AMERICA FIRST TAX EXEMPT MORTGAGE FUND LTD PARTNERSHIP
10-Q, 1997-11-14
ASSET-BACKED SECURITIES
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended September 30, 1997 or

     Transition report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934

For the transition period from            to           

Commission File Number:  0-14314

   AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)

          Delaware                         47-0695511              
(State or other jurisdiction           (IRS Employer 
of incorporation or organization)   Identification No.)


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)


     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                YES   X                  NO     



































<PAGE>                               -i-
Part I.  Financial Information
  Item 1.  Financial Statements
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                            Sept. 30, 1997       Dec. 31, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>
Assets                                                                                                                         
  Cash and temporary cash investments, at cost which                                                                          
    approximates market value (Note 4)                                                      $    1,434,254      $    1,379,560
  Investment in tax-exempt mortgage bonds, at estimated fair value (Note 5)                     66,026,000          66,026,000
  Interest receivable                                                                              574,670             598,173
  Other assets                                                                                      17,656              10,721
                                                                                            --------------      --------------
                                                                                            $   68,052,580      $   68,014,454
                                                                                            ==============      ==============
Liabilities and Partners' Capital                                                                                             
  Liabilities                                                                                                                 
    Accounts payable (Note 6)                                                               $      146,464      $      253,869
    Distribution payable (Note 3)                                                                  453,597             453,597
                                                                                            --------------      --------------
                                                                                                   600,061             707,466
                                                                                            --------------      --------------
  Partners' Capital                                                                                                           
    General Partner                                                                                  9,970               8,515
    Beneficial Unit Certificate Holders                                                                                       
      ($6.76 per BUC in 1997 and $6.74 in 1996)                                                 67,442,549          67,298,473
                                                                                            --------------      --------------
                                                                                                67,452,519          67,306,988
                                                                                            --------------      --------------
                                                                                            $   68,052,580      $   68,014,454
                                                                                            ==============      ==============
</TABLE>

STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
                                                           For the             For the        For the Nine        For the Nine
                                                     Quarter Ended       Quarter Ended        Months Ended        Months Ended
                                                    Sept. 30, 1997      Sept. 30, 1996      Sept. 30, 1997      Sept. 30, 1996
                                                    --------------      --------------      --------------      --------------
<S>                                                 <C>                 <C>                 <C>                 <C>
Income                                                                                                                         
 Mortgage bond investment income                    $    1,559,640      $    1,537,198      $    4,640,665      $    4,626,797
 Interest income on temporary cash investments              13,371              12,006              39,288              34,284
 Contingent interest income (Note 5)                        35,346              66,989             110,229             121,681
                                                    --------------      --------------      --------------      --------------
                                                         1,608,357           1,616,193           4,790,182           4,782,762
Expenses                                                                                                                       
 General and administrative expenses (Note 6)              160,828             160,877             535,559             489,293
                                                    --------------      --------------      --------------      --------------
Net income                                          $    1,447,529      $    1,455,316      $    4,254,623      $    4,293,469
                                                    ==============      ==============      ==============      ==============
Net income allocated to:                                                                                                       
 General Partner                                    $       22,959      $       30,630      $       69,001      $       72,137
 BUC Holders                                             1,424,570           1,424,686           4,185,622           4,221,332
                                                    --------------      --------------      --------------      --------------
                                                    $    1,447,529      $    1,455,316      $    4,254,623      $    4,293,469
                                                    ==============      ==============      ==============      ==============
Net income per BUC                                  $          .14      $          .14      $          .42      $          .42
                                                    ==============      ==============      ==============      ==============
The accompanying notes are an integral part of the financial statements.                                                       
</TABLE>









