FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

[X] QUARTERLY ~~Quarterly~~REPORT ~~report~~PURSUANT ~~pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange Act~~EXCHANGE ofACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2001 or~~2002

~~Transition report pursuant to Section 13 or 15(d) of the Securities~~OR ~~Exchange Act of 1934~~

[ ] 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: 0-20737

AMERICA FIRST APARTMENT INVESTORS, L.P.
(Exact name of registrant as specified in its charter)

Delaware 47-0797793
(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)

(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

- i -

Part I. Financial Information Item 1. Financial Statements AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER, 30, 2001 (UNAUDITED)

1. Basis of Presentation

The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial position at September 30, 2001, and results of operations for all periods presented have been made. The results of operations for the nine-month period ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform with the current period classification.

The preparation of financial statements in conformity with GAAP 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.

2. BUC Repurchase Plan

In connection with the Partnership's plan to repurchase up to $2,000,000 of the Partnership's Beneficial Unit Certificates (BUCs), the Partnership purchased and cancelled, in open market transactions, 4,300 BUCs at an aggregate cost of $41,659 during the nine months ended September 30, 2001 (none during the three months ended September 30, 2001).

3. Bonds Payable

Bonds payable with an aggregate principal of $10,910,000 carry a floating interest rate pursuant to a swap transaction with a third party. The floating interest rate averaged 2.89% and 3.54% for the three and nine month periods ended September 30, 2001.

In January 2001, the Partnership amended certain terms of a swap agreement on bonds payable with an aggregate principal of $15,544,378, converting the floating interest rate to a fixed rate of 4.5% for the remaining term of the initial swap.

4. Transactions with Related Parties

Substantially all of the Partnership's general and administrative expenses are paid by the general partner of the Partnership, America First Capital Associates Limited Partnership Four (AFCA 4), or an affiliate and reimbursed by the Partnership. The amount of general and administrative expenses reimbursed to AFCA 4 for the three and nine months ended September 30, 2001, was $149,458 and $770,124 respectively. The reimbursed expenses are presented on a cash basis and do not reflect accruals made at quarter end which are reflected in the accompanying financial statements.

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER, 30, 2001 (UNAUDITED)

Pursuant to the Limited Partnership Agreement, AFCA 4 is entitled to an administrative fee from the Partnership based on the original amount of the mortgage bonds which were foreclosed on by the Partnership and the purchase price of any additional properties acquired by the Partnership. The amount of such fees paid to AFCA 4 for the three and nine months ended September 30, 2001, was $220,757 and $662,272, respectively.

Pursuant to the terms of the Limited Partnership Agreement, AFCA 4 is entitled to receive a property acquisition fee from the Partnership in connection with the identification, evaluation and acquisition of additional properties and the financing thereof. There were no acquisition fees incurred during the three or nine months ended September 30, 2001.

An affiliate of AFCA 4 was retained to provide property management services for the multifamily properties owned by the Partnership. 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 $281,116 and $844,266 for the three and nine months ended September 30, 2001.

5. New Accounting Pronouncement

The Partnership adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133) effective January 1, 2001. This statement provides new accounting and reporting standards for the use of derivative instruments. It requires the recognition of all derivative instruments as assets or liabilities in the Partnership's consolidated balance sheet and measurement of these instruments at fair value. The accounting treatment is dependent upon whether or not a derivative instrument is designated as a hedge and, if so, the type of hedge. The change in fair value of freestanding derivative instruments is recognized in earnings in the absence of a specific hedge designation. The Partnership has entered into interest swap agreements as described in Note 3 to manage its exposure to changes in interest rates. The fair value of interest rate swap agreements is reflected as a liability of $78,000 on the September 30, 2001 balance sheet and is included in accounts payable and accrued expenses. The Partnership recorded a $23,000 gain and a $78,000 loss for the three and nine months ended September 30, 2001, respectively, representing the change in fair value of the swap agreements. The adoption of this statement on January 1, 2001, did not have a material impact on the Partnership's financial statements and there was no transitional adjustment upon adoption.

AMERICA FIRST APARTMENT INVESTORS, L.P.

