AMERICA FIRST TAX EXEMPT MORTGAGE FUND LTD PARTNERSHIP
10-Q, 1997-08-14
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 June 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>
                                                                                             June 30, 1997       Dec. 31, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>
Assets                                                                                                                         
  Cash and temporary cash investments, at cost which                                                                          
    approximates market value (Note 4)                                                      $    1,414,402      $    1,379,560
  Investment in tax-exempt mortgage bonds, at estimated fair value (Note 5)                     66,026,000          66,026,000
  Interest receivable                                                                              495,715             598,173
  Other assets                                                                                      19,855              10,721
                                                                                            --------------      --------------
                                                                                            $   67,955,972      $   68,014,454
                                                                                            ==============      ==============
Liabilities and Partners' Capital                                                                                             
  Liabilities                                                                                                                 
    Accounts payable (Note 6)                                                               $      128,026      $      253,869
    Distribution payable (Note 3)                                                                  453,597             453,597
                                                                                            --------------      --------------
                                                                                                   581,623             707,466
                                                                                            --------------      --------------
  Partners' Capital                                                                                                           
    General Partner                                                                                  9,188               8,515
    Beneficial Unit Certificate Holders                                                                                       
      ($6.75 per BUC in 1997 and $6.74 in 1996)                                                 67,365,161          67,298,473
                                                                                            --------------      --------------
                                                                                                67,374,349          67,306,988
                                                                                            --------------      --------------
                                                                                            $   67,955,972      $   68,014,454
                                                                                            ==============      ==============
The accompanying notes are an integral part of the financial statements.
</TABLE>

STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
                                                           For the             For the         For the Six         For the Six
                                                     Quarter Ended       Quarter Ended        Months Ended        Months Ended
                                                     June 30, 1997       June 30, 1996       June 30, 1997       June 30, 1996
                                                    --------------      --------------      --------------      --------------
<S>                                                 <C>                 <C>                 <C>                 <C>
Income                                                                                                                         
 Mortgage bond investment income                    $    1,482,295      $    1,440,631      $    3,081,025      $    3,089,599
 Interest income on temporary cash investments              14,827              11,844              25,917              22,278
 Contingent interest income (Note 5)                        31,993              26,929              74,883              54,692
                                                    --------------      --------------      --------------      --------------
                                                         1,529,115           1,479,404           3,181,825           3,166,569
Expenses                                                                                                                       
 General and administrative expenses (Note 6)              189,186             161,251             374,731             328,416
                                                    --------------      --------------      --------------      --------------
Net income                                          $    1,339,929      $    1,318,153      $    2,807,094      $    2,838,153
                                                    ==============      ==============      ==============      ==============
Net income allocated to:                                                                                                       
 General Partner                                    $       21,077      $       19,644      $       46,042      $       41,507
 BUC Holders                                             1,318,852           1,298,509           2,761,052           2,796,646
                                                    --------------      --------------      --------------      --------------
                                                    $    1,339,929      $    1,318,153      $    2,807,094      $    2,838,153
                                                    ==============      ==============      ==============      ==============
Net income per BUC                                  $          .14      $          .13      $          .28      $          .28
                                                    ==============      ==============      ==============      ==============
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 SIX MONTHS ENDED JUNE 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                                                                    46,042           2,761,052           2,807,094
  Cash distributions paid or accrued (Note 3)                                                                                 
    Income                                                                     (45,369)         (2,694,364)         (2,739,733)
                                                                        --------------     ---------------      --------------
                                                                                 9,188          77,965,161          77,974,349
                                                                        --------------     ---------------      --------------
Net unrealized holding losses                                                                                                 
  Balance at December 31, 1996 and June 30, 1997                                  -            (10,600,000)        (10,600,000)
                                                                        --------------     ---------------      --------------
Balance at June 30, 1997                                                $        9,188     $    67,365,161      $   67,374,349
                                                                        ==============     ===============      ==============
The accompanying notes are an integral part of the financial statements.
</TABLE>

STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               For the Six         For the Six
                                                                                              Months Ended        Months Ended
                                                                                             June 30, 1997       June 30, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>           
Cash flows from operating activities                                                                                          
  Net income                                                                                $    2,807,094      $    2,838,153
    Adjustments to reconcile net income to net cash                                                                           
    from operating activities                                                                                                 
      Decrease in interest receivable                                                              102,458             121,526
      Increase in other assets                                                                      (9,134)            (10,608)
      Decrease in accounts payable                                                                (125,843)            (65,105)
                                                                                            --------------      --------------
    Net cash provided by operating activities                                                    2,774,575           2,883,966
                                                                                                                              
Cash flow used in financing activity                                                                                          
  Distributions paid                                                                            (2,739,733)         (2,734,839)
                                                                                            --------------      --------------
Net increase in cash and temporary cash investments                                                 34,842             149,127
Cash and temporary cash investments at beginning of period                                       1,379,560           1,103,805
                                                                                            --------------      --------------
Cash and temporary cash investments at end of period                                        $    1,414,402      $    1,252,932
                                                                                            ==============      ==============
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
JUNE 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 
    June 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
JUNE 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 $1,348,250 at 
June 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 
June 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 June 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 $74,883 during 1997 ($31,993 for the quarter ended 
June 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 
$210,591 ($153,875 for the quarter ended June 30, 1997).