<PAGE>                               -1-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           Beneficial Unit                    
                                                                               General         Certificate                    
                                                                               Partner             Holders               Total
                                                                        --------------     ---------------      --------------
<S>                                                                     <C>                <C>                  <C>           
Partners' Capital (excluding net unrealized holding losses)
  Balance at December 31, 1996                                          $        8,515     $    77,898,473      $   77,906,988
  Net income                                                                    69,001           4,185,622           4,254,623
  Cash distributions paid or accrued (Note 3)                                                                                 
    Income                                                                     (67,546)         (4,041,546)         (4,109,092)
                                                                        --------------     ---------------      --------------
                                                                                 9,970          78,042,549          78,052,519
                                                                        --------------     ---------------      --------------
Net unrealized holding losses                                                                                                 
  Balance at December 31, 1996 and September 30, 1997                             -            (10,600,000)        (10,600,000)
                                                                        --------------     ---------------      --------------
Balance at September 30, 1997                                           $        9,970     $    67,442,549      $   67,452,519
                                                                        ==============     ===============      ==============
</TABLE>

STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              For the Nine        For the Nine
                                                                                              Months Ended        Months Ended
                                                                                            Sept. 30, 1997      Sept. 30, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>           
Cash flows from operating activities                                                                                          
  Net income                                                                                $    4,254,623      $    4,293,469
    Adjustments to reconcile net income to net cash                                                                           
    from operating activities                                                                                                 
      Decrease in interest receivable                                                               23,503              70,704
      Increase in other assets                                                                      (6,935)             (7,921)
      Decrease in accounts payable                                                                (107,405)            (39,913)
                                                                                            --------------      --------------
    Net cash provided by operating activities                                                    4,163,786           4,316,339
                                                                                                                              
Cash flow used in financing activity                                                                                          
  Distributions paid                                                                            (4,109,092)         (4,111,869)
                                                                                            --------------      --------------
Net increase in cash and temporary cash investments                                                 54,694             204,470
Cash and temporary cash investments at beginning of period                                       1,379,560           1,103,805
                                                                                            --------------      --------------
Cash and temporary cash investments at end of period                                        $    1,434,254      $    1,308,275
                                                                                            ==============      ==============
The accompanying notes are an integral part of the financial statements.
</TABLE>




















<PAGE>                               -2-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)

1. Organization

America First Tax Exempt Mortgage Fund Limited Partnership (the Partnership) 
was formed on November 11, 1985, under the Delaware Revised Uniform Limited 
Partnership Act for the purpose of acquiring a portfolio of federally 
tax-exempt mortgage bonds collateralized by income-producing real estate 
consisting of multifamily residential apartments.  The Partnership will 
terminate on December 31, 2015, unless terminated earlier under the provisions 
of the Partnership Agreement.  The General Partner of the Partnership is 
America First Capital Associates Limited Partnership Two (AFCA 2).  

2. Summary of Significant Accounting Policies

  A)Financial Statement Presentation
    The financial statements of the Partnership are prepared without audit on 
    the accrual basis of accounting in accordance with generally accepted 
    accounting principles.  The financial statements should be read in 
    conjunction with the financial statements and notes thereto included in 
    the Partnership's Annual Report on Form 10-K for the year ended 
    December 31, 1996.  In the opinion of management, all normal and recurring 
    adjustments necessary to present fairly the financial position at 
    September 30, 1997, and results of operations for all periods presented 
    have been made.

    The preparation of financial statements in conformity with generally 
    accepted accounting principles requires management to make estimates and 
    assumptions that affect the reported amounts of assets and liabilities and 
    disclosure of contingent assets and liabilities at the date of the 
    financial statements and the reported amounts of revenues and expenses 
    during the reporting period.  Actual results could differ from those 
    estimates.

  B)Investment in Tax-Exempt Mortgage Bonds
    Investment securities are classified as held-to-maturity, available-for- 
    sale or trading.  Investments classified as available-for-sale are reported 
    at fair value with any unrealized gains or losses excluded from earnings 
    and reflected as a separate component of partners' capital.  Subsequent 
    increases and decreases in the net unrealized gain/loss on available-for-
    sale securities are reflected as adjustments to the carrying value of the 
    portfolio and adjustments to the component of partners' capital.  The 
    Partnership does not have investment securities classified as held-to-
    maturity or trading.  The carrying value of tax-exempt mortgage bonds is 
    periodically reviewed and adjusted when there are significant changes in 
    the estimated net realizable value of the underlying collateral.  

    Accrual of mortgage bond investment income is excluded from income, when, 
    in the opinion of management, collection of related interest is doubtful.  
    This interest is recognized as income when it is received.

