10-Q/A

                                   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 [FEE REQUIRED]

For the quarterly period ended      September 30, 1994                         

                                        OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                          to                    

                                                        


For Quarter Ended September 30, 1994           Commission File No. 0-16512


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

Massachusetts                                         04-2968859             
(State or other jurisdiction of                    (IRS Employer
 incorporation or organization)                    Identification No.)

Exchange Place, 14th Floor, Boston, MA                02109                  
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code     (617) 542-1200        


_____________________________________________________________________________
 (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 III-B LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART II.   OTHER INFORMATION




     Item 1.               Legal Proceedings
                           Response:  
                           
                           Refer to Note 7 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: 

                           Exhibit 27 - Financial Data Schedule.

     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 PARTNERS III-B LIMITED PARTNERSHIP


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


          By:  /s/ Gary M. Romano                        
               Gary M. Romano
               Vice President and Controller
               (Duly Authorized Officer and 
                Principal Accounting Officer)



          Date:    January 3, 1995                       


 

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

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<PERIOD-TYPE>                   YEAR                   QTR-3
<FISCAL-YEAR-END>                          DEC-31-1993             DEC-31-1994
<PERIOD-END>                               DEC-31-1993             SEP-30-1994
<CASH>                                         1870476                 1230353
<SECURITIES>                                         0                       0
<RECEIVABLES>                                   478536                  387321
<ALLOWANCES>                                    113000                   60000
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                               2236012                 1557674
<PP&E>                                        18020996                16320739
<DEPRECIATION>                                11753129                10910014
<TOTAL-ASSETS>                                 8503879                 6968399
<CURRENT-LIABILITIES>                           719470                  683901
<BONDS>                                         591954                  237226
<COMMON>                                             0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<OTHER-SE>                                     7192455                 6047272
<TOTAL-LIABILITY-AND-EQUITY>                   8503879                 6968399
<SALES>                                              0                       0
<TOTAL-REVENUES>                               2652999                 1666809
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                               2206888                 1082132
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               58308                   21783
<INCOME-PRETAX>                                      0                       0
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                             387803                  562894
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                    387803                  562894
<EPS-PRIMARY>                                        0                       0
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