AMERICA FIRST PREP FUND 2 PENSION SERIES LTD PARTNERSHIP
10-Q, 1996-05-16
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 March 31, 1996 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:  0-17582

  AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)

Delaware                                                47-0719051            
(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 PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                             Mar. 31, 1996       Dec. 31, 1995
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Assets
 Cash and temporary cash investments, at cost which                                                                            
  approximates market value                                                                  $   1,816,037       $   1,813,499
 Investment in mortgage-backed securities (Note 5)                                               9,150,253           9,361,640
	Investment in preferred real estate participations (PREPs),
	 net of valuation allowance (Note 6)                                                                 -                   -
	Interest receivable																																																																																63,676              64,454
 Other assets                                                                                       49,805														49,375
                                                                                             --------------      --------------
                                                                                             $  11,079,771       $  11,288,968
                                                                                             ==============      ==============
Liabilities and Partners' Capital
 Liabilities                                                                                                                   
  Accounts payable (Note 7)                                                                  $      41,812       $      58,676
  Distribution payable (Note 4)                                                                    210,699             213,157
                                                                                             --------------      --------------
                                                                                                   252,511             271,833
                                                                                             --------------      --------------
 Partners' Capital
  General Partner                                                                                      100                 100
  Beneficial Unit Certificate Holders
  ($11.95 per BUC in 1996 and $12.16 in 1995)                                                   10,827,160          11,017,035
                                                                                             --------------      --------------
                                                                                                10,827,260          11,017,135
                                                                                             --------------      --------------
                                                                                             $  11,079,771       $  11,288,968
                                                                                             ==============      ==============
</TABLE>
AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                    For the             For the
                                                                                              Quarter Ended       Quarter Ended
                                                                                              Mar. 31, 1996       Mar. 31, 1995
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Income
 Mortgage-backed securities income                                                           $     169,559       $     185,578
 Equity in earnings of property partnerships                                                        40,154              36,281
 Interest income on temporary cash investments                                                      23,623              19,831
                                                                                             --------------      --------------
                                                                                                   233,336             241,690
Expenses
 General and administrative expenses (Note 7)                                                       44,955              44,616
                                                                                             --------------      --------------
Net income                                                                                   $     188,381       $     197,074
                                                                                             ==============      ==============
Net income allocated to:
 General Partner                                                                             $       3,183       $       3,332
 BUC Holders                                                                                       185,198             193,742
                                                                                             --------------      --------------
                                                                                             $     188,381       $     197,074
                                                                                             ==============      ==============
Net income per BUC                                                                           $         .20       $         .21
                                                                                             ==============      ==============

The accompanying notes are an integral part of the financial statements.
</TABLE>





<PAGE>                               - 1 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE QUARTER ENDED MARCH 31, 1996
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           Beneficial Unit
                                                                              General          Certificate
                                                                              Partner              Holders               Total
                                                                        --------------     ----------------     ---------------
<S>                                                                     <C>                <C>                  <C>   
Partners' Capital (excluding net unrealized holding (gains) losses)
 Balance at December 31, 1995                                           $         100      $    10,994,431      $   10,994,531
 Net income                                                                     3,183              185,198             188,381
 Cash distributions paid or accrued (Note 4)                                   (3,183)            (315,097)           (318,280)
                                                                        --------------     ----------------     ---------------
                                                                                  100           10,864,532          10,864,632
                                                                        --------------     ----------------     ---------------
Net unrealized holding (gains) losses
 Balance at December 31, 1995                                                    -                  22,604              22,604
 Net change                                                                      -                 (59,976)            (59,976)
                                                                        --------------     ----------------     ---------------
                                                                                 -                 (37,372)            (37,372)
                                                                        --------------     ----------------     ---------------
Balance at March 31, 1996                                               $         100      $    10,827,160      $   10,827,260
                                                                        ==============     ================     ===============
</TABLE>
AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                   For the             For the
                                                                                             Quarter Ended       Quarter Ended
                                                                                             Mar. 31, 1996       Mar. 31, 1995
                                                                                            ---------------     ---------------
<S>                                                                                         <C>                 <C>   
Cash flows from operating activities                                                                                           
 Net income                                                                                 $      188,381      $      197,074
  Adjustments to reconcile net income to net cash 
   provided by operating activities
    Equity in earnings of property partnerships                                                    (40,154)            (36,281)
    Amortization of discount on mortgage-backed securities                                          (1,491)             (1,896)
    Decrease (increase) in interest receivable                                                         778                 (89)
    Increase in other assets                                                                          (430)               (296)
    Decrease in accounts payable                                                                   (16,864)             (4,458)
                                                                                            ---------------     ---------------
 Net cash provided by operating activities                                                         130,220             154,054