  C)Income Taxes
    No provision has been made for income taxes since the Beneficial Unit 
    Certificate (BUC) Holders are required to report their share of the 
    Partnership's taxable income for federal and state income tax purposes.  

  D)Temporary Cash Investments
    Temporary cash investments are invested in federally tax-exempt securities 
    purchased with an original maturity of three months or less.

  E)Net Income per BUC
    Net income per BUC has been calculated based on the number of BUCs
    outstanding (9,979,128) for all periods presented.










<PAGE>                               -3-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)

3. Partnership Income, Expenses and Cash Distributions

The Partnership Agreement contains provisions for the distribution of Net 
Interest Income and Net Residual Proceeds and for the allocation of income and 
expenses for tax purposes among AFCA 2 and BUC Holders.

Cash distributions included in the financial statements represent the actual 
cash distributions made during each period and the cash distributions accrued 
at the end of each period.

4. Partnership Reserve Account

The Partnership maintains a reserve account which totaled $1,426,420 at 
September 30, 1997.  The reserve account was established to maintain working 
capital for the Partnership and is available to supplement distributions to 
BUC Holders or for any other contingencies related to the ownership of the 
mortgage bonds and the operation of the Partnership.

5. Investment in Tax-Exempt Mortgage Bonds

Descriptions of the tax-exempt mortgage bonds owned by the Partnership at 
September 30, 1997, are as follows:

<TABLE>
                                                                                                   Base                       
                                                              Number         Maturity          Interest               Carrying
Property Name                     Location                  of Units             Date              Rate1                Amount
- ------------------------          -----------------         --------         --------         ---------         --------------
<S>                               <C>                       <C>              <C>              <C>               <C>           
Performing:                                                                                                             
  Shoals Crossing                 Atlanta, GA                  176           12/01/09              8.5%         $    4,500,000
  Arama Apartments                Miami, FL                    293           07/01/10              8.5%             12,100,000
  Woodbridge Apts. of                                                                                                         
    Bloomington III               Bloomington, IN              280           12/01/15              8.5%             12,600,000
                                                                                                                --------------
                                                                                                                    29,200,000
                                                                                                                --------------
Nonperforming:2                                                                                                               
  Ashley Pointe at                                                                                                            
    Eagle Crest                   Evansville, IN               150           12/01/15              8.5%              6,700,000
  Woodbridge Apts. of                                                                                                         
    Louisville II                 Louisville, KY               190           12/01/15              8.5%              8,976,000
  Northwoods Lake                                                                                                             
    Apartments                    Duluth, GA                   492           12/01/06              8.5%             25,250,000
  Ashley Square                   Des Moines, IA               144           12/01/09              8.5%              6,500,000
                                                                                                                --------------
                                                                                                                    47,426,000
                                                                                                                --------------
                                                                                                                    76,626,000
Unrealized holding losses                                                                                          (10,600,000)
                                                                                                                --------------
Balance at September 30, 1997 (at estimated fair value)                                                         $   66,026,000
                                                                                                                ==============
</TABLE>

  1  In addition to the base interest rate shown, the bonds bear additional
contingent interest as defined in each revenue note which, when combined with
the base interest, is limited to a cumulative, noncompounded amount not greater
than 16% per annum.  The Partnership received additional contingent interest
from Arama Apartments of $110,229 during 1997 ($35,346 for the quarter ended 
September 30, 1997).

  2  Nonperforming bonds are bonds which are not fully current as to interest 
payments.  The amount of foregone interest on nonperforming bonds for 1997 was 
$300,278 ($89,687 for the quarter ended September 30, 1997).






<PAGE>                               -4-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)

6. Transactions with Related Parties

Substantially all of the Partnership's general and administrative expenses are 
paid by AFCA 2 or an affiliate and are reimbursed by the Partnership.  The 
amount of such expenses reimbursed to AFCA 2 during 1997 was $538,595 
($128,806 for the quarter ended September 30, 1997).  The reimbursed expenses 
are presented on a cash basis and do not reflect accruals made at quarter end.

AFCA 2 received from property owners administrative fees of $138,415 during 
1997 ($13,613 for the quarter ended September 30, 1997).  Since these fees are 
not Partnership expenses, they have not been reflected in the accompanying 
financial statements.  

