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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10-Q

(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
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, 1998 COMMISSION FILE NO. 0-20031

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

AMERICAN INCOME FUND I-C
a Massachusetts Limited Partnership
(Exact name of registrant as specified in its charter)

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

88 BROAD STREET, BOSTON, MA 02110
(Address of principal executive offices) (Zip Code)

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

(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 / /

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AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
FORM 10-Q
INDEX

PAGE
---------

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements

Statement of Financial Position at September 30, 1998 and December 31, 1997........................... 3

Statement of Operations for the three and nine months ended September 30, 1998 and 1997............... 4

Statement of Changes in Partners' Capital for the nine months ended September 30, 1998................ 5

Statement of Cash Flows for the nine months ended September 30, 1998 and 1997......................... 6

Notes to the Financial Statements..................................................................... 7-12

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 13-20

PART II. OTHER INFORMATION:

Items 1 - 6............................................................................................. 21

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)

SEPTEMBER 30, DECEMBER 31,
1998 1997
-------------- ------------

ASSETS
Cash and cash equivalents............................. $ 3,113,888 $ 2,519,940
Rents receivable...................................... 347,828 246,877
Accounts receivable -- affiliate...................... 102,908 296,505
Note receivable -- affiliate.......................... 459,729 459,729
Investment securities -- affiliate.................... 99,161 156,573
Equipment at cost, net of accumulated depreciation of
$8,559,112 and $8,365,735 at September 30, 1998 and
December 31, 1997, respectively...................... 7,608,004 8,463,244
-------------- ------------
Total assets...................................... $ 11,731,518 $ 12,142,868
-------------- ------------
-------------- ------------

LIABILITIES AND PARTNERS' CAPITAL
Notes payable......................................... $ 3,710,101 $ 4,401,753
Accrued interest...................................... 28,789 30,468
Accrued liabilities................................... 275,500 9,200
Accrued liabilities -- affiliate...................... 19,035 28,925
Deferred rental income................................ 56,929 25,384
Cash distributions payable to partners................ 158,577 158,577
-------------- ------------
Total liabilities................................. 4,248,931 4,654,307
-------------- ------------
Partners' capital (deficit):
General Partner..................................... (508,410) (508,111)
Limited Partnership Interests
(803,454.56 Units; initial purchase price of $25
each)............................................. 7,990,997 7,996,672
-------------- ------------
Total partners' capital........................... 7,482,587 7,488,561
-------------- ------------
Total liabilities and partners' capital........... $ 11,731,518 $ 12,142,868
-------------- ------------
-------------- ------------

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

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)

THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1998 1997 1998 1997
--------- ----------- ----------- -----------

Income:
Lease revenue..................... $ 646,115 $ 989,660 $ 1,906,184 $ 3,250,664
Interest income................... 40,504 20,340 112,315 45,957
Interest income -- affiliate...... 11,214 -- 34,385 --
Gain on sale of equipment......... 45,333 611,574 87,608 655,287
Loss on exchange of equipment..... -- -- -- (378,324)
--------- ----------- ----------- -----------
Total income.................... 743,166 1,621,574 2,140,492 3,573,584
--------- ----------- ----------- -----------
Expenses:
Depreciation...................... 252,049 445,432 844,777 1,708,872
Interest expense.................. 77,488 97,647 247,268 294,645
Equipment management fees --
affiliate....................... 29,471 45,600 87,444 128,958
Operating expenses -- affiliate... 53,500 90,355 433,835 174,833
--------- ----------- ----------- -----------
Total expenses.................. 412,508 679,034 1,613,324 2,307,308
--------- ----------- ----------- -----------
Net income.......................... $ 330,658 $ 942,540 $ 527,168 $ 1,266,276
--------- ----------- ----------- -----------
--------- ----------- ----------- -----------
Net income per limited partnership
unit............................... $ 0.39 $ 1.11 $ 0.62 $ 1.50
--------- ----------- ----------- -----------
--------- ----------- ----------- -----------
Cash distributions declared per
limited partnership unit........... $ 0.18 $ 0.25 $ 0.56 $ 0.75
--------- ----------- ----------- -----------
--------- ----------- ----------- -----------

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

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)