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

~~The~~PART ~~following~~I ~~discussion~~FINANCIAL should be read in conjunction with all of the financial statements and notes included in Item 1 of this report as well as the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000.INFORMATION

AtITEM ~~September~~1 ~~30,~~FINANCIAL 2001, the Partnership owned 15 apartment complexes located in seven states and one office/warehouse facility with a combined depreciated cost of $125,018,492 as of that date. The following table sets forth certain information regarding the Partnership's real estate as of September 30, 2001:STATEMENTS

Consolidated Balance Sheets as of March 31, 2002 (1Unaudited) and ~~Represents~~December ~~square~~31, ~~feet.~~2001

~~Liquidity~~Consolidated ~~and~~Statements ~~Capital~~of ~~Resources~~Operations for the three months ended March 31, 2002 and

~~The~~ ~~Partnership's~~2001 short-term liquidity needs include the payment of operating expenses, current debt service requirements, distributions to BUC holders and the acquisition of Partnership BUCs. The Partnership's long-term liquidity requirements consist of funding acquisitions and repayment of maturing secured debt. The Partnership anticipates that cash-on-hand and cash provided by operating and investing activities will be sufficient to meet most of its short-term and long-term liquidity requirements, including distributions to BUC holders the Partnership does anticipate that future property acquisitions will be financed by the assumption of existing taxable mortgage debt on properties to be acquired, the origination of new debt or the issuance of tax-exempt mortgage bonds. The Partnership currently does not anticipate entering into short-term and long-term arrangements for purposes of paying expenses, making distributions and repurchasing BUCs; however, the Partnership has the authority to enter into such arrangements. The Partnership is not authorized to issue additional BUCs to meet short-term or long-term liquidity requirements.(Unaudited)

7Consolidated Statement of Partners' Capital for the three months ended March 31, 2002 (Unaudited)

~~AMERICA~~Consolidated ~~FIRST~~Statements ~~APARTMENT~~of ~~INVESTORS~~Cash Flows for the three months ended March 31, ~~L.P.~~2002 and

At ~~September 30,~~ 2001, the Partnership had debt obligations under twelve financing arrangements with an aggregate principal balance outstanding of approximately $83,692,000. Such debt obligations consisted of ten tax-exempt mortgage bonds with an aggregate principal balance outstanding of approximately $65,628,000 and two mortgage notes payable with a combined principal amount outstanding of approximately $18,064,000. Six of the debt obligations which total approximately $37,182,000 require monthly, semiannual or annual payments of principal and interest while six bonds with an aggregate principal amount of approximately $46,510,000 require only semiannual payments of interest. Maturity dates range from July 2004 to March 2022. Each financing arrangement is a "non-recourse" obligation that is secured by a first mortgage or deed of trust on one or two of the Partnership's apartment complexes. Principal and interest payments on debt obligations are made solely from the net cash flow and/or net sale or refinancing proceeds of the mortgaged properties.(Unaudited)

InNotes ~~January 2001, certain terms of the Partnership's swap agreements with respect~~ to ~~Belvedere~~Consolidated ~~Apartments,~~Financial ~~Oakhurst~~Statements Apartments and The Exchange at Palm Bay were amended. The amendment effectively resulted in the conversion of the Partnership's variable rate financing on the related bonds to a fixed rate of 4.5% per annum for the remaining term of the initial swap agreements, i.e. until December 6, 2004. As a result, approximately 87% of the Partnership's financing arrangements are fixed-rate obligations with a weighted average interest rate of 5.66% at September 30, 2001. The remaining 13% of the financing arrangements have variable rates which averaged 3.54% for the nine months ended September 30, 2001 (~~2.89% for the three months ended September 30, 2001~~Unaudited).

InITEM ~~connection with the Partnership's plan to repurchase up to $~~2~~,000,000~~ ~~of the Partnership~~MANAGEMENT'sS ~~Beneficial~~DISCUSSION ~~Unit~~AND ~~Certificates~~ANALYSIS ~~(BUCs),~~OF ~~the~~FINANCIAL ~~Partnership~~CONDITION AND ~~purchased~~RESULTS ~~and~~OF cancelled, in open market transactions, 4,300 BUCs at an aggregate cost of $41,659 and an average cost of $9.69 per BUC during the nine months ended September 30, 2001 (none during the three months ended September 30, 2001). Since implementing the repurchase plan in January 2000, the Partnership purchased and cancelled in open market transactions, 189,100 BUCs at an aggregate cost of $1,748,507 and an average cost of $9.25 per BUC.OPERATIONS

~~Cash~~ITEM ~~distributions~~3 ~~paid~~QUANTITATIVE orAND ~~accrued~~QUALITATIVE toDISCLOSURES ~~BUC~~ABOUT ~~holders for the periods shown were as follows:~~MARKET RISK

~~Future~~PART ~~distributions~~II toOTHER ~~BUC holders will depend on the amount of net rental income and interest income earned by the Partnership and the amount of undistributed cash.~~ INFORMATION

