AMERICA FIRST TAX EXEMPT MORTGAGE FUND LTD PARTNERSHIP
8-K/A, 1998-12-28
ASSET-BACKED SECURITIES
Previous: CITIFUNDS MULTI STATE TAX FREE TRUST, 485BPOS, 1998-12-28
Next: EATON VANCE MUNICIPALS TRUST, 485BPOS, 1998-12-28



































































                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 8-K/A

                                 CURRENT REPORT

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

               Date of Report (Date of earliest event reported):
                                December 15, 1998


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


      Delaware      	                   					               0-14314
- - --------------------                                ------------------------
(State of Formation)						                          (Commission File Number)

                                  47-0695511
                     ------------------------------------
                     (IRS Employer Identification Number)


   Suite 400, 1004 Farnam Street,
          Omaha, Nebraska                                             68102
- - ----------------------------------------                            ----------
(Address of principal executive offices)	                           (Zip Code)


	                               (402) 444-1630
             ----------------------------------------------------
	            (Registrants' telephone number, including area code)


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

































<PAGE>                               - i -
Item 7. Financial Statements and Exhibits.

        (c) Exhibits. 

16.01 Letter, dated December 22, 1998, from Registrant's former principal 
independent accountant.  






































































<PAGE>                               - 1 -
                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, hereunto duly authorized.

                              AMERICA FIRST TAX EXEMPT MORTGAGE
                              FUND LIMITED PARTNERSHIP, the Registrant

                              By America First Capital Associates Limited
                              Partnership Two, its general partner

                              By America First Companies L.L.C, its general
                              partner

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



     Dated:  December 24, 1998





















































<PAGE>                               - 2 -
[PricewaterhouseCoopers LLP Letterhead]







December 22, 1998




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

Commissioners:

We have read the statements made by America First Tax Exempt Mortgage Fund 
Limited Partnership (copy attached), which we understand will be filed with 
the Commission, pursuant to Item 4 of Form 8-K/A, as part of the Company's 
Form 8-K/A report for the month of December 1998.  We agree with the 
statements concerning our Firm in such Form 8-K/A.

Very truly yours,



PricewaterhouseCoopers LLP











































<PAGE>                               - 3 -


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