GENERAL
PARTNER LIMITED PARTNERS
AMOUNT UNITS AMOUNT TOTAL
---------- ------------ ----------- -----------

Balance at December 31, 1997.......................... $ (508,111) 803,454.56 $ 7,996,672 $ 7,488,561
Net income............................................ 26,358 -- 500,810 527,168
Unrealized loss on investment
securities -- affiliate.............................. (2,871) -- (54,541) (57,412)
---------- ------------ ----------- -----------
Comprehensive income.................................. 23,487 -- 446,269 469,756
---------- ------------ ----------- -----------
Cash distributions declared........................... (23,786) -- (451,944) (475,730)
---------- ------------ ----------- -----------
Balance at September 30, 1998......................... $ (508,410) 803,454.56 $ 7,990,997 $ 7,482,587
---------- ------------ ----------- -----------
---------- ------------ ----------- -----------

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

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)

1998 1997
----------- -----------

Cash flows from (used in) operating activities:
Net income............................................ $ 527,168 $ 1,266,276
Adjustments to reconcile net income to net cash from
operating activities:
Depreciation........................................ 844,777 1,708,872
Gain on sale of equipment........................... (87,608) (655,287)
Loss on exchange of equipment....................... -- 378,324
Changes in assets and liabilities
Decrease (increase) in:
rents receivable.................................. (100,951) 199,619
accounts receivable - affiliate................... 193,597 (1,083,007)
Increase (decrease) in:
accrued interest.................................. (1,679) (42,105)
accrued liabilities............................... 266,300 (250)
accrued liabilities -- affiliate.................. (9,890) (1,189)
deferred rental income............................ 31,545 (68,350)
----------- -----------
Net cash from operating activities.............. 1,663,259 1,702,903
----------- -----------
Cash flows from investing activities:
Proceeds from equipment sales....................... 98,071 980,594
----------- -----------
Net cash from investing activities.............. 98,071 980,594
----------- -----------
Cash flows used in financing activities:
Principal payments -- notes payable................. (691,652) (1,886,757)
Distributions paid.................................. (475,730) (634,306)
----------- -----------
Net cash used in financing activities............. (1,167,382) (2,521,063)
----------- -----------
Net increase in cash and cash equivalents............. 593,948 162,434
Cash and cash equivalents at beginning of period...... 2,519,940 1,187,478
----------- -----------
Cash and cash equivalents at end of period............ $ 3,113,888 $ 1,349,912
----------- -----------
----------- -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest............ $ 248,947 $ 336,750
----------- -----------
----------- -----------
Supplemental disclosure of non-cash investing and
financing activities:
See Note 5 to the financial statements.

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

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(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 1997 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1997 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, 1998 and December 31, 1997 and results of operations
for the three and nine month periods ended September 30, 1998 and 1997 have been
made and are reflected.

As of January 1, 1998, the Company adopted Statement 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
the display of comprehensive income and its components; however, the adoption of
this statement had no impact on the Partnership's net income or partners'
capital. Statement 130 requires unrealized gains or losses on the Partnership's
available-for-sale securities, which prior to adoption were reported separately
in partners' capital to be included in comprehensive income. During the nine
months ended September 30, 1998, total comprehensive income amounted to
$469,756.

Certain reclassifications have been made to the financial statements for the
nine months ended September 30, 1997 to conform to the 1997 Annual Report
presentation.

NOTE 2 -- CASH

At September 30, 1998, the Partnership had $2,887,614 invested in federal
agency discount notes and in reverse repurchase agreements secured by U.S.
Treasury Bills or interest in U.S. Government securities.

NOTE 3 -- REVENUE RECOGNITION

Rents are payable to the Partnership monthly, quarterly or semi-annually 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
$4,376,112 are due as follows:

For the year ending September 30, 1999 $1,505,340
2000 912,189
2001 761,554
2002 761,554
2003 435,475
----------
Total $4,376,112
----------
----------

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS 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, 1998. Remaining Lease Term (Months), as used below, represents the
number of months remaining from September 30, 1998 under contracted lease terms
and is presented as a range when more than one lease agreement is contained in
the stated equipment category. A Remaining Lease Term equal to zero reflects
equipment either held for sale or re-lease or being leased on a month-to-month
basis. In the opinion of 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
------------------------------------------------------ ---------- ------------

Aircraft.............................................. 10-51 $ 8,318,862
Materials handling.................................... 0-12 3,376,230
Trailers/intermodal containers........................ 51-57 1,978,002
Tractors & heavy duty trucks.......................... 0 1,210,962
Retail store fixtures................................. 6 517,488
Construction & mining................................. 0 426,263
Motor vehicles........................................ 0 252,622
Communications........................................ 0 51,469
Manufacturing......................................... 0 35,218
------------
Total equipment cost 16,167,116
Accumulated depreciation (8,559,112)
------------
Equipment, net of accumulated depreciation $ 7,608,004
------------
------------

At September 30, 1998, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $10,814,348, representing
approximately 67% of total equipment cost.

