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 September 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 September 30, 1997            Commission File No. 0-19134


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


Massachusetts                                            04-3077437
- -------------                                            ----------
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                           Identification No.)


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

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

- ------------------------------------------------------------------
          (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-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                                     INDEX

                                                                        PAGE
                                                                     ---------

PART I. FINANCIAL INFORMATION:

 Item 1. Financial Statements

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

   Statement of Operations 
    for the three and nine months ended September 30, 1997 and 1996        4

Statement of Cash Flows 
    for the nine months ended September 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-C LIMITED PARTNERSHIP
 
                       STATEMENT OF FINANCIAL POSITION 
                     September 30, 1997 and December 31, 1996

                                    (Unaudited)
 

                                             SEPTEMBER 30,        DECEMBER 31,
                                                  1997                1996
                                             --------------       -------------

ASSETS
- ------
Cash and cash equivalents                     $   1,621,941       $   1,584,360

Rents receivable, net of allowance for
  doubtful accounts of $15,000 at
  December 31, 1996                                   1,825              37,611

Accounts receivable-affiliate                       187,430              76,774
Equipment at cost, net of accumulated
  depreciation of $7,426,014 and
  $7,893,295 at September 30, 1997 and
  December 31, 1996, respectively                   463,446             943,331
                                             --------------       -------------
Total assets                                 $    2,274,642           2,642,076
                                             --------------       -------------
                                             --------------       -------------

LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

Notes payable                                $           --       $     329,370
Accrued interest                                         --               2,609
Accrued liabilities                                  22,500              26,950
Accrued liabilities-affiliate                         9,779              14,814
Deferred rental income                               20,550              33,634
Cash distributions payable to partners              110,184             110,184
                                             --------------       -------------

Total liabilities                                   163,013             517,561
                                             --------------       -------------

Partners' capital (deficit):
   General Partner                                 (925,929)           (925,284)
Limited Partnership Interests 
   (930,443 Units; initial purchase
    price of $25 each)                            3,037,558           3,049,799
                                             --------------       -------------
   Total partners' capital                        2,111,629           2,124,515
                                             --------------       -------------

   Total liabilities and partners' capital   $    2,274,642       $   2,642,076
                                             --------------       -------------
                                             --------------       -------------

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


                                       3


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
 
                            STATEMENT OF OPERATIONS 
              for the three and nine months ended September 30, 1997 and 1996 

                                  (Unaudited)
 


                                                            THREE MONTHS              NINE MONTHS
                                                        ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
                                                      ------------------------  ------------------------
                                                           1997         1996         1997         1996
                                                       ----------  ------------  ----------  ------------
                                                                                     
Income:
  Lease revenue                                       $   240,513    $ 1,366,710   $ 818,458  $  2,767,075

  Interest income                                          20,418         47,046      58,532        86,032

  Gain on sale of equipment                                 2,854        505,872      56,576       595,116
                                                        ----------  ------------  ----------  ------------

     Total income                                         263,785      1,919,628     933,566     3,448,223
                                                        ----------  ------------  ----------  ------------

Expenses:

  Depreciation                                            124,071        232,101     400,895       936,326

  Interest expense                                             --         12,313       4,587        42,749
 
  Equipment management fees
        - affiliate                                         9,189         64,998      32,323       136,077

  Operating expenses--affiliate                            59,407         25,052     178,095       127,052
                                                        ----------  ------------  ----------  ------------

        Total expenses                                    192,667        334,464     615,900     1,242,204
                                                        ----------  ------------  ----------  ------------

Net income                                              $  71,118    $ 1,585,164  $  317,666  $  2,206,019
                                                        ----------  ------------  ----------  ------------
                                                        ----------  ------------  ----------  ------------
Net income
   per limited partnership unit                         $    0.07    $      1.62  $     0.32  $       2.25
                                                        ----------  ------------  ----------  ------------
                                                        ----------  ------------  ----------  ------------
Cash distributions declared
   per limited partnership unit                         $    0.11    $      4.11  $     0.34  $       4.86
                                                        ----------  ------------  ----------  ------------
                                                        ----------  ------------  ----------  ------------


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

                                       4


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                        STATEMENT OF CASH FLOWS 
            for the nine months ended September 30, 1997 and 1996 

                                (Unaudited)
 


                                                                                              1997          1996
                                                                                          ------------   ------------
                                                                                                 
Cash flows from (used in) operating activities:
Net income                                                                                $    317,666   $  2,206,019

Adjustments to reconcile net income to
  net cash from operating activities:
       Depreciation                                                                            400,895        936,326
       Gain on sale of equipment                                                               (56,576)      (595,116)
       Decrease in allowance for doubtful accounts                                             (15,000)            --

Changes in assets and liabilities
  Decrease (increase) in:
     rents receivable                                                                           50,786        116,615
     accounts receivable--affiliate                                                           (110,656)       (65,215)
  Increase (decrease) in:
     accrued interest                                                                           (2,609)        (2,721)
     accrued liabilities                                                                        (4,450)         8,872
     accrued liabilities--affiliate                                                             (5,035)         1,957
     deferred rental income                                                                      8,482         11,172
                                                                                          ------------   ------------
           Net cash from operating activities                                                  583,503      2,617,909
                                                                                          ------------   ------------