AFCA 2 is entitled to an administrative fee from the Partnership in the event 
the Partnership becomes the equity owner of a property by reason of 
foreclosure.  AFCA 2 was not entitled to any administrative fees from the 
Partnership during 1997.  AFCA 2 was entitled to receive approximately $359,000
in administrative fees from the Partnership for the year ended 
December 31, 1989.  The payment of these fees, which has been deferred by 
AFCA 2, is contingent upon, and will be paid only out of future profits 
realized by the Partnership from the disposition of any Partnership assets.  
This amount will be recorded as an expense by the Partnership when it is 
probable that these fees will be paid.

An affiliate of AFCA 2 was retained to provide property management services 
for Ashley Square, Northwoods Lake Apartments and Ashley Pointe at Eagle Crest 
(beginning in July 1996). The fees for services provided represent the lower 
of (i) costs incurred in providing management of the property, or 
(ii) customary fees for such services determined on a competitive basis, and 
amounted to $202,733 in 1997 ($67,683 for the quarter ended 
September 30, 1997).








































<PAGE>                               -5-
  Item 2.
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Liquidity and Capital Resources

The Partnership originally acquired 14 tax-exempt mortgage bonds, the proceeds 
of which were used to provide construction and/or permanent financing for 14 
multifamily housing properties.  The Partnership subsequently acquired seven 
of the properties (Acquired Properties) through foreclosure or deed in lieu of 
foreclosure of the tax-exempt mortgage bonds collateralized thereby.  The 
Acquired Properties were transferred to America First REIT, Inc. on 
June 1, 1993.  At September 30, 1997, the Partnership continued to hold seven 
tax-exempt mortgage bonds with a carrying value (at estimated fair value) of 
$66,026,000.

The following table shows the various occupancy levels of the properties
financed by the Partnership at September 30, 1997.

<TABLE>
<CAPTION>
                                                                                                  Number            Percentage
                                                                                Number            of Units            of Units
Property Name                                  Location                       of Units            Occupied            Occupied
- -------------------------------------          ------------------       --------------      --------------      --------------
<S>                                            <C>                      <C>                 <C>                 <C>           
Woodbridge Apts. of Bloomington III            Bloomington, IN                     280                 262                 94%
Ashley Pointe at Eagle Crest                   Evansville, IN                      150                 150                100%
Woodbridge Apts. of Louisville II              Louisville, KY                      190                 188                 99%
Northwoods Lake Apartments                     Duluth, GA                          492                 464                 94%
Shoals Crossing                                Atlanta, GA                         176                 167                 95%
Ashley Square                                  Des Moines, IA                      144                 138                 96%
Arama Apartments                               Miami, FL                           293                 288                 98%
                                                                        --------------      --------------      --------------
                                                                                 1,725               1,657                 96%
                                                                        ==============      ==============      ==============
</TABLE>

The principal amounts of the tax-exempt mortgage bonds do not amortize over 
their terms.  The tax-exempt mortgage bonds provide for the payment of base 
interest at a fixed rate.  In addition, the Partnership may earn contingent 
interest based on a participation in the net cash flow and net sale or 
refinancing proceeds from the real estate collateralizing the tax-exempt 
mortgage bonds.  The interest payments received on the tax-exempt mortgage 
bonds and interest on temporary cash investments represent the principal 
sources of the Partnership's income and distributable cash.  The Partnership 
may draw on the reserve to pay operating expenses or to supplement cash 
distributions to Beneficial Unit Certificate (BUC) Holders.

During the nine months ended September 30, 1997, a net amount of undistributed 
income totaling $145,531 was placed in reserves (a net amount of $78,170 for 
the quarter ended September 30, 1997).  The total amount held in reserves at 
September 30, 1997, was $1,426,420.  Future distributions to BUC Holders will 
depend upon the amount of base and contingent interest received on the 
mortgage bonds, the size of the reserves established by the Partnership and 
the extent to which withdrawals are made from reserves.

