AMERICA FIRST APARTMENT INVESTORS LP
8-K/A, 1999-02-18
ASSET-BACKED SECURITIES
Previous: NUWAVE TECHNOLOGIES INC, DEF 14A, 1999-02-18
Next: NORWEST ASSET SECURITIES CORP, 8-K, 1999-02-18


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                FORM 8-K/A No. 2

                                 CURRENT REPORT

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

               Date of Report (Date of earliest event reported):
                                December 15, 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)


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






























<PAGE>

Item 4.	Change in Registrant's Certifying Accountant.

	    (a)	     (i)  On July 1, 1998, the son-in-law of George Kubat was promoted
to a manager of the Omaha, Nebraska office of PricewaterhouseCoopers LLP (the 
"Former Accountants").  Because Mr. Kubat was then a member of the Board of 
Managers of the general partner of the Registrant's general partner, the 
promotion of his son-in-law raised an issue regarding the independence of the 
Former Accountants with respect to the audit of the Registrant's financial 
statements for the year ending December 31, 1998.  The Former Accountants 
requested guidance from the staff of the Securities and Exchange Commission 
(the "SEC") with respect to this issue.  In December 1998, the Former 
Accountants were verbally advised by the staff that it would not consider the 
Former Accountants to be independent under the rules of the SEC.  As a result, 
on December 15, 1998, the Former Accountants resigned from their engagement as 
principal accountants for the Registrant and KPMG Peat Marwick, L.L.P. 
("KPMG") was engaged as its new principal independent accountants effective 
December 15, 1998.  KPMG will conduct the audit of the Registrant's Financial 
Statements for the year ended December 31, 1998.

     (ii)  The Former Accountants issued an audit report on March 26, 1998 
with respect to the Registrant's financial statements as of, and for the year 
ended, December 31, 1997.  Accordingly, such report was issued prior to the 
events which raised the issue as to the independence of the Former 
Accountants.  The Former Accountants were engaged on August 28, 1997 as 
independent accountants for the purpose of issuing such report. 

     (iii)  The decision to engage KPMG as the principal independent 
accountant for the Registrant was approved by the general partner of the 
Registrant on December 15, 1998. 

     (iv)  The reports of the Former Accountants on the Registrant's financial 
statements for the past two (2) fiscal years contained no adverse opinion or 
disclaimer of adverse opinion, and were not qualified or modified as to 
uncertainty, audit scope, or accounting principals. 

     (v)  In connection with its audits for the two (2) most recent fiscal 
years and through December 15, 1998, there have been no disagreements with the 
Former Accountants on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or procedures, which 
disagreements if not resolved to the satisfaction of the Former Accountants 
would have caused them to make reference thereto in their report on the 
financial statements for such years. 

     (vi)  During the two (2) most recent fiscal years and through 
December 15, 1998, there were no "reportable events" as defined by Item 304 
(a)(1)(v) of Regulation S-K.

     (vii)  The Registrant has requested that the Former Accountants furnish 
it with a letter addressed to the U.S. Securities and Exchange Commission 
stating whether or not it agrees with the above statements.  A copy of such 
letter is attached hereto as an Exhibit. (b)	Neither the Registrant nor anyone 
on its behalf has consulted KPMG during the Registrant's two (2) most recent 
fiscal years, or any subsequent interim period prior to its engagement of KPMG.






















<PAGE>

     (b)	Neither the Registrant nor anyone on its behalf has consulted KPMG 
during the Registrant's two (2) most recent fiscal years, or any subsequent 
interim period prior to its engagement of KPMG.

     Item 7. Financial Statements and Exhibits.

     (c)	Exhibits. 

16.01 Letter, dated February 16, 1999, from Registrant's former principal 
independent accountant.

 































































<PAGE>

                                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. 

                                    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

Dated: February 16, 1999    

 
















































<PAGE>

[PricewaterhouseCoopers LLP Letterhead]




February 16, 1999




Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by America First Apartment Investors, L.P. 
(copy attached), which we understand will be filed with the Commission, 
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K/A No. 2 
report for the month of December 1998.  We agree with the statements 
concerning our Firm in such Form 8-K/A No. 2.

Very truly yours,



PricewaterhouseCoopers LLP













































<PAGE>

Top Judgements:
Saskatoon Co-operative Association Limited v United Food and Commercial Workers | Aug 15, 2022
Old Lakeshore Inc. v City of Burlington | Sep 2, 2022
Tietz v. Affinor Growers Inc. | Sep 13, 2022
Efficiencyone (E1) | Sep 6, 2022
President's Choice Bank v. The Queen | Jul 19, 2022
First Global Data Ltd | Sep 15, 2022
Rayonier v Unifor, Locals 256 and 89 | Aug 11, 2022
Alberta Workers’ Compensation Appeals Commission | Decision No. 2021-0334 | Jul 14, 2022
Metrowest Developments Ltd v Flynn Canada Ltd | Sep 14, 2022
R. v. Cameron | Jul 15, 2022
Functional Servicing and Stormwater Management | Jul 28, 2022
101034761 Saskatchewan Ltd. v Mossing | Aug 24, 2022
Waste Control Services Inc. v International Union of Operating Engineers, Local No. 115 | Aug 12, 2022
RJM56 Holdings Inc. c. Bazinet | Aug 17, 2022
Sherwood v The Owners, Strata Plan VIS 1549 | Aug 9, 2022
WCAT Decision A2001487 | Aug 8, 2022
City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022
City of Mississauga v. Hung | Sep 22, 2022
Secretary of the Ministry of Health v The New South Wales Nurses and Midwives' Association (28 September 2022)
Orewa Community Church v Minister for Covid-19 Response (16 August 2022)
Yeshiva College Bondi Limited v NSW Education Standards Authority (15 August 2022)
Moreland Planning Scheme Amendment C208more | Heritage Nominations Study | Panel Report | 15 July 2022
New Zealand Tegel Growers Association Incorporated | 2 August 2022
Farrow-Smith and Comcare (Compensation) | 26 September 2022
Evolution Fleet Services Pty Ltd v Allroads Plant Pty Ltd | 14 September 2022
656621 B.C. Ltd. v David Moerman Painting Ltd. | Sep 27, 2022
Fraser Valley Packers Inc. v Raiwal Holdings Ltd | Sep 26, 2022
Parmar v Tribe Management Inc. | Sep 26, 2022
DES Studio inc. c. Shuchat | Sep 26, 2022
Van-Kam Freightways Ltd. v Teamsters Local Union No. 31 | Sep 28, 2022
Rogers Communication Inc. v British Columbia | Sep 28, 2022
Alderbridge Way GP Ltd. | Sep 28, 2022

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission