Type                    (Months)                    At Cost
- ------------------------------           ----------                -----------
Aircraft                                    1-19                   $ 1,160,990
Materials handling                          1-60                     1,079,750
Construction and mining                    12-60                       364,308
Trailers/intermodal containers             11-66                       357,884
Tractors and heavy duty trucks             24-60                       301,746
Manufacturing                              24-60                       268,764
Communications                             23-60                       229,633
Computers and peripherals                  12-60                       107,488
Research and test                           9-24                       105,805
Motor vehicles                                24                        64,367
                                                                   -----------
                            Total equipment cost                     4,040,735

                        Accumulated depreciation                    (3,330,596)
                                                                   -----------
      Equipment, net of accumulated depreciation                   $   710,139
                                                                   ===========

      At June 30, 1997, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $1,332,708 representing approximately
33% of total equipment cost.

      The summary above includes equipment held for sale or re-lease with an
original cost and net book value of approximately $444,000 and $400,
respectively, at June 30, 1997.

NOTE 5 - RELATED PARTY TRANSACTIONS

      All operating expenses incurred by the Partnership are paid by EFG on
behalf of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the six month periods
ended June 30, 1997 and 1996, which were paid or accrued by the Partnership to
EFG or its Affiliates, are as follows:

                                                1997             1996
                                              --------         --------
      Equipment management fees               $ 17,113         $ 43,390
      Administrative charges                    27,420           10,272
      Reimbursable operating expenses
         due to third parties                   40,356           28,391
                                              --------         --------
                                Total         $ 84,889         $ 82,053
                                              ========         ========


                                       7


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
                        Notes to the Financial Statements

                                   (Continued)

      All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At June 30, 1997, the Partnership was owed $122,219 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in July 1997.

NOTE 6 - NOTES PAYABLE

      Notes payable at June 30, 1997 consisted of installment notes payable to
banks of $291,294. The installment notes are non-recourse, with interest rates
ranging between 9.75% and 9.9% and are collateralized by the equipment and
assignment of the related lease payments. All of the notes will be fully
amortized by noncancellable rents. The carrying amount of notes payable
approximates fair value as June 30, 1997.

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

      For the year ending June 30, 1998             $  71,619
                                   1999                66,110
                                   2000                72,907
                                   2001                77,013
                                   2002                 3,645
                                                    ---------
                                  Total             $ 291,294
                                                    =========

NOTE 7 - LEGAL PROCEEDINGS

      On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited
partner units or beneficiary interests in eight investment programs sponsored by
EFG filed a lawsuit, as a derivative action, on behalf of the Partnership and 27
other investment programs (collectively, the "Nominal Defendants") in the
Superior Court of the Commonwealth of Massachusetts for the County of Suffolk
against EFG and certain of EFG's affiliates, including the General Partner of
the Partnership and four other wholly-owned subsidiaries of EFG which are
general partner or managing trustee of one or more of the investment programs,
(collectively, the "Managing Defendants"), and certain other entities and
individuals that have control of the Managing Defendants and the Nominal
Defendants (the "Controlling Defendants"). The Plaintiffs assert claims of
breach of fiduciary duty, breach of contract, unjust enrichment, and equitable
relief and seek various remedies, including compensatory and punitive damages to
be determined at trial.

      The General Partner and EFG are in the early stages of evaluating the
nature and extent of the claims asserted in this lawsuit and cannot predict its
outcome with any degree of certainty. However, based upon all of the facts
presently being considered by management, the General Partner and EFG do not
believe that any likely outcome will have a material adverse effect on the
Partnership. The General Partner, EFG and their affiliates intend to vigorously
defend against the lawsuit.


                                       8


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

      Certain statements in this quarterly report that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to a variety of risks
and uncertainties. There are a number of important factors that could cause
actual results to differ materially from those expressed in any forward-looking
statements made herein. These factors include, but are not limited to, the
ability of EFG to collect all rents due under the attendant lease agreements and
successfully remarket the Partnership's equipment upon the expiration of such
leases.

