8-K

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

                    _________________________________________

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (date of earliest event reported):  September 26, 2002

                        Commission File Number:  0-19135


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



     Massachusetts     04-3090151
(State  of  jurisdiction     (I.R.S.  Employer
    of  Incorporation)     Identification  No.)


                               1050 Waltham Street
                               Lexington, MA 02421
               (Address of Principal Executive Offices) (Zip Code)

     Registrant's  telephone  number,  including  area  code:  (781)  676-0009


ITEM  5.     Other  Events.
- --------

     On  September  26,  2002,  American Income Partners V-D Limited Partnership
(the "Partnership") completed its liquidation and dissolution pursuant to a Plan
of  Liquidation  and  Dissolution  (the "Plan"), adopted as of July 18, 2002, in
accordance  with  the terms of the settlement of the class and derivative action
lawsuit  entitled  Leonard  Rosenblum,  et  al. v. Equis Financial Group Limited
                   -------------------------------------------------------------
Partnership,  et  al.  involving  the  Partnership  as  a  nominal defendant and
    ----------------
directing the implementation of the settlement, the Final Judgment and Order for
    ---
which  was  docketed on June 18, 2002 and the appeal period for which expired on
July  18,  2002  (the  "Order").

     The  Partnership  entered  into  a  Liquidating  Trust  Agreement  (the
"Liquidating  Trust  Agreement")  with  Wilmington  Trust  Company  ("Wilmington
Trust"),  as  trustee  of  the  American Income Partners V-D Limited Partnership
Liquidating  Trust  (the  "Liquidating  Trust").  As  of  July  18,  2002,  each
unitholder  of  the  Partnership  received a pro rata beneficial interest in the
Liquidating  Trust  in  exchange  for  such  holder's  Partnership  units.

     In  accordance with the Order, the Plan and the Liquidating Trust Agreement
the  Partnership has transferred all of its cash, non-cash assets and all of its
liabilities  to  the  Liquidating Trust, including $683,294 in cash as a reserve
for  contingent  liabilities  of  the Partnership and the Liquidating Trust.  On
August  16,  2002, the Partnership distributed a total of $628,363.91 in cash to
the  General  Partner  and  its unit holders of record as of August 8, 2002.  On
September 26, 2002, the Partnership filed a Certificate of Cancellation with the
Secretary  of  State  of  The  Commonwealth  of  Massachusetts.

Item  7.     Financial  Statements  and  Exhibits.
- --------

     (c)  Exhibits

     2.17     Plan  of  Liquidation  and  Dissolution
     2.18     Final  Judgment  and  Order
     2.19     Liquidating  Trust  Agreement
     2.20     Certificate  of  Cancellation


SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

American  Income  Partners  V-D  Limited  Partnership


By:  /s/  Wayne  Engle________
   -------------------
Wayne  Engle
Vice  President

Date:     September  30,  2002


                                  Exhibit Index
                                  -------------

Exhibit 2.17     Plan of Liquidation and Dissolution:  Incorporated by reference
to  Exhibit  2.15  to  a  report on Form 10-Q for the Partnership filed with the
Commission  on  August  14,  2002
     [File  #000-18365,  Film  #02736193]

Exhibit 2.18     Final Judgment and Order:  Incorporated by reference to Exhibit
2.12  to  a  report on Form 8-K for the Partnership filed with the Commission on
July  24,  2002
     [File  #000-18365,  Film  #02709880]

Exhibit  2.19     Liquidating  Trust  Agreement:  Incorporated  by  reference to
Exhibit  2.16  to  a  report  on  Form  10-Q  for the Partnership filed with the
Commissioner  on  August  14,  2002
     [File  #000-18365,  Film  #02736193]

Exhibit  2.20     Certificate  of Cancellation of Limited Partnership filed with
the  Secretary  of  State  of The Commonwealth of Massachusetts on September 26,
2002,  filed  herein.

EX-2

Exhibit 2.20
                           CERTIFICATE OF CANCELLATION
                                       OF
                               LIMITED PARTNERSHIP

                                       OF

                AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP


     The  undersigned,  American  Income  Partners  V-D Limited Partnership (the
"Partnership"),  hereby  certifies  for purposes of Section 10 of M.G.L. Chapter
109,  as  follows:

1.     The  name  of  the  Partnership  is  American Income Partners V-D Limited
Partnership.

2.     The  date  of  filing  of  its certificate (the "Certificate") of limited
partnership  was  May  21,  1990.

3.     The  reason  for  filing  the  certificate  of  cancellation  is that the
Partnership  has  dissolved  pursuant  to  the  terms of its limited partnership
agreement and will not be henceforth pursuing the activities contemplated in its
Certificate.

4.     The effective date of cancellation shall be on the date of filing of this
certificate.


     IN WITNESS WHEREOF, the undersigned has executed this instrument under seal
as  of  this  24th  day  of  September  2002.

AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP
By:  AFG  Leasing  IV  Incorporated,
its  sole  General  Partner


By:  /s/Wayne  Engle
     ---------------
Name:  Wayne  Engle
Title:  Vice  President