Cash flows from investing activities
 Mortgage principal payments received                                                              152,902             126,307
 Distributions received from PREPs                                                                  40,154              36,281
                                                                                            ---------------     ---------------
 Net cash provided by investing activities                                                         193,056             162,588

Cash flow used in financing activity
 Distributions paid                                                                               (320,738)          (445,641)
                                                                                            ---------------     ---------------
Net increase (decrease) in cash and temporary cash investments                                       2,538           (128,999)
Cash and temporary cash investments at beginning of period                                       1,813,499           1,551,380 
                                                                                            ---------------     ---------------
Cash and temporary cash investments at end of period                                        $    1,816,037      $    1,422,381 
                                                                                            ===============     ===============
The accompanying notes are an integral part of the financial statements.
</TABLE>









<PAGE>                               - 2 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)

1. ORGANIZATION

America First PREP Fund 2 Pension Series Limited Partnership (the Partnership) 
was formed on February 2, 1988, under the Delaware Revised Uniform Limited 
Partnership Act for the purpose of acquiring a portfolio of federally-insured 
multifamily mortgages and other investments including preferred real estate 
participations (PREPs).  PREPs consist of equity interests which are intended 
to provide the Partnership with a participation in the net cash flow and net 
sale or refinancing proceeds of the properties collateralizing the mortgage 
loans.  The Partnership began operations with the first escrow closing on May 
25, 1988, and will continue in existence until December 31, 2017, unless 
terminated earlier under the provisions of the Partnership Agreement.  The 
General Partner of the Partnership is America First Capital Associates Limited 
Partnership Six (AFCA 6).    

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, 1995.  In the opinion of	management, all normal and recurring 
    adjustments necessary to present fairly	the financial position at March 
    31, 1996, 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 Mortgage-Backed Securities
    Investment securities are classified as held-to-maturity, 
    available-for-sale, or trading.  Investments classified as 
    held-to-maturity are carried at amortized cost.  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 the 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 trading.

 C) Investment in PREPs
    The investment in PREPs consists of interests in limited partnerships 
    which own properties underlying the mortgage-backed securities and are 
    accounted for	using the equity method.  PREPs are not insured or 
    guaranteed.  The value of these investments is a function of the value of 
    the real estate underlying the PREPs.  The investments have been reduced to
    zero and earnings are recorded to the extent that distributions are 
    received.

 D) Allowance for Losses on Investments in PREPs
    The allowance for losses on investments in PREPs is a valuation reserve 
    which has been established at a level that management feels is adequate to 
    absorb potential losses on investments in PREPs.  The allowance is based 
    on management's best estimate of the net realizable value of such 
    properties; however, the ultimate realized values may vary from these 
    estimates.  The allowance is periodically reviewed and adjustments are 
    made to the allowance when there are significant changes in the estimated 
    net realizable value of the properties underlying the PREPs.



<PAGE>                               - 3 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)

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

 F) Temporary Cash Investments
    Temporary cash investments are invested in short-term debt securities 
			 purchased with an original maturity of three months or less. 

