8-K/A, 1999-02-18
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                             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

             (Exact name of registrant as specified in its charter)

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

                     (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)


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.


     (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.




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 

                                    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    



[PricewaterhouseCoopers LLP Letterhead]

February 16, 1999

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


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


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