Three and six months ended June 30, 1997 compared to the three and six months
ended June 30, 1996:

Overview

      The Partnership was organized in 1990 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The Partnership's stated investment
objectives and policies contemplated that the Partnership would wind-up its
operations within approximately seven years of its inception. Accordingly, the
General Partner is pursuing the remarketing of all of the Partnership's
remaining equipment and expects to engage an investment advisor to provide
assistance and evaluate alternative remarketing strategies. Currently, the
General Partner anticipates that it will wind-up the operations of the
Partnership and make a liquidating distribution to the Partners, net of any cash
reserves which the General Partner may consider appropriate, within the next
twelve months and possibly by December 31, 1997.

Results of Operations

      For the three and six months ended June 30, 1997, the Partnership
recognized lease revenue of $183,537 and $367,319, respectively, compared to
$355,586 and $814,471 for the same periods in 1996. The decrease in lease
revenue from 1996 to 1997 was expected and resulted principally from renewal
lease term expirations and the sale of equipment. 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 an affiliated equipment leasing program
sponsored by EFG. 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 months ended June 30, 1997, the Partnership sold equipment
having a net book value of $3,525 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $2,475
compared to a net gain of $24,088 on equipment having a net book value of
$14,792 for the same period in 1996.

      For the six months ended June 30, 1997, the Partnership sold equipment
having a net book value of $706,342 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $195,650
compared to a net gain of $55,747 on equipment having a net book value of
$44,167 for the same period in 1996.


                                       9


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION

      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 EFG'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. EFG 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 expense was $73,528 and $149,901 for the three and six months
ended June 30, 1997, respectively, compared to $236,577 and $476,224 for the
same periods in 1996. 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 $7,042 and $14,428 or 3.8% and 3.9% of lease revenue
for the three and six months ended June 30, 1997, respectively. There was no
interest expense during the same periods in 1996. Interest expense in 1997
resulted from financing obtained from a third-party lender in connection with a
like-kind exchange transaction which occurred during the third quarter of 1996.
Interest expense 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. In addition, the General Partner expects to
use a portion of the Partnership's available cash to retire indebtedness.

      Management fees were 4.7% of lease revenue for the three and six months
ended June 30, 1997, respectively, compared to 4.7% and 5.3% of lease revenue
for each of the same periods in 1996. Management fees during the six months
ended June 30, 1996 include $4,617, resulting from an 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. Operating expenses were $43,375 and $67,776 for the three and six
months ended June 30, 1997 compared to $19,074 and $38,663 for the same period
in 1996. 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.


                                       10


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION

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 generally 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 $284,553 and $798,115
for the six months ended June 30, 1997 and 1996, 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 continue to 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 realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the six months
ended June 30, 1997, the Partnership realized $707,900 in equipment sale
proceeds compared to $99,914 for the same period in 1996. In addition, the
Partnership received $194,092 from a lessee prior to the first quarter of 1997,
representing an equipment purchase option. These funds were classified as
deferred rental income on the Statement of Financial Position at December 31,
1996. During the six months ended June 30, 1997, the Partnership sold the
equipment and such funds were recognized as equipment sales proceeds. 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.

      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 September 1996, the Partnership obtained additional
long-term financing in connection with a like-kind exchange transaction. 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. However, the level of cash required may
fluctuate due to the use of the Partnership's available cash to retire
indebtedness.

      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 six months ended June 30, 1997, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $151,650. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Recognized Owners were allocated 95% of these distributions, or $144,067, and
the General Partner was allocated 5%, or $7,583. The second quarter 1997 cash
distribution was paid on July 14, 1997.


                                       11


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION

      Cash distributions paid to the Recognized Owners consist of both a return
of and a return on 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 EFG 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 available 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 future quarterly cash distributions are
anticipated.


                                       12


                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP

                                    FORM 10-Q

                           PART II. OTHER INFORMATION

     Item 1.            Legal Proceedings
                        Response:

                        Refer to Note 7 herein.

     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-D 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:    August 14, 1997


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

                     Date:    August 14, 1997


                                       14