	G) Net Income Per BUC
			 Net income per BUC has been calculated based on the number of BUCs 
			 outstanding (905,974) for all periods presented.

3. PARTNERSHIP RESERVE ACCOUNT

The Partnership maintains a reserve account which consisted of the following 
at March 31, 1996:

<TABLE>
<S>                                                                   <C>
 Cash and temporary cash investments                                  $    1,629,682
 GNMA Certificates                                                         1,647,573
 FNMA Certificates                                                         1,276,519
                                                                      ---------------
                                                                      $    4,553,774
																																																																						===============
</TABLE>

The reserve account was established to maintain working capital for the 
Partnership and is available for distribution to BUC Holders and for any 
contingencies related to Permanent Investments and the operation of the 
Partnership.  See Note 5 regarding the investment in mortgage-backed 
securities.

4. PARTNERSHIP INCOME, EXPENSES AND CASH DISTRIBUTIONS

The Partnership Agreement contains provisions for distributing the cash 
available for distribution and for the allocation of income and expenses for 
tax purposes among AFCA 6 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.

5. INVESTMENT IN MORTGAGE-BACKED SECURITIES

The mortgage-backed securities held by the Partnership represent Government 
National Mortgage Association (GNMA) Certificates and Federal National 
Mortgage Association (FNMA) Certificates.  The GNMA Certificates are backed by 
first mortgage loans on multifamily housing properties and pools of 
single-family properties.  The FNMA Certificates are backed by pools of 
single-family properties.  The GNMA Certificates are debt securities issued by 
a private mortgage lender and are guaranteed by GNMA as to the full and timely 
payment of principal and interest on the underlying loans.  The FNMA 
Certificates are debt securities issued by FNMA and are guaranteed as to the 
full and timely payment of principal and interest on the underlying loans.

At March 31, 1996 the total amortized cost, gross unrealized holding gains, 
gross unrealized holding losses, and aggregate fair value of 
available-for-sale securities are $2,961,464, $26,167, $63,539 and $2,924,092, 
respectively.  The total amortized cost, gross unrealized holding gains, gross 
unrealized holding losses, and aggregate fair value of held-to-maturity 
securities are $6,226,161, $156,812, $290,074 and $6,092,899, respectively. 







<PAGE>                               - 4 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)

Descriptions of the Partnership's mortgage-backed securities at March 31, 
1996, are as follows:

<TABLE>
<CAPTION>
                                          					               			    Number	 	 Interest				 					Maturity     						Carrying 
  Type of Security and Name        					  Location              			of Units    	   Rate  		  								Date       						Amount 
  ----------------------------------				  --------------------     --------    --------  		 -------------    ---------------
  <S>                              					  <C>                     	<C>         <C>   						 <C>			    		     <C> 
  Held-to-Maturity
    GNMA Certificates:                                                                                       
     Ashwood Apartments            					  Tulsa, OK              					144      			9.25%    						07/15/23    $  	  	559,796
     Broadmoor Court	              					  Colorado Springs, CO        	46		    			9.25%    						10/15/29			     			583,216
			  Owings Chase Apartments												  Pikesville, MD														234				 				6.75%    						12/15/23									3,223,048
			  Pools of single-family properties 			  																										   				 				8.74%(1) 		2016 to 2018									1,860,101
                                                                                                              --------------
                                                                                                                  6,226,161
                                                                                                              --------------

  Available-for-Sale
    GNMA Certificates:
			  Pools of single-family properties												  																		   								 6.03%(1)				 						2008											828,400(2)
			  Pools of single-family properties														  																   								 7.58%(1)					 					2008											819,173(2)

		  FNMA Certificates:
			  Pools of single-family properties																  														   				 				5.52%(1)						 				2000									1,276,519(2)
																																																								  																				 																		 											---------------
																																																										  																			 																		 											 			2,924,092
                                                                                              					 								 ---------------
  Balance at March 31, 1996                                                                                  $    9,150,253 
                                                                                              							 							===============
</TABLE>
(1) Represents yield to the Partnership.
(2)	Reserve account asset - see Note 3.

