AMERICA FIRST APARTMENT INVESTORS LP
8-K, 1997-04-23
ASSET-BACKED SECURITIES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                  April 10, 1997


                    AMERICA FIRST APARTMENT INVESTORS, L.P.
             (Exact name of registrant as specified in its charter)


       Delaware      	                   					              0-20737
(State of Formation)						                          (Commission File Number)

                                  47-0797793
                     (IRS Employer Identification Number)


   Suite 400, 1004 Farnam Street,
          Omaha, Nebraska                                             68102
(Address of principal executive offices)	                           (Zip Code)


	                               (402) 444-1630
	            (Registrants' telephone number, including area code)











































<PAGE>                               - i -

	    Item 2.  Acquisition or Disposition of Assets.  On April 10, 1997, 
America First Apartment Investors, L.P. (the Partnership), a Delaware Limited 
Partnership, acquired a 226-unit multifamily housing property located in 
Atlanta, Georgia and known as The Retreat Apartments (the "Property") from 
Brookchase DMC, L.P. (the "Seller").  The Partnership paid a total of 
$9,094,434 for the Property.  Of this amount, $498,679 was for personal 
property and acquisition costs.  The purchase price was determined in 
arm's-length negotiations.  The acquisition of the Property was financed with 
proceeds from the Partnership's Line of Credit with The First National Bank of 
Boston.  The Partnership expects to obtain permanent financing for the 
Property through the refunding of certain tax-exempt bonds held by the 
Partnership.  The Partnership knows of no material relationship between the 
Seller and the Partnership or any of its affiliates, directors or officers or 
any associate of any of its directors or officers.  The Partnership intends to 
continue renting the Property as multifamily housing.

     The purchase price represents less than 20% of the assets of the 
Partnership at December 31, 1996, and the income generated by the Property 
represents less than 20% of the income generated by the Partnership for the 
year ended December 31, 1996.  As such, financial statements of the Property 
and pro forma financial statements of the Partnership are not presented.

     Item 7.  Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

          None

     (b)  Pro Forma Financial Information.

          None

     (c)  Exhibits.

          None








































<PAGE>                               - 1 -

	                             SIGNATURES

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

					                             AMERICA FIRST APARTMENT INVESTORS, L.P.


					                        By	  America First Capital
						                            Associates Limited Partnership
						                            Four, its general partner

					                        By	  America First Companies L.L.C, its general
						                            partner



					                        By   /s/ Michael Thesing
						                            Michael Thesing, Vice President


April 22, 1997

















































<PAGE>                               - 2 -


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