AMERICA FIRST APARTMENT INVESTORS LP
8-K, 1998-05-13
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934
              Date of Report (Date of earliest event reported):
                                May 1, 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
          (Registrant's telephone number, including area code)


                             Not applicable
      (Former name or former address, if changed since last report)
 




































<PAGE>                               - i -
Item 2. Acquisition or Disposition of Assets. On May 1, 1998, America First 
Apartment Investors, L.P. (the Partnership), a Delaware limited partnership, 
sold its $18,755,000 principal amount Washington State Housing Finance 
Commission Multifamily Housing Mortgage Revenue Note (Sunpointe Apartment 
Project) Series 1987 (the "Bond") to Bay Apartment Communities, Inc., a 
Maryland corporation ("Buyer"). The Bond was collateralized by a first 
mortgage on a multifamily housing apartment complex named Avalon Ridge located 
in Renton, Washington.  Buyer paid a total purchase price of $18,755,000 plus 
accrued interest pursuant to a Purchase and Sale Agreement dated February 24, 
1998 by an among the Partnership, the Buyer and Sunpointe Associates Limited 
Partnership, a Washington limited partnership which owns the property.  The 
purchase price was determined in arm's-length negotiations.  There is no 
material relationship between the Buyer and the Partnership or any of its 
affiliates, directors or officers or any associate of any of its directors or 
officers.  

Item 7. Financial Statements and Exhibits. 

(a) Financial Statements of Businesses Acquired.
	   None 

(b) Pro Forma Financial Information. Pro forma financial statements for the 
    Partnership will be filed as an amendment to this form. 

(c) Exhibits. The following exhibits are filed with this amendment. Each 
    exhibit number refers to the numbers in Item 601 of Regulation S-K of 
    exhibits applicable to Form 8-K. 

    (2)  Plan of Acquisition, reorganization, arrangement, liquidation or 
         succession.
         2.1 	Purchase and Sale Agreement and Escrow Instructions entered into 
              as of February 24, 1998 by an among Sunpointe Associates Limited 
              Partnership, a Washington limited partnership, America First 
              Apartment Investors, L.P., a Delaware Limited Partnership, and 
              Bay Apartment Communities, Inc., a Maryland corporation.









































<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, General Partner 
                                     of the Registrant

                                     By America First Companies L.L.C, General 
                                     Partner of America First Capital 
                                     Associates Limited Partnership Four

                                     By /s/ Michael Thesing	
                                     Michael Thesing, Vice President and 
                                     Principal Financial Officer

May 1, 1998



















































<PAGE>                               - 2 -


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