Reconciliation of the carrying amount of the mortgage-backed securities is as 
follows:
<TABLE>
<S>																																																																																																						<C>
Balance at December 31, 1995																																																																											  $	 	 9,361,640
		Addition
			Amortization of discount on GNMAs																																																																														1,491
		Deductions
			Mortgage principal payments received																																																																								(152,902)
   Net unrealized holding losses on available-for-sale securities                                               (59,976)
																																																																																																									---------------
Balance at March 31, 1996      																																																																					 				$			 9,150,253
																																																																																																									===============
</TABLE>

6.	INVESTMENT IN PREPs

The Partnership's PREPs consist of interests in limited partnerships which own 
multifamily properties financed by the Partnership.  The limited partnership 
agreements originally provided for the payment of a base return on the equity 
provided to the limited partnerships and for the payment of additional amounts 
out of a portion of the net cash flow or net sale or refinancing proceeds of 
the properties subject to various priority payments.  Certain of the 
agreements have been amended to defer payment of the base return.











<PAGE>                               - 5 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)

Descriptions of the PREPs at March 31, 1996, are as follows:

<TABLE>
<CAPTION>
                                                                                                               Carrying
  Name                             Location                 Partnership Name                                     Amount 
  --------------------------       --------------------     -----------------------------              -----------------
  <S>                              <C>                      <C>                                        <C> 
  Broadmoor Court                  Colorado Springs, CO     Stazier Associates Colorado Springs, Ltd.  $         53,547
  Owings Chase Apartments          Pikesville, MD           Owings Chase Limited Partnership                    150,000
  Ashwood Apartments               Tulsa, OK                129th Street Limited Partnership                       -
  Laurel Park Apartments           Riverdale, GA            Gold Key Venture                                       -
                                                                                                       -----------------
                                                                                                                203,547
  Less valuation allowance                                                                                     (203,547)
                                                                                                       -----------------
  Balance at March 31, 1996                                                                            $           -
                                                                                                       =================
</TABLE>
Reconciliation of the carrying amount of the PREPs is as follows:

<TABLE>
<S>                                                                                                    <C>
Balance at December 31, 1995                                                                           $           -
  Addition
   Equity in earnings of property partnerships                                                                   40,154
  Deduction
   Distributions received from PREPs                                                                            (40,154)
                                                                                                       -----------------
Balance at March 31, 1996                                                                              $           -
                                                                                                       =================
</TABLE>

7. TRANSACTIONS WITH RELATED PARTIES

Substantially all the Partnership's general and administrative expenses are 
paid by AFCA 6 or an affiliate and reimbursed by the Partnership.  The amount 
of such expenses reimbursed to AFCA 6 during 1996 was $53,840.  The reimbursed 
expenses are presented on a cash basis and do not reflect accruals made at 
quarter end.

AFCA 6 is entitled to an administrative fee of .35% per annum of the 
outstanding principal amounts invested in mortgage-backed securities, PREPs, 
and temporary cash investments to be paid by the Partnership to the extent 
such amount is not paid by property owners.  During 1996, AFCA 6 earned 
administrative fees of $7,028.  Of this amount, $6,448 was paid by the 
Partnership and the remainder was paid by property owners.

The general partner of the property partnership which owns Owings Chase 
Apartments is principally owned by an employee of an affiliate of AFCA 6.  
Such employee has a nominal interest in the affiliate.  Affiliates of AFCA 6 
also own small interests in the general partner.  The general partner has a 
nominal interest in the property partnership's profits, losses and cash flow 
which is subordinate to the interest of the Partnership.  The general partner 
did not receive cash distributions from the property partnership in 1996.

An affiliate of AFCA 6 has been retained to provide property management 
services for Laurel Park Apartments and Owings Chase Apartments.  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 $9,596.









