NOTIFICATION OF LATE FILING

                                   Form 12b-25


                        SEC  File  Number  0-21444


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



                                  (Check One):

[   ]  Form 10-K and Form 10-KSB     [    ] Form 11-K     [    ] Form 20-F     [
XX]  Form  10-Q  and  Form  10-QSB     [    ]  Form  N-SAR

For  Period  Ended:     September  30,  2002



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  1-REGISTRANT  INFORMATION
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AFG Investment Trust C
- -------------------
Full  Name  of  Registrant

N/A
- ---
Former  Name,  if  Applicable

1050 Waltham Street, Suite 310,
- -----------------
Address  of  Principal  Executive  Office  (Street  and  Number)

 Lexington, MA 02421
- --------------------
City,  State  and  Zip



Form  12b-25
Page  Two



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)

[XX]     (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,  semi-annual  report,  transition
report on Form 10-K, Form 10-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion
thereof,  will  be  filed  on or before the fifteenth calendar day following the
prescribed  due  date;  or  the subject quarterly report of transition report on
Form  10-Q,  Form 10-QSB or 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, 10-KSB, 11-K,
20-F,  10-Q, 10-QSB or N-SAR, or the transition report 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  September 30th, 2002. This is due to delays
caused  by staffing transitions. The Registrant expects to be completed with the
financial  statements  by  November  19th,  2002  and, therefore, Form 10-QSB is
expected  to  be  filed  within  the  prescribed  extension  period.





PART  IV-OTHER  INFORMATION
- ---------------------------


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

     Richard K Brock              781     676-0024
     ------------------------     ---     --------
     (Name)     (Area  Code)     (Telephone  Number)



Form  12b-25
Page  Three



(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  statement  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.



     AFG Investment Trust C
     -------------------
      (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.


Date:  November 14,  2002          By:/s/  Richard K Brock
       -----------------             -----------------------------
                          Chief  Financial  Officer  of  Semele  Group  Inc.
                             (Duly  Authorized  Officer)




                            ATTACHMENT TO FORM 12b-25



Part  IV-Other  Information
- ---------------------------

     There  are  no  significant  changes in the statement of operations for the
three  and nine months ended September 30, 2002 as compared to the corresponding
periods  for  2001.