UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File
Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934
Commission File Number 0-15854
AMERICA FIRST PARTICIPATING/PREFERRED EQUITY
MORTGAGE FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its certificate of limited
partnership)
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
(402) 444-1630
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Exchangeable Units representing assigned limited partnership interests in
America First Participating/Preferred Equity Mortgage Fund Limited Partnership
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) <checked-box> Rule 12h-3(b)(1)(i) <checked-box>
Rule 12g-4(a)(1)(ii) <square> Rule 12h-3(b)(1)(ii) <square>
Rule 12g-4(a)(2)(i) <square> Rule 12h-3(b)(2)(i) <square>
Rule 12g-4(a)(2)(ii) <square> Rule 12h-3(b)(2)(ii) <square>
Rule 15d-6 <checked-box>
Approximate number of holders of record as of the certification or notice date:
None
Pursuant to the requirements of the Securities Exchange Act of 1934,
America First Mortgage Investments, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.
America First Mortgage Investments, Inc.
Date: APRIL 24, 1998
______________________________________________
By: Stewart Zimmerman
NH35475.1
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