Exhibit 99.2 CFO

                Certification Pursuant to 18 U.S.C. Section 1350,
                    As Adopted Pursuant to Section 906 of the
                          Sarbanes - Oxley Act of 2002

     In  connection  with  the  Quarterly Report of American Income Partners V-D
Limited Partnership, a Massachusetts limited partnership (the "Partnership"), on
Form  10-Q  for  the period ended June 30, 2002 as filed with the Securities and
Exchange  Commission  on  the  date  hereof (the "Report"), the undersigned, the
Principal Financial and Accounting Officer of the Partnership's general partner,
hereby  certifies pursuant to 18 U.S.C.  1350 as adopted pursuant to Section 906
of  the  Sarbanes-Oxley  Act  of  2002  that:
(1)     the  Report  of  the  Partnership  filed  today  fully complies with the
requirements  of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934;
and
(2)     the information contained in the Report fairly presents, in all material
respects,  the financial condition and results of operations of the Partnership.

                    /s/  Michael  J.  Butterfield
                    -----------------------------
                    Michael  J.  Butterfield
                    Treasurer  of  AFG  Leasing  IV  Incorporated,
                    the  general  partner  of  the  Partnership
                    (Principal  Financial  and  Accounting  Officer)
                    August  14,  2002