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



FORM 12b-25                                              SEC File Number 0-16512
                                                         CUSIP Number           


                           NOTIFICATION OF LATE FILING


                                  (Check One):

[  ] Form 10-K  [  ] Form 11-K   [  ] Form 2-F  [XX] Form 10-Q  [  ] Form N-SAR
          
     For Period Ended: March 31, 1995
                                                                                

     Read Attached Instruction Sheet Before Preparing Form.  Please Print or 
     Type.

     Nothing in this Form shall be construed to imply that the Commission has 
     verified any information contained herein.

_____________________________________________________________________________ 
     If the notification relates to a portion of the filing checked above, 
identify the Item(s) to which the notification relates:    All Items.           
____________________________________________________________________________ 

________________________________________________________________________________
Part I - Registrant Information
________________________________________________________________________________
Full Name of Registrant

     American Income Partners III-B Limited Partnership

     Former Name, if Applicable    N/A


     98 North Washington Street                                                 
     Address of Principal Executive Office (Street and Number)

     Boston, MA  02114                                                          
     City, State and Zip 





Part II - Rules 12b-25 (b) and (c)
________________________________________________________________________________

     If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed.  (Check box, if appropriate)

     (a)    The reasons described in reasonable detail in Part III of this form 
            could not be eliminated without unreasonable effort or expense;

[XX] (b)    The subject annual report or semi-annual report/portion thereof 
            will be filed on or before the fifteenth calendar day following the
            prescribed due date; or the subject quarterly report/portion 
            thereof will be filed on or before the fifth calendar day following
            the prescribed due date; and

     (c)    The accountant's statement or other exhibit required by Rule 
            12b-25(c) has been attached if applicable.

________________________________________________________________________________
Part III - Narrative 
________________________________________________________________________________

     State below in reasonable detail the reasons why the form 10-K,11-K, 20-F, 
10-Q or N-SAR or portion thereof could not be filed within the prescribed time 
period.


     The Registrant requires additional time to prepare a complete and accurate 
accounting of the quarter ended March 31, 1995.  This is due to delays caused 
by the relocation of the office facility.  The Registrant expects to file the 
10-Q within the extension period.




                                                (Attach Extra Sheets if Needed)

______________________________________________________________________________
Part IV - Other Information 
______________________________________________________________________________

     (1)    Name and telephone number of person to contact in regard to this 
            notification 

            Gary M. Romano              617            854-5800         
                 (Name)                (Area Code)   (Telephone Number)



     (2)    Have all other periodic reports required under Section 13 or 15(d) 
            of the Securities Exchange Act of 1934 or Section 30 of the 
            Investment Company Act of 1940 during the  preceding 12 months or 
            for such shorter period that the registrant was required to file 
            such report(s) been filed?
            If the answer is no, identify report(s).

                            [X] Yes      [ ] No


     (3)    Is it anticipated that any significant change in results of 
            operations from the corresponding period for the last fiscal year 
            will be reflected by the earnings statements to be included in the 
            subject report or portion thereof?

                            [ ] Yes      [X] No


            If so:  attach an explanation of the anticipated change, both 
            narratively and quantitatively, and, if appropriate, state the 
            reasons why a reasonable estimate of the results can not be made. 





            American Income Partners III-B Limited Partnership                  
               (Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.



Date:  May 12, 1995                      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
                                              (Principal Accounting Officer)