Cash flows from (used in) investing activities:
  Purchase of equipment                                                                             --        (65,700)
  Proceeds from equipment sales                                                                 114,000     2,167,686
                                                                                          ------------   ------------
           Net cash from investing activities                                                   114,000     2,101,986
                                                                                          ------------   ------------

Cash flows used in financing activities:
  Principal payments--notes payable                                                            (329,370)     (276,981)
  Distributions paid                                                                           (330,552)   (1,224,267)
                                                                                          ------------   ------------
           Net cash used in financing activities                                               (659,922)   (1,501,248)
                                                                                          ------------   ------------

Net increase in cash and cash equivalents                                                        37,581     3,218,647

Cash and cash equivalents at beginning of period                                              1,584,360     1,173,376
                                                                                          ------------   ------------

Cash and cash equivalents at end of period                                                 $  1,621,941  $  4,392,023
                                                                                          ------------   ------------
                                                                                          ------------   ------------

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                                 $     7,196   $     45,470
                                                                                          ------------   ------------
                                                                                          ------------   ------------


    Supplemental disclosure of non-cash activity:
 
    The Partnership received $21,566 from a lessee prior to 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 nine months ended September 30, 1997, the Partnership sold 
the equipment and such funds were recognized as sales proceeds.

    The Partnership sold its interest in a vessel on September 30, 1996. The
Partnership received net sale proceeds of $944,213, a portion of which was used
to repay the outstanding principal balance of notes payable related to this
vessel of $102,818. The remainder, $841,395, was deposited into an escrow
account and transferred to the Partnership on October 3, 1996.
See also Results of Operations.

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


                                    5


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements
                              September 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 September 30, 1997 and December 31, 1996 and results of 
operations for the three and nine month periods ended September 30, 1997 and 
1996 have been made and are reflected.
 
NOTE 2 - CASH
- -------------

    At September 30, 1997, the Partnership had $1,515,000 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 
$577,091 are due as follows:


  For the year ending September 30, 1998             $ 453,296
                                    1999                76,323
                                    2000                31,648
                                    2001                15,824
                                                     ---------
                                    Total            $ 577,091
                                                     ---------
                                                     ---------

    The Partnership entered into a new 18-month lease agreement with
Transmeridian Airlines for its proportionate interest in a Boeing 727 Aircraft
at a base rent to the Partnership of $4,800 per month for 8 months and $4,200
per month for 10 months, effective April 30, 1997.

                                       6

                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                       Notes to the Financial Statements
                                  (Continued)

NOTE 4 - EQUIPMENT
- ------------------

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

                                                 REMAINING
                                                 LEASE TERM       EQUIPMENT
EQUIPMENT TYPE                                    (MONTHS)         AT COST
- ----------------                                 -------------   ------------

Construction & mining                              0-39         $    2,399,164
Aircraft                                           0-16              2,132,292
Communications                                        8              1,278,350
Retail store fixtures                              3-15              1,144,958
Materials handling                                 0-18                717,124
Motor vehicles                                       17                212,027
Computers and peripherals                            --                  5,545
                                                                --------------

                                   Total equipment cost              7,889,460

                               Accumulated depreciation             (7,426,014)
                                                                --------------
             Equipment, net of accumulated depreciation         $      463,446
                                                                --------------
                                                                --------------

    At September 30, 1997, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $2,132,292, representing
approximately 27% of total equipment cost.
 
    At September 30, 1997, the Partnership was not holding any equipment not
subject to a lease and no equipment was held for sale or re-lease. The summary
above includes equipment being leased on a month-to-month basis.
 
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 nine month
periods ended September 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                         $   32,323 $  136,077
       Administrative charges                                39,003     15,750
       Reimbursable operating expenses 
            due to third parties                            139,092    111,302
                                                          ---------    -------

                                         Total           $  210,418  $ 263,129
                                                        ----------  ----------
                                                        ----------  ----------
                                         7

                   AMERICAN INCOME PARTNERS V-C 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 September 30, 1997, the Partnership was owed $187,430 by EFG 
for such funds and the interest thereon. These funds were remitted to the 
Partnership in October 1997.

NOTE 6 - 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-C 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 nine months ended September 30, 1997 compared to the three and
- ------------------------------------------------------------------------
nine months ended September 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. 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, possibly by December 31, 1998.

RESULTS OF OPERATIONS
- ---------------------

    For the three and nine months ended September 30, 1997, the Partnership 
recognized lease revenue of $240,513 and $818,458, respectively, compared to 
$1,366,710 and $2,767,075 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. Lease revenue during the 
three and nine months ended September 30, 1996 included the receipt of 
$872,305 of lease termination rents received in connection with the sale of 
the Partnership's interest in two Boeing 727-Advanced aircraft in July 1996 
(see discussion below). 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 and nine months ended September 30, 1997, the Partnership 
sold equipment having net book values of $146 and $78,990, respectively, to 
existing lessees and third parties. These sales resulted in net gains, for 
financial statement purposes, of $2,854 and $56,576, respectively.