The summary above includes equipment held for sale or release with a cost of
approximately $70,000 and which had been fully depreciated at September 30,
1998. The General Partner is actively seeking the sale or re-lease of all
equipment not on lease. The summary above also includes equipment being leased
on a month-to-month basis.

NOTE 5 -- INVESTMENT SECURITIES -- AFFILIATE/NOTE RECEIVABLE -- AFFILIATE

On April 30, 1997, the vessel partnerships, in which the Partnership and
certain affiliated investment programs are limited partners and through which
the Partnership and the affiliated investment programs shared economic interests
in three cargo vessels (the "Vessels") leased by Gearbulk Shipowning Ltd
(formerly Kristian Gerhard Jebsen Skipsrederi A/S) (the "Lessee"), exchanged
their ownership interests in the Vessels for aggregate consideration of
$11,565,375, consisting of 1,987,000 newly issued shares (at $1.50 per share) of
common stock in Semele Group, Inc. ("Semele") (formerly Banyan Strategic Land
Fund II), a purchase money note of $8,219,500 (the "Note") and cash of $365,375.
Semele is a Delaware corporation organized on April 14, 1987 and has its common
stock listed on NASDAQ. At the date of the exchange transaction, the common
stock of Semele had a net book value of approximately $1.50 per share and

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)

closing market value of $1.00 per share. Semele has one principal real estate
asset consisting of an undeveloped 274 acre parcel of land near Malibu,
California ("Rancho Malibu").

The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Semele and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Semele or by any other party that otherwise would not have
been paid to EFG had the Partnership sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and delivery
of a $4,419,500 note from Semele (the "Semele Note").

As a result of the exchange transaction and its original 33.85% beneficial
ownership interest in Dove Arrow, one of the three Vessels, the Partnership
received $430,187 in cash and became the beneficial owner of 208,764 shares of
Semele common stock (valued at $313,146 ($1.50 per share) at the time of the
exchange transaction) and received a beneficial interest in the Semele Note of
$459,729. The Semele Note bears an annual interest rate of 10% and will be
amortized over three years with mandatory principal reductions, if and to the
extent that net proceeds are received by Semele from the sale or refinancing of
Rancho Malibu. The Partnership recognized interest income of $34,385 related to
the Semele Note during the nine months ended September 30, 1998. The
Partnership's interest in the vessel had an original cost and net book value of
$2,605,381 and $1,180,755, respectively. The proceeds realized by the
Partnership of $802,431 resulted in a net loss, for financial statement
purposes, of $378,324. In addition, as this vessel was disposed of prior to the
expiration of the related lease term, the Partnership received a prepayment of
the remaining contracted rent due under the vessel's lease agreement of
$400,631.

Cash equal to the amount of the Semele Note was held in escrow for the
benefit of Semele in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Semele sought
consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Semele's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Semele,
which services EFG will provide at cost. On October 21, 1997, such Consent was
obtained from Semele's shareholders. The Consent also allowed for (i) the
election of a new Board of Directors nominated by EFG for terms of up to three
years and an increase in size of the Board to as many as nine members, provided
a majority of the Board shall consist of members independent of Semele, EFG or
any affiliate; and (ii) an amendment extending Semele's life to perpetual and
changing its name from Banyan Strategic Land Fund II. Contemporaneously with the
Consent being obtained, Semele declared a $0.20 per share dividend to be paid on
all shares, including those beneficially owned by the Partnership. A dividend of
$41,752 was paid to the Partnership on November 17, 1997. This dividend
represented a return of equity to the Partnership, which proportionately reduced
the Partnership's investment in Semele. Subsequent to the exchange transaction,
Gary D. Engle, President and Chief Executive Officer of EFG, was elected to the
Board of Directors and appointed Chief Executive Officer of Semele and James A.
Coyne, Executive Vice President of EFG was appointed Semele's President and
Chief Operating Officer, and elected to the Board of Directors.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)

common stock owned by the Partnership to 20,876 shares. During the nine months
ended September 30, 1998, the Partnership decreased the carrying value of its
investment in Semele common stock to $4.75 per share (the quoted price of the
Semele stock on NASDAQ at September 30, 1998) resulting in an unrealized loss in
1998 of $57,412. This loss was reported as a component of comprehensive income,
included in partners' capital.

