Exhibit 23


                        CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in this Annual Report (Form
10-K) of American Income Partners V-D Limited Partnership, of our report dated
March 10, 1999, included in the 1998 Annual Report to the Partners of American
Income Partners V-D Limited Partnership.






                                                               ERNST & YOUNG LLP




Boston, Massachusetts
March 10, 1999