<PAGE>                               - 6 -

     Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Liquidity and Capital Resources

The Partnership originally acquired: (i) five mortgage-backed securities 
guaranteed as to principal and interest by the Government National Mortgage 
Association (GNMA) collateralized by first mortgage loans on multifamily 
housing properties located in four states, GNMA Certificates backed by pools 
of single-family mortgages (the GNMA Certificates); and (ii) limited 
partnership interests (PREPs) in five limited partnerships which own the 
multifamily housing properties financed by the GNMA Certificates.  The 
Partnership has been repaid by GNMA on the mortgage-backed securities 
collateralized by the Villages at Moonraker and Laurel Park Apartments.  
During the second quarter of 1995, the Partnership withdrew as a limited 
partner of the operating partnership which owns the Villages at Moonraker.  
Therefore, the Partnership no longer has an equity interest in this property.  
The Partnership continues to hold its equity interest in Laurel Park 
Apartments.  Collectively, the remaining GNMA Certificates and the PREPs are 
referred to as the Permanent Investments.

The following table shows the occupancy levels of the properties financed by 
the Partnership at March 31, 1996.

<TABLE>
<CAPTION>
                                                                                                     Number          Percentage
                                                                                 Number            of Units            of Units
 Property Name                               Location                          of Units            Occupied            Occupied
- -------------------------------------        ------------------               ---------          ----------         -----------
<S>                                          <C>                              <C>                <C>                <C>
 Ashwood Apartments                          Tulsa, OK                             144                 143                  99%
 Broadmoor Court                             Colorado Springs, CO                   46                  44                  96%
 Laurel Park Apartments                      Riverdale, GA                         387                 375                  97%
 Owings Chase Apartments                     Pikesville, MD                        234                 221                  94%
                                                                              ---------          ----------         -----------
                                                                                   811                 783                  97%
                                                                              =========          ==========         ===========
</TABLE>

Distributions

Cash distributions paid or accrued per Beneficial Unit Certificate (BUC) were 
as follows:

<TABLE>
<CAPTION>
                                                                                                    For the             For the
                                                                                              Quarter Ended       Quarter Ended
                                                                                              Mar. 31, 1996       Mar. 31, 1995
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Regular monthly distributions
 Income                                                                                      $       .2044       $       .2138
 Return of Capital                                                                                   .1434               .1503
                                                                                             --------------      --------------
                                                                                             $       .3478       $       .3641
                                                                                             ==============      ==============
Distributions
	Paid out of cash flow (including mortgage principal payments)                               $       .3478       $       .3641
                                                                                             ==============      ==============
</TABLE>

Regular monthly distributions to investors consist primarily of interest and 
principal received on GNMA and Federal National Mortgage Association (FNMA) 
Certificates.  Additional cash for distributions is received from PREPs and 
temporary cash investments.  The Partnership may draw on reserves to pay 
operating expenses or to supplement cash distributions to BUC Holders.  The 
Partnership is permitted to replenish its reserves through the sale or 
refinancing of assets.  During 1996, a net amount of $23,003 of undistributed 
mortgage principal payments was placed in reserves.  The total amount held in 
reserves at March 31, 1996, was $4,553,774 of which $2,924,092 was invested in 
GNMA and FNMA Certificates.  


<PAGE>                               - 7 -

The Partnership believes that cash provided by operating and investing 
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-term 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.

Asset Quality

The Partnership continues to receive the full amount of monthly principal and 
interest payments on its GNMA and FNMA Certificates.  The GNMA and FNMA 
Certificates are fully guaranteed as to principal and interest by GNMA and 
FNMA respectively.  The obligations of GNMA are backed by the full faith and 
credit of the United States government.  