NOTE 6 -- 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 the nine month periods ended
September 30, 1998 and 1997 which were paid or accrued by the Partnership to EFG
or its Affiliates, are as follows:

1998 1997
-------- --------

Equipment management fees................................... $ 87,444 $128,958
Administrative charges...................................... 51,039 46,857
Reimbursable operating expenses due to third parties........ 382,796 127,976
-------- --------
Total................................................... $521,279 $303,791
-------- --------
-------- --------

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, 1998, the Partnership was owed $102,908 by EFG for such funds
and the interest thereon. These funds were remitted to the Partnership in
October 1998.

NOTE 7 -- NOTES PAYABLE

Notes payable at September 30, 1998 consisted of installment notes of
$3,710,101 payable to banks and institutional lenders. The installment notes
bear interest rates ranging between 8.65% and 8.89%, except one note which bears
a fluctuating interest rate based on LIBOR (5.59% at September 30, 1998) plus a
margin. All of the installment notes are non-recourse and are collateralized by
the equipment and assignment of the related lease payments. Generally, the
installment notes will be fully amortized by noncancellable rents. However, the
Partnership has balloon payment obligations at the expiration of the respective
primary lease terms related to aircraft leased by Finnair OY and Reno Air, Inc.
of $1,127,840 and $679,276, respectively. The carrying value of notes payable
approximates fair value at September 30, 1998.

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

For the year ending September 30, 1999 $1,979,071
2000 381,241
2001 302,148
2002 326,757
2003 720,884
----------
Total $3,710,101
----------
----------

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)

NOTE 8 -- LEGAL PROCEEDINGS

On or about January 15, 1998, certain plaintiffs (the "Plaintiffs") filed a
class and derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the United States District Court
for the Southern District of Florida (the "Court") on behalf of a proposed class
of investors in 28 equipment leasing programs sponsored by EFG, including the
Partnership (collectively, the "Nominal Defendants"), against EFG and a number
of its affiliates, including the General Partner, as defendants (collectively,
the "Defendants"). Certain of the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the Superior Court of the
Commonwealth of Massachusetts on behalf of the Nominal Defendants against the
Defendants. Both actions are referred to herein collectively as the "Class
Action Lawsuit."

The Plaintiffs have asserted, among other things, claims against the
Defendants on behalf of the Nominal Defendants for violations of the Securities
Exchange Act of 1934, common law fraud, breach of contract, breach of fiduciary
duty, and violations of the partnership or trust agreements that govern each of
the Nominal Defendants. The Defendants have denied, and continue to deny, that
any of them have committed or threatened to commit any violations of law or
breached any fiduciary duties to the Plaintiffs or the Nominal Defendants.

On July 16, 1998, counsel for the Defendants and the Plaintiffs executed a
Stipulation of Settlement setting forth the terms pursuant to which a settlement
of the Class Action Lawsuit is intended to be achieved and which, among other
things, is expected to reduce the burdens and expenses attendant to continuing
litigation. The Stipulation of Settlement was based upon and supersedes a
Memorandum of Understanding between the parties dated March 9, 1998 which
outlined the terms of a possible settlement. The Stipulation of Settlement was
filed with the Court on July 23, 1998. On August 20, 1998, the Court issued its
"Order Preliminarily Approving Settlement, Conditionally Certifying Settlement
Class and Providing for Notice of, and Hearing on, the Proposed Settlement" (the
"August 20 Order"). The Court's August 20 Order enjoined certain class members,
including all of the partners of the Partnership, from transferring, selling,
assigning, giving, pledging, hypothesizing, or otherwise disposing of any Units
pending the Court's final determination of whether the settlement should be
approved. Similarly, the August 20 Order enjoined the General Partner of the
Partnership (and the general partners of certain affiliated partnerships) from,
among other things, recording any such transfers.