<PAGE>                               -4-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
JUNE 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 $409,789 
($163,150 for the quarter ended June 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 $124,802 during 
1997 ($32,845 for the quarter ended June 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 $135,050 in 1997 ($67,021 for the quarter ended June 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 June 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 June 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                 225                 80%
Ashley Pointe at Eagle Crest                   Evansville, IN                      150                 149                 99%
Woodbridge Apts. of Louisville II              Louisville, KY                      190                 179                 94%
Northwoods Lake Apartments                     Duluth, GA                          492                 469                 95%
Shoals Crossing                                Atlanta, GA                         176                 168                 95%
Ashley Square                                  Des Moines, IA                      144                 141                 98%
Arama Apartments                               Miami, FL                           293                 286                 98%
                                                                        --------------      --------------      --------------
                                                                                 1,725               1,617                 94%
                                                                        ==============      ==============      ==============
</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 six months ended June 30, 1997, undistributed income totaling 
$67,361 was placed in reserves (a net amount of $28,616 of undistributed 
income previously placed in reserves was withdrawn from reserves for the 
quarter ended June 30, 1997).  The total amount held in reserves at 
June 30, 1997, was $1,348,250.  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 Six         For the Six
                                                                                              Months Ended        Months Ended
                                                                                             June 30, 1997       June 30, 1996
                                                                                            --------------      --------------
<S>                                                                                         <C>                 <C>           
Regular monthly distributions                                                                                                 
 Income                                                                                     $        .2700      $        .2700
                                                                                            ==============      ==============
Distributions                                                                                                                 
 Paid out of current and prior undistributed cash flow                                      $        .2700      $        .2700
                                                                                            ==============      ==============
</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 six months ended June 30, 1997, 
indicated that the mortgage bonds recorded on the balance sheet at 
June 30, 1997, required no adjustments to their current carrying amounts.

The overall status of the Partnership's mortgage bonds has remained relatively 
constant since March 31, 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)
                                                                         June 30, 1997       June 30, 1996           From 1996
                                                                        --------------      --------------      --------------
<S>                                                                     <C>                 <C>                 <C>           
Mortgage bond investment income                                         $    1,482,295      $    1,440,631      $       41,664
Interest income on temporary cash investments                                   14,827              11,844               2,983
Contingent interest income                                                      31,993              26,929               5,064
                                                                        --------------      --------------      --------------
                                                                             1,529,115           1,479,404              49,711
General and administrative expenses                                            189,186             161,251              27,935
                                                                        --------------      --------------      --------------
Net income                                                              $    1,339,929      $    1,318,153      $       21,776
                                                                        ==============      ==============      ==============
<CAPTION>                                                                                                                     
                                                                           For the Six         For the Six            Increase
                                                                          Months Ended        Months Ended          (Decrease)
                                                                         June 30, 1997       June 30, 1996           From 1996
                                                                        --------------      --------------      --------------
<S>                                                                     <C>                 <C>                 <C>           
Mortgage bond investment income                                         $    3,081,025      $    3,089,599      $       (8,574)
Interest income on temporary cash investments                                   25,917              22,278               3,639
Contingent interest income                                                      74,883              54,692              20,191
                                                                        --------------      --------------      --------------
                                                                             3,181,825           3,166,569              15,256
General and administrative expenses                                            374,731             328,416              46,315
                                                                        --------------      --------------      --------------
Net income                                                              $    2,807,094      $    2,838,153      $      (31,059)
                                                                        ==============      ==============      ==============
</TABLE>

The increase in mortgage bond investment income for the quarter ended 
June 30, 1997, compared to the same period in 1996, is primarily 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 Bloomington III, Ashley Point at Eagle Crest, 
Woodbridge Apartments of Louisville II and Ashley Square increased 
approximately $110,600.  This increase is due primarily to increases in rental 
revenue resulting from rental rate increases in certain markets and increases 
in the average occupancy of certain properties accompanied by decreases in 
real estate operating expenses, primarily taxes, labor and administrative 
expenses.  The increase in cash flow of $110,600 was partially offset by a 
decrease in cash flow of approximately $68,900 from Northwoods Lake Apartments 
primarily due to the 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 mortgage bond investment income for the six months ended 
June 30, 1997, compared to the same period in 1996, is attributable to a 
decrease in cash flow received from properties collateralizing the tax-exempt 
mortgage bonds.  This decrease is due to decreases in cash flow received from 
Woodbridge Apartments of Bloomington III and Northwoods Lake Apartments 
totaling approximately $126,600 which were partially offset by increases in 
cash flow received from Ashley Point at Eagle Crest, Woodbridge Apartments of 
Louisville II and Ashley Square totaling approximately $118,000.  Mortgage 
bond investment income earned from Woodbridge Apartments of Bloomington III 
was approximately $25,000 lower for the six months ended June 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 





<PAGE>                               -8-
AMERICA FIRST TAX EXEMPT MORTGAGE FUND LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

net cash flow in excess of the current base interest.  Mortgage bond 
investment income earned on Northwoods Lake Apartments for the six months 
ended June 30, 1997, decreased compared to the same period in 1996, primarily 
due to a weakening of the Atlanta rental market as described above.  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 
average occupancy of certain properties accompanied by decreases in real 
estate operating expenses, primarily taxes, labor and administrative 
expenses.

The increase in contingent interest income for the quarter and six months 
ended June 30, 1997, compared to the same periods in 1996, is attributable to 
an increase in net operating income generated by the Arama Apartments 
primarily due to an increase in rental rates.  The increase in interest income 
on temporary cash investments for the quarter and six months ended 
June 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 increased for the quarter and six months ended 
June 30, 1997, compared to the same periods 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:  August 13, 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,414,402
<SECURITIES>                                         0
<RECEIVABLES>                                  495,715
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,910,117
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              67,955,972
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