PREPs, however, are not insured or guaranteed.  The value of these investments 
is a function of the value of the real estate underlying the PREPs.  It is the 
policy of the Partnership to make a periodic review of the real estate 
underlying the PREPs in order to establish, when necessary, a valuation 
reserve on the investment in PREPs.  The allowance for losses on investment in 
PREPs is based on the fair value of the properties underlying the PREPs.  The 
fair value of the properties underlying the PREPs is based on management's 
best estimate of the net realizable value of such properties; however, the 
ultimate realized values may vary from these estimates.  The allowance is 
periodically reviewed and adjustments are made to the allowance when there are 
significant changes in the estimated net realizable value of the properties 
underlying the PREPs.  Internal property valuations and reviews performed 
during the three months ended March 31, 1996, indicated that the PREPs 
recorded on the balance sheet at March 31, 1996, required no adjustments to 
their current carrying amounts.

The overall status of the Partnership's other Permanent Investments has 
generally remained constant since December 31, 1995.

RESULTS OF OPERATIONS

The table below compares the results of operations for each period shown.
<TABLE>
<CAPTION>
                                                                               For the             For the            Increase
                                                                         Quarter Ended       Quarter Ended           (Decrease)
                                                                         Mar. 31, 1996       Mar. 31, 1995           From 1995
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Mortgage-backed securities income                                       $      169,559      $      185,578      $      (16,019)
Equity in earnings of property partnerships                                     40,154              36,281               3,873
Interest income on temporary cash investments                                   23,623              19,831               3,792
                                                                        ---------------     ---------------     ---------------
                                                                               233,336             241,690              (8,354)
General and administrative expenses                                            (44,955)            (44,616)                339
                                                                        ---------------     ---------------     ---------------
Net income                                                              $      188,381      $      197,074      $       (8,693)
                                                                        ===============     ===============     ===============
</TABLE>

Mortgage-backed securities income decreased for the quarter March 31, 1996, 
compared to the same period in 1995.  This decrease was primarily due to the 
continued amortization of the principal balances of the mortgage-backed 
securities.

Equity in earnings of property partnerships is a function of the cash flow 
received by the Partnership from its interest in the operating partnerships 
which own the properties.  Equity in earnings of property partnerships 
increased for the quarter ended March 31, 1996, compared to the same period in 
1995.  This increase was a result of an increase in cash flow received from 
Broadmoor Court.

The increase in interest on temporary cash investments for the quarter ended 
March 31, 1996, compared to the same period in 1995 was primarily attributable 
to the increase in cash reserves as undistributed principal was placed in 
reserves throughout 1995 and the first quarter of 1996.

<PAGE>                               - 8 -

PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               4(a) Agreement of Limited Partnership dated May 25, 1988
                    (incorporated herein by reference to Form 10-Q dated 
                    June 30, 1988 filed pursuant to Section 13 or 15(d) of 
                    the Securities Act of 1934 by America First PREP Fund 2 
                    Pension Series Limited Partnership (Commission File No.
                    33-13407)).

               4(b) Form of Certificate of Beneficial Unit Certificate 
                    (incorporated herein by reference to Form 10-Q dated 
                    June 30, 1988 filed pursuant to Section 13 or 15(d) of 
                    the Securities Act of 1934 by America First PREP Fund 2 
                    Pension Series Limited Partnership (Commission File No. 
                    33-13407)).

          (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>                               - 9 -

	                                  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:  May 15, 1996          AMERICA FIRST PREP FUND 2
                              PENSION SERIES LIMITED PARTNERSHIP

                              By America First Capital
                                   Associates Limited
                                   Partnership Six, General
                                   Partner

                              By America First Companies L.L.C.,
                                   General Partner


                              By /s/ Michael Thesing             
                                   Michael Thesing
                                   Vice President, Secretary,
                                   Treasurer and Chief Financial
                                   Officer




















































<PAGE>                               - 10 -


<TABLE> <S> <C>

<ARTICLE> 5
       
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<PERIOD-END>                               MAR-31-1996
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                                0
                                          0
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</TABLE>


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