The Stipulation of Settlement, as preliminarily approved by the Court,
contemplates various changes that, if effected, would alter the future
operations of the Nominal Defendants. With respect to the Partnership and 10
affiliated partnerships (hereafter referred to as the "Exchange Partnerships"),
the Stipulation of Settlement provides for the restructuring of their respective
business operations into a single successor company whose securities would be
listed and traded on a national securities exchange. The partners of the
Exchange Partnerships would receive both common stock in the new company and a
cash distribution in exchange for their existing partnership interests. Such a
transaction would, among other things, allow for the consolidation of the
Partnership's operating expenses with other similarly organized equipment
leasing programs. The Stipulation of Settlement prescribes certain conditions
necessary to effecting the settlement, including providing the partners of the
Exchange Partnerships with the opportunity to object to the participation of
their partnership in the restructuring.

A preliminary Solicitation Statement, describing, among other things, the
various terms of settlement, was filed with the Securities and Exchange
Commission on August 25, 1998. Upon completion of the

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)

review process, a definitive Solicitation Statement will be distributed to all
of the partners of the Exchange Partnerships to enable them to vote on the
restructuring. Prior to the settlement becoming final, the Court will hold a
hearing on the settlement that will be open to all interested parties. The Court
has scheduled a hearing date for December 11, 1998. Currently, it is anticipated
that a request for extension will be filed with the Court to permit sufficient
time to complete the regulatory review process and print and mail the definitive
Solicitation Statement. Class members will be notified of the final hearing date
in advance.

There can be no assurance that the outcome of the voting by the partners of
the Exchange Partnerships, including the Partnership, will result in all or any
of the Exchange Partnerships, including the Partnership, being included in the
proposed restructuring. There also can be no assurance that a settlement,
including the restructuring, will be approved by the Court and effected. The
General Partner and its affiliates, in consultation with counsel, concur that
there is a reasonable basis to believe that a final settlement will be achieved.
However, in the absence of a final settlement approved by the Court, the
Defendants intend to defend vigorously against the claims asserted in the Class
Action Lawsuit. The General Partner and its affiliates cannot predict with any
degree of certainty the ultimate outcome of such litigation.

On July 27, 1995, EFG, on behalf of the Partnership and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Partnership, National
Steel Corporation ("National Steel"), under a certain Master Lease Agreement
("MLA") for the lease of certain equipment. EFG is seeking the reimbursement by
National Steel of certain sales and/or use taxes paid to the State of Illinois
and other remedies provided by the MLA. On August 30, 1995, National Steel filed
a Notice of Removal which removed the case to the United States District Court,
District of Massachusetts. On September 7, 1995, National Steel filed its Answer
to EFG's Complaint along with Affirmative Defenses and Counterclaims, seeking
declaratory relief and alleging breach of contract, implied covenant of good
faith and fair dealing and specific performance. EFG filed its Answer to these
counterclaims on September 29, 1995. Though the parties discussed settlement
with respect to this matter for some time, the negotiations were unsuccessful.
Notwithstanding these discussions, EFG filed an Amended and Supplemental
Complaint alleging further default under the MLA and filed a motion for Summary
Judgment on all claims and counterclaims. The Court held a hearing on EFG's
motion in December 1997 and the Court recently entered a decision dismissing
certain of National Steel's counterclaims and finding in favor of EFG on certain
issues and in favor of National Steel on other issues. The parties have since
resumed settlement discussions. The Partnership does not anticipate that it will
experience any material losses as a result of this action.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS 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 of American Income Fund I-C, a
Massachusetts Limited Partnership (the "Partnership") 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
outcome of the Class Action Lawsuit described in Note 8 to the accompanying
financial statements, and the ability of Equis Financial Group Limited
Partnership (formerly American Finance Group), a Massachusetts limited
partnership ("EFG") to collect all rents due under the attendant lease
agreements and successfully remarket the Partnership's equipment upon the
expiration of such leases.

YEAR 2000 ISSUE

The Year 2000 Issue generally refers to the capacity of computer programming
logic to correctly identify the calendar year. Many companies utilize computer
programs or hardware with date sensitive software or embedded chips that could
interpret dates ending in "00" as the year 1900 rather than the year 2000. In
certain cases, such errors could result in system failures or miscalculations
that disrupt the operations of the affected businesses. The Partnership uses
information systems provided by EFG and has no information systems of its own.
EFG has adopted a plan to address the Year 2000 Issue that consists of four
phases: assessment, remediation, testing, and implementation and has elected to
utilize principally internal resources to perform all phases. Presently, EFG
anticipates completing its Year 2000 project by December 31, 1998 at a di
minimus cost to the Partnership. Aggregate costs for the entire project are
anticipated to be less than $50,000, all of which will have been expensed as
incurred.