The Partnership believes that cash provided by operating activities and, if 
necessary, withdrawals from the Partnership's reserves will be adequate to 
meet its short-term and long-term liquidity requirements, including the 
payments of distributions to BUC Holders.  Under the terms of the Partnership 
Agreement, the Partnership has the authority to enter into short- and 
long-term debt financing arrangements; however, the Partnership currently does 
not anticipate entering into such arrangements.  The Partnership is not 
authorized to issue additional BUCs to meet short-term and long-term liquidity 
requirements.









<PAGE>                               -6-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Distributions

Cash distributions paid or accrued per BUC were as follows:
<TABLE>
<CAPTION>
                                                                                              For the Nine        For the Nine
                                                                                              Months Ended        Months Ended
                                                                                            Sept. 30, 1997      Sept. 30, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>           
Regular monthly distributions                                                                                                 
 Income                                                                                     $        .4050      $        .4050
                                                                                            ==============      ==============
Distributions                                                                                                                 
 Paid out of current and prior undistributed cash flow                                      $        .4050      $        .4050
                                                                                            ==============      ==============
</TABLE>

Asset Quality

It is the policy of the Partnership to make a periodic review of the real 
estate collateralizing the Partnership's mortgage bonds in order to adjust, 
when necessary, the carrying value of the mortgage bonds.  Adjustments are 
made to the carrying value when there are significant changes in the estimated 
net realizable value of the underlying collateral.  Internal property 
valuations and reviews performed during the first nine months of 1997 
indicated that the mortgage bonds recorded on the balance sheet at 
September 30, 1997, required no adjustments to their current carrying amounts.

The overall status of the Partnership's mortgage bonds has remained relatively 
constant since June 30, 1997.









































<PAGE>                               -7-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

The tables below compare the results of operations for each period shown.
<TABLE>
<CAPTION>
                                                                               For the             For the            Increase
                                                                         Quarter Ended       Quarter Ended          (Decrease)
                                                                        Sept. 30, 1997      Sept. 30, 1996           From 1996
                                                                        --------------      --------------      --------------
<S>                                                                     <C>                 <C>                 <C>           
Mortgage bond investment income                                         $    1,559,640      $    1,537,198      $       22,442
Interest income on temporary cash investments                                   13,371              12,006               1,365
Contingent interest income                                                      35,346              66,989             (31,643)
                                                                        --------------      --------------      --------------
                                                                             1,608,357           1,616,193              (7,836)
General and administrative expenses                                            160,828             160,877                 (49)
                                                                        --------------      --------------      --------------
Net income                                                              $    1,447,529      $    1,455,316      $       (7,787)
                                                                        ==============      ==============      ==============
<CAPTION>                                                                                                                     
                                                                          For the Nine        For the Nine            Increase
                                                                          Months Ended        Months Ended          (Decrease)
                                                                        Sept. 30, 1997      Sept. 30, 1996           From 1996
                                                                        --------------      --------------      --------------
<S>                                                                     <C>                 <C>                 <C>           
Mortgage bond investment income                                         $    4,640,665      $    4,626,797      $       13,868
Interest income on temporary cash investments                                   39,288              34,284               5,004
Contingent interest income                                                     110,229             121,681             (11,452)
                                                                        --------------      --------------      --------------
                                                                             4,790,182           4,782,762               7,420
General and administrative expenses                                            535,559             489,293              46,266
                                                                        --------------      --------------      --------------
Net income                                                              $    4,254,623      $    4,293,469      $      (38,846)
                                                                        ==============      ==============      ==============
</TABLE>

The increase in mortgage bond investment income for the quarter ended 
September 30, 1997, compared to the same period in 1996, is attributable to an 
increase in cash flow received from properties collateralizing the tax-exempt 
mortgage bonds.  Mortgage bond investment income earned on Woodbridge 
Apartments of Louisville II and Northwoods Lake Apartments increased 
approximately $85,400.  This increase is due primarily to increases in rental 
revenue resulting from rental rate increases and increases in average 
occupancy accompanied by decreases in real estate operating expenses, 
primarily taxes, labor and administrative expenses.  The increase in cash flow 
of $85,400 was partially offset by a decrease in cash flow of approximately 
$63,000 from Woodbridge Apartments of Bloomington III, Ashley Square and 
Ashley Pointe at Eagle Crest.  Mortgage bond investment income from Woodbridge 
Apartments of Bloomington III was approximately $19,700 lower for the quarter 
ended September 30, 1997, compared to the same period in 1996.  Because the 
mortgage bond on such property was brought fully current as to interest 
payments during the fourth quarter of 1996, the Partnership no longer receives 
more base interest than the current base interest due on the mortgage bond if 
the property generates net cash flow in excess of the current base interest.  
The Partnership does not anticipate receiving contingent interest from 
Woodbridge Apartments of Bloomington III in the foreseeable future due to such 
property's other obligations.  The remaining decrease of $43,300 in mortgage 
bond investment income resulted from a decrease in rental revenue resulting 
from a decrease in average occupancy and increases in real estate operating 
expenses at Ashley Square and Ashley Point at Eagle Crest.  

