AMERICA FIRST APARTMENT INVESTORS LP
8-K, 1998-10-01
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):
                                September 18, 1998


                    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 September 18, 1998,
America First Apartment Investors, L.P. (the Partnership), a Delaware Limited
Partnership, acquired a 259-unit multifamily housing property located in
Orlando, Florida and known as St. Andrews at Westwood Apartments (the
"Property") from USF & G/Legg Mason Realty Partners Limited Partnership (the
"Seller").  The Partnership paid a total of $15,790,763 for the Property,
including acquisition costs of $240,763.  The purchase price was determined in
arm's-length negotiations.  The acquisition of the Property was financed with
cash on hand.  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.

     Item 7.  Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

          Historical financial statements for the Property will be filed as an
          amendment to this report.

     (b)  Pro Forma Financial Information.

          Proforma financial information for the Partnership, prepared as if
          the Partnership had acquired the Property on January 1, 1997 will be
          filed as an amendment to this report.

     (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


September 30, 1998


















































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