AMERICA FIRST TAX EXEMPT MORTGAGE FUND LTD PARTNERSHIP
DEFA14A, 1998-10-23
ASSET-BACKED SECURITIES
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October 21, 1998





Dear Investor:

We recently received your ballot on the proposed merger of the America First 
Tax Exempt Mortgage Fund L.P. in which you are an investor.  You might recall 
that you voted against the merger, and I am writing this letter to ask you to 
reconsider your vote.  The board of directors believes that this merger will 
be beneficial for limited partners.

I would be pleased to answer, on a personal basis, any questions you may have 
and I respectfully request you give me that opportunity.  I can be reached at 
1-800-283-2357 or on my direct line, 402/930-3081.  I would appreciate a call 
at your convenience to review the transaction and to discuss with you the 
risks and rewards.  The current investment climate is creating opportunities 
that our Fund cannot take advantage of without making the proposed changes.

Thank you for your consideration.

Sincerely,



Maurice E. Cox, Jr.
Executive Vice President

MEC/cca


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