EFG's primary information software was coded by IBM at the point of original
design to use a four-digit field to identify calendar year. All of the
Partnership's lease billings, cash receipts and equipment remarketing processes
are performed using this proprietary software. In addition, EFG has gathered
information about the Year 2000 readiness of significant vendors and third party
servicers and continues to monitor developments in this area. All of EFG's
peripheral computer technologies, such as its network operating system and
third-party software applications, including payroll, depreciation processing,
and electronic banking, have been evaluated for potential programming changes
and are expected to require only minor modifications to function properly with
respect to dates in the year 2000 and thereafter. Moreover, EFG understands that
each of its and the Partnership's significant vendors and third-party servicers
are in the process, or have completed the process, of making their systems Year
2000 compliant. Substantially all parties queried have indicated that their
systems will be Year 2000 compliant by the end of 1998. Presently, EFG is not
aware of any outside customer with a Year 2000 Issue that would have a material
effect on the Partnership's results of operations, liquidity, or financial
position. However, non-compliance on the part of a lessee could, under a worse
case scenario, result in lost revenues to the Partnership.

EFG believes that its Year 2000 compliance plan will be effective in
resolving all material Year 2000 risks in a timely manner and that the Year 2000
Issue will not pose significant operational problems with respect to its
computer systems or result in a system failure or disruption of its or the
Partnership's business operations. However, EFG has no means of ensuring that
all customers, vendors and third-party

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

servicers will conform ultimately to Year 2000 standards. The effect of this
risk to the Partnership is not determinable.

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1997

OVERVIEW

The Partnership was organized in 1991 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The value of the Partnership's equipment
portfolio decreases over time due to depreciation resulting from age and usage
of the equipment, as well as technological changes and other market factors. In
addition, the Partnership does not replace equipment as it is sold; therefore,
its aggregate investment value in equipment declines from asset disposals
occurring in the normal course. The Partnership's stated investment objectives
and policies contemplated that the Partnership would wind-up its operations
within approximately seven years of its inception. Presently, the Partnership is
a Nominal Defendant in a Class Action Lawsuit. The outcome of the Class Action
Lawsuit could alter the nature of the Partnership's organization and its future
business operations. See Note 8 to the accompanying financial statements.

RESULTS OF OPERATIONS

For the three and nine months ended September 30, 1998, the Partnership
recognized lease revenue of $646,115 and $1,906,184, respectively, compared to
$989,660 and $3,250,664 for the same periods in 1997. The decrease in lease
revenue from 1997 to 1998 reflects the effects of primary lease term
expirations, the sale of equipment and the exchange, in the second quarter of
1997, of the Partnership's interest in a vessel for consideration consisting of
newly issued shares of common stock in Semele Group, Inc. (formerly Banyan
Strategic Land Fund II) ("Semele"), a note receivable from Semele and cash (see
Note 5 to the financial statements herein). During the nine months ended
September 30, 1997, the Partnership recognized lease revenue of $534,796 related
to this vessel. In the future, lease revenue will continue to decline due to
primary and renewal lease term expirations and the sale of equipment.

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, 1998, the Partnership
earned interest income of $51,718 and $146,700, respectively, compared to
$20,340 and $45,957 for the same periods in 1997. Interest income during the
three and nine months ended September 30, 1998 included $11,214 and $34,385,
respectively, earned on the note receivable from Semele. Interest income is
typically generated from temporary investment of rental receipts and equipment
sales proceeds in short-term instruments. The amount of future interest income
is expected to fluctuate in relation to prevailing interest rates, the
collection of lease revenue, and the proceeds from equipment sales.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

During the three and nine months ended September 30, 1998, the Partnership
sold equipment having a net book value of $2,784 and $10,463, respectively, to
existing lessees and third parties. These sales resulted in a net gain, for
financial statement purposes, of $45,333 and $87,608, respectively, compared to
a net gain for the same periods in 1997 of $611,574 and $655,287 on equipment
having a net book value of $246,378 and $295,751, respectively. During the nine
months ended September 30, 1997, the Partnership also exchanged its interest in
a vessel with an original cost and net book value of $2,605,381 and $1,180,755,
respectively. In connection with this exchange, the Partnership realized
proceeds of $802,431, which resulted in a net loss, for financial statement
purposes, of $378,324. In addition, as this vessel was disposed of prior to the
expiration of the related lease term, the Partnership received prepayment of the
remaining contracted rent due under the vessel's lease agreement in the amount
of $400,631. See below for further discussion related to the vessel.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

