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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICA FIRST REAL ESTATE INVESTMENT PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 39-1965590
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(State of incorporation or (IRS Employer Identification No.)
organization)
1004 FARNAM STREET, SUITE 400, OMAHA, NEBRASKA 68102
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-52117 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
UNITS OF ASSIGNED LIMITED PARTNER INTERESTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities registered on this Form 8-A are described under the
heading "DESCRIPTION OF THE UNITS" on pages 104-105 of the Amended and
Restated Prospectus/Consent Solicitation Statement filed pursuant to Rule
424(b)(1) under the Securities Act of 1933, relating to Registration No.
333-52117, filed by the Registrant with the Securities and Exchange
Commission on July 10, 2000. Such description is incorporated herein by
reference thereto in its entirety.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
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EXHIBIT NUMBER DESCRIPTION
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3.1 Amended and Restated Agreement of Limited Partnership
of America First Real Estate Investment Partners,
L.P. (incorporated herein by reference to Exhibit 3.1
to the Registrant's Current Report on Form 8-K dated
December 31, 2000, filed January 12, 2001).
4.1 Specimen Unit Certificate (incorporated herein by
reference to Exhibit 4.03 to Pre-Effective Amendment
No. 4 to the Registrant's Registration Statement on
Form S-4, Registration No. 333-52117, filed September
28, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMERICA FIRST REAL ESTATE
INVESTMENT PARTNERS, L.P.
By AMERICA FIRST CAPITAL SOURCE I
L.L.C., general partner
Date: January 12, 2001 By /s/ Michael B. Yanney
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Michael B. Yanney, President