The increase in mortgage bond investment income for the nine months ended 
September 30, 1997, compared to the same period in 1996, is attributable to an 
increase in cash flow received from properties collateralizing the tax-exempt 
mortgage bonds.  This increase is due to increases in cash flow received from 
Ashley Point at Eagle Crest, Woodbridge Apartments of Louisville II and Ashley 
Square totaling approximately $100,200 which were partially offset by 
decreases in cash flow received from Woodbridge Apartments of Bloomington III 
and Northwoods Lake Apartments totaling approximately $86,300.  Cash flow 
received from Ashley Point at Eagle Crest, Woodbridge Apartments of Louisville 
II and Ashley Square increased due primarily to increases in rental revenue 
resulting from rental rate increases in certain markets and increases in the 
<PAGE>                               -8-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

average occupancy of certain properties accompanied by decreases in real 
estate operating expenses, primarily taxes and labor costs. Mortgage bond 
investment income earned from Woodbridge Apartments of Bloomington III was 
approximately $44,600 lower for the nine months ended September 30, 1997, 
compared to the same period in 1996 for the reason described in the previous 
paragraph.  Mortgage bond investment income earned on Northwoods Lake 
Apartments for the nine months ended September 30, 1997, decreased 
approximately $41,700 compared to the same period in 1996, primarily due to a 
weakening of the Atlanta rental market attributable in part to the end of the 
1996 Summer Olympic Games.  In addition, the market in which Northwoods Lake 
Apartments is located has experienced substantial new construction.

The decrease in contingent interest income for the quarter and nine months 
ended September 30, 1997, compared to the same periods in 1996, is 
attributable to a decrease in net operating income generated by the Arama 
Apartments primarily due to a decrease in rental rates.  The increase in 
interest income on temporary cash investments for the quarter and nine months 
ended September 30, 1997, compared to the same periods in 1996, is 
attributable to an increase in the amount of undistributed income held in 
reserves.  General and administrative expenses for the quarter ended September 
30, 1997, were comparable with the same period in 1996.  However, general and 
administrative expenses for the nine months ended September 30, 1997, 
increased compared to the same period in 1996, primarily as a result of 
increases in salaries and related expenses.
















































<PAGE>                               -9-
PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               4(a) Agreement of Limited Partnership dated November 11, 1985
                    (incorporated herein by reference to Form 10-K dated
                    December 31, 1986 filed pursuant to Section 13 or 15(d) of
                    the Securities Act of 1934 by America First Tax Exempt 
                    Mortgage Fund Limited Partnership (Commission File 
                    No. 0-14314)).

               4(b) Form of Certificate of Beneficial Unit Certificate 
                    (incorporated herein by reference to Form S-11 
                    Registration Statement filed August 30, 1985 with the 
                    Securities and Exchange Commission by America First Tax 
                    Exempt Mortgage Fund Limited Partnership (Commission File 
                    No. 2-99997)).

          (b)  Form 8-K

               The registrant did not file a report on Form 8-K during the 
               quarter for which this report is filed.




















































<PAGE>                               -10-
                            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, thereunto duly authorized.

Dated:  November 12, 1997    AMERICA FIRST TAX EXEMPT MORTGAGE
                              FUND LIMITED PARTNERSHIP

                              By America First Capital
                                   Associates Limited
                                   Partnership Two, General
                                   Partner of the Registrant

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

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





















































<PAGE>                               -11-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
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