Directors nominated by EFG for terms of up to three years and an increase in
size of the Board to as many as nine members, provided a majority of the Board
shall consist of members independent of Semele, EFG or any affiliate; and (ii)
an amendment extending Semele's life to perpetual and changing its name from
Banyan Strategic Land Fund II. Contemporaneously with the Consent being
obtained, Semele declared a $0.20 per share dividend to be paid on all shares,
including those beneficially owned by the Partnership. A dividend of $41,752 was
paid to the Partnership on November 17, 1997. This dividend represented a return
of equity to the Partnership, which proportionately reduced the Partnership's
investment in Semele. Subsequent to the exchange transaction, Gary D. Engle,
President and Chief Executive Officer of EFG, was elected to the Board of
Directors and appointed Chief Executive Officer of Semele and James A. Coyne,
Executive Vice President of EFG was appointed Semele's President and Chief
Operating Officer, and elected to the Board of Directors.

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, 1998
was $252,049 and $844,777, respectively, compared to $445,432 and $1,708,872 for
the same periods in 1997. 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 at the date of primary lease expiration on a straight-line
basis over such term. For the purposes of this policy, estimated residual values
represent estimates of equipment values at the date of primary lease expiration.
To the extent that equipment 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 $77,488 and $247,268, for the three and nine months
ended September 30, 1998, respectively, compared to $97,647 and $294,645 for the
same periods in 1997. Interest expense in future periods will continue to
decline in amount as the principal balance of notes payable is reduced through
the application of rent receipts to outstanding debt.

Management fees were approximately 5% of lease revenue for each of the three
and nine months ended September 30, 1998, respectively, compared to 4.6% and 4%
of lease revenue for the same periods

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

in 1997. 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 $53,500 and $433,835 for the three and nine
months ended September 30, 1998, respectively, compared to $90,355 and $174,833
for the same periods in 1997. During the nine months ended September 30, 1998,
the Partnership incurred or accrued approximately $273,000 for certain legal and
administrative expenses related to the Class Action Lawsuit described in Note 8
to the financial statements. 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 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 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 $1,663,259 and $1,702,903 for the nine months
ended September 30, 1998 and 1997, 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 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. For the nine months
ended September 30, 1998, the Partnership realized net cash proceeds of $98,071
compared to $980,594 for the same period in 1997. 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's capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of income and expense items for income tax purposes in comparison to financial
reporting purposes (generally referred to as permanent or timing differences;
see Note 7 to the financial statements presented in the Partnership's 1997
Annual Report). For instance, selling commissions, organization and offering
costs pertaining to syndication of the Partnership's limited partnership units
are not deductible for federal income tax purposes but are recorded as a
reduction of partners' capital for financial reporting purposes. Therefore, such
differences are permanent differences

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

between capital accounts for financial reporting and federal income tax
purposes. Other differences between the bases of capital accounts for federal
income tax and financial reporting purposes occur due to timing differences.
Such items consist of the cumulative difference between income or loss for tax
purposes and financial statement income or loss, the difference between
distributions (declared vs. paid) for income tax and financial reporting
purposes, and the treatment of unrealized gains or losses on investment
securities, if any, for book and tax purposes. The principal component of the
cumulative difference between financial statement income or loss and tax income
or loss results from different depreciation policies for book and tax purposes.