    For the three and nine months ended September 30, 1996, the Partnership 
sold equipment having a net book value of $2,478,497 and $2,516,783, 
respectively, to existing lessees and third parties. These sales resulted in 
net gains for financial statement purposes of $505,872 and $595,116, 
respectively. These equipment sales

                                          9


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


included the sale of the Partnership's interest in two Boeing 727-Advanced 
jet aircraft with an original cost and net book value of $7,779,992 and 
$1,238,414, respectively, which the Partnership sold to the existing lessee 
in July 1996. In connection with this aircraft sale, the Partnership realized 
sale proceeds of $2,019,055, which resulted in a net gain, for financial 
statement purposes, of $780,641. This equipment was sold prior to the 
expiration of the related lease term, resulting in the receipt by the 
Partnership of lease termination rents, described above. In addition, 
equipment sales in 1996 included the Partnership's interest in a vessel with 
an original cost and net book value of $2,782,137 and $1,230,287, 
respectively, which the Partnership sold to a third party in September 1996. 
In connection with this sale, the Partnership realized net sale proceeds of 
$944,213, which resulted in a net loss, for financial statement purposes, of 
$286,074. This equipment was sold prior to the expiration of the related 
lease term. This sale was effected in connection with a joint remarketing 
effort involving 15 individual leasing programs sponsored by EFG, consisting 
of the Partnership and 14 affiliates.

    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 for the three and nine months ended September 30, 
1997 was $124,071 and $400,895, respectively, compared to $232,101 and 
$936,326 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 $4,587 or less than 1% of lease revenue for the nine 
months ended September 30, 1997, compared to $12,313 and $42,749, or 1% and 
1.5% of lease revenue for the three and nine months ended September 30, 1996, 
respectively. The Partnership's notes payable were fully amortized during the 
first quarter of 1997.
 
    Management fees were 3.8% and 3.9% of lease revenue for the three and nine
month periods ended September 30, 1997, respectively, compared to 4.8% and 4.9%
of lease revenue for the same periods in 1996. Management fees during the nine
months ended September 30, 1996 included $7,731, 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.

                                     10


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION

    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. Significant operating expenses were incurred 
during the nine months ended September 30, 1997 and 1996 due to heavy 
maintenance and airframe overhaul costs incurred or accrued in connection 
with the Partnership's interests in two Boeing 727 aircraft. Certain of the 
costs incurred in the first quarter of 1996 were subsequently reimbursed by 
the former lessee of the related aircraft during the third quarter of 1996. 
In 1996, the Partnership entered into a new 36-month lease agreement with 
Sunworld International Airlines, Inc. to re-lease one of the aircraft. The 
second aircraft was re-leased to Transmeridian Airlines beginning April 1997 
at a base rent to the Partnership of $4,800 per month for 8 months and $4,200 
per month for 10 months. 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.

LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOW
- -----------------------------------------------------------
 
    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 $583,503 and $2,617,909 for the nine months ended September 30, 
1997 and 1996, respectively. Net cash from operating activities in 1996 
included lease termination rents of $872,305 received in connection with the 
aircraft sale discussed above. 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 expended for equipment acquisitions and cash realized from asset 
disposal transactions are reported under investing activities on the 
accompanying Statement of Cash Flows. During the nine months ended September 
30, 1997, the Partnership realized $114,000 in equipment sale proceeds 
compared to $2,167,686 for the same period in 1996. In addition, the 
Partnership received $21,566 from a lessee prior to 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 nine months ended September 30, 1997, the Partnership sold the equipment 
and such funds were recognized as equipment sale proceeds. At September 30, 
1996, cash in the amount of $841,395, representing the net sales proceeds 
resulting from the Partnership's sale of its interest in a vessel less an 
associated debt repayment, were escrowed and transferred to the Partnership 
on October 3, 1996. 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. 
During the nine months ended September 30, 1996, the

                                    11



                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION


Partnership expended  $65,700 to replace certain aircraft engines to 
facilitate the re-lease of an aircraft to Transmeridian Airlines, discussed 
above. There were no equipment acquisitions during the same period in 1997.
 
    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. The Partnership's notes payable
were fully amortized during the first quarter of 1997.

    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 nine months ended September 30, 
1997, the Partnership declared total cash distributions of Distributable Cash 
From Operations and Distributable Cash From Sales and Refinancings of 
$330,552. In accordance with the Amended and Restated Agreement and 
Certificate of Limited Partnership, the Recognized Owners were allocated 95% 
of these distributions, or $314,024, and the General Partner was allocated 
5%, or $16,528. The third quarter 1997 cash distribution was paid on October 
14, 1997.

    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-C LIMITED PARTNERSHIP

                                   FORM 10-Q

                           PART II. OTHER INFORMATION


Item 1.                     Legal Proceedings Response: Refer to Note
                            6 to the financial statements 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-C 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:   November 14, 1997
                          ---------------------------


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


                  Date:   November 14, 1997
                          ---------------------------