For financial reporting purposes, the General Partner has accumulated a
capital deficit at September 30, 1998. This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of $1,000 and its allocation of financial statement net income or loss.
Ultimately, the existence of a capital deficit for the General Partner for
financial reporting purposes is not indicative of any further capital
obligations to the Partnership by the General Partner. The Amended and Restated
Agreement and Certificate of Limited Partnership requires that upon the
dissolution of the Partnership, the General Partner will be required to
contribute to the Partnership an amount equal to any negative balance which may
exist in the General Partner's tax capital account. At December 31, 1997, the
General Partner had a positive tax capital account balance. At September 30,
1998, the Partnership had aggregate future minimum lease payments of $4,376,112
from contractual lease agreements (see Note 3 to the financial statements), a
portion of which will be used to amortize the principal balance of notes payable
of $3,710,101 (see Note 7 to the financial statements). At the expiration of the
individual primary and renewal lease terms underlying the Partnership's future
minimum lease payments, the Partnership will sell the equipment or enter
re-lease or renewal agreements when considered advantageous by the General
Partner and EFG. Such future remarketing activities will result in the
realization of additional cash inflows in the form of equipment sale proceeds or
rents from renewals and re-leases, the timing and extent of which cannot be
predicted with certainty. This is because the timing and extent of remarketing
events is often dependent upon the needs and interests of the existing lessees.
Some lessees may choose to renew their lease contracts, while others may elect
to return the equipment. In the latter instances, the equipment could be
re-leased to another lessee or sold to a third party. Accordingly, as the terms
of the currently existing contractual lease agreements expire, the cash flows of
the Partnership will become less predictable. In addition, the Partnership will
have cash outflows to satisfy interest on indebtedness and to pay management
fees and operating expenses. The Partnership may also be required to expend
funds to refurbish or otherwise improve the equipment being remarketed in order
to make it more desirable to a potential lessee or purchaser. Ultimately, the
Partnership is expected to meet its future disbursement obligations and to
distribute any excess of cash inflows over cash outflows to the Partners in
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership. However, several factors, including month-to-month lease
extensions, lessee defaults, equipment casualty events, and early lease
terminations could alter the timing and amount of the Partnership's anticipated
cash flows as described herein and in the accompanying financial statements and
result in fluctuations to the Partnership's periodic cash distribution payments.
Further, the outcome of the Class Action Lawsuit described above could effect
the ability of the Partnership to collect all of its contracted future minimum
lease payments and remarketing proceeds, as well as the amount and timing of
future cash distributions to the Partners.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

As a result of the exchange transaction (see Results of Operations) the
Partnership holds a beneficial interest in the Semele Note of $459,729 and
became the beneficial owner of 208,764 shares of Semele common stock valued at
$313,146 ($1.50 per share) at the date of the transaction.

In accordance with the Financial Accounting Standard Board's Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities,
marketable equity securities classified as available-for-sale are required to be
carried at fair value. On June 30, 1998, Semele effected a 1-for-300 reverse
stock split followed by a 30-for-1 forward stock split resulting in a reduction
of the number of shares of Semele common stock owned by the Partnership to
20,876 shares. During the nine months ended September 30, 1998, the Partnership
decreased the carrying value of its investment in Semele common stock to $4.75
per share (the quoted price of the Semele stock on NASDAQ at September 30, 1998)
resulting in an unrealized loss in 1998 of $57,412. This loss was reported as a
component of comprehensive income, included in partners' capital. The General
Partner believes that the underlying tangible assets of Semele, particularly the
Rancho Malibu property, can be sold or developed on a tax free basis due to
Semele's net operating loss carryforwards and can provide an attractive economic
return to the Partnership.

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 future periods, the amount of cash used to repay
debt obligations is scheduled to decline as the principal balance of notes
payable is reduced through the collection and application of rents. In addition,
the Partnership has balloon payment obligations at the expiration of the
respective primary lease terms related to its interests in aircraft leased to
Finnair OY and Reno Air, Inc. of $1,127,840 and $679,276, respectively.

Cash distributions to the General and Limited Partners 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, 1998, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $475,730. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Limited Partners were allocated 95% of these distributions, or $451,944, and the
General Partner was allocated 5%, or $23,786. The third quarter 1998 cash
distribution was paid on October 15, 1998.

Cash distributions paid to the Limited Partners 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,
as well as the outcome of the Class Action Lawsuit described in Note 8 to the
accompanying financial statements. The General Partner anticipates that cash
proceeds resulting from the collection of contractual rents and the outcome

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP

FORM 10-Q

PART I. FINANCIAL INFORMATION

of residual activities 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 quarterly cash distributions are anticipated.

AMERICAN INCOME FUND I-C,
A MASSACHUSETTS LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION

Item 1. Legal Proceedings
Response:

Refer to Note 8 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

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 FUND I-C, A MASSACHUSETTS LIMITED PARTNERSHIP

By: AFG Leasing VI Incorporated, a Massachusetts
corporation and the General Partner of
the Registrant.

By: /s/ MICHAEL J. BUTTERFIELD
------------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)

Date: November 13, 1998
------------------------------------------

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

Date: November 13, 1998
------------------------------------------