The terrorist attacks which occurred in New York City and Washington, D.C. on September 11, 2001, and the subsequent military actions taken by the United States and its allies in response, have caused significant uncertainty in the global financial markets. While the short-term and long-term effects of these events and their potential consequences are uncertain, they could have a material adverse effect on general economic conditions, consumer confidence and market liquidity. Among costs on our variable rate bonds payable to increase and have a negative impact on earnings. In addition, a downturn in the

AMERICA FIRST APARTMENT INVESTORS, L.P.

economy may have an adverse effect on the occupancy and rental income earned by our properties. The location of the Partnership's properties is intended to diversify and mitigate the effect of a severe economic downturn in concentrated geographical areas; however, a market-wide downturn would have a negative impact on our earnings.

Results of Operations

Comparison of the Three Months Ended September 30, 2001 and September 30, 2000

Rental income increased $747,740 (approximately 13.3%) for the three months ended September 30, 2001, compared to the same period in 2000. Approximately $395,069 and $361,312 of such increase is due to the acquisitions of Oakhurst Apartments and Belvedere Apartments, respectively, in December 2000. The increase from these acquisitions is partially offset by a net decrease of $8,641 in rental income earned at the Partnership's remaining 14 properties. The net decrease is due to a slight decline in average occupancy as well as attributed increases and decreases at certain properties as described below. Average occupancy for the three months ended September 30, 2001 was 95% compared to 97% for the comparable period of 2000.

Rental income at Coral Point, The Park at Fifty Eight, St. Andrews at Westwood Apartments, Oakwell Farms Apartments, and one other property decreased by $31,601, $57,905, $42,460, $40,670, and $774 respectively. These decreases are attributed to declines in occupancy and the use of rental concessions and incentives to maintain occupancy levels in more competitive markets.

Rental income at Covey at Fox Valley, Jackson Park Place, The Exchange at Palm Bay, Littlestone at Village Green, and the Partnership's remaining five properties increased by $17,242, $41,300, $26,617, $36,644, and $42,966, respectively. Such increases are attributed to the maintenance of strong occupancy levels and the less competitive markets in which these properties are located.

Mortgage investment income decreased $24,865 for the three months ended September 30, 2001 compared to the three months ended September 30, 2000 due to a decrease in interest earned on a subordinate note due from Jefferson Place. Investment income earned on the subordinate note is a function of the excess cash flow generated by the underlying property.

Interest income on cash and cash equivalents decreased $122,504 (approximately 48.6%) for the three months ended September 30, 2001, compared to the same period in 2000 due to a decrease in the average cash balance resulting from property acquisitions in December 2000 and a decrease in the average interest rate earned on such balances.

Real estate operating expenses increased $293,112 (approximately 10.5%) for the three months ended September 30, 2001, compared to the same period in 2000. This increase is attributable to: (i) expenses of $177,890 and $151,053 resulting from the acquisitions of Oakhurst Apartments and Belvedere Apartments, respectively, in December 2000. These increases are partially offset by a net decrease of $35,831, primarily due to (i) decreases of approximately $50,000 and $58,000 at Coral Point and Oakwell Farms Apartments, respectively, due to reductions in salaries and repairs and maintenance expenses,from the comparable period in 2000; (ii) offset by an aggregate net increase of approximately $72,000 for the Partnerships other twelve properties.

Depreciation expense increased $176,173 (approximately 16.6%) for the three months ended September 30, 2001, compared to the same period in 2000. This increase is primarily attributable to the acquisitions of Oakhurst Apartments and Belvedere Apartments in December 2000, partially offset by a decrease due to certain assets of The Exchange at Palm Bay becoming fully depreciated.

AMERICA FIRST APARTMENT INVESTORS, L.P.

Interest expense increased $112,612 (approximately 11.3%) for the three months ended September 30, 2001, compared to the same period in 2000. This increase is primarily due to: (i) interest of $57,068 and $51,682 incurred on the bonds payable for Oakhurst Apartments and Belvedere Apartments, respectively, which were acquired in December 2000; (ii) interest of $61,561 on the borrowings for The Exchange at Palm Bay obtained in December 2000 partially offset by (iii) a decrease of $50,055 on the variable-rate borrowings for The Hunt Apartments and Greenbriar Apartments due to a decrease in the average interest rate on such financings; and (iv) a decrease of $7,644 other borrowings due to the slight amortization of principal balances on such borrowings.

The Partnership recorded a gain of $23,000 on its interest rate swap agreements for the three months ended September 30, 2001, representing the change in fair value of the Partnership swap agreements. The Partnership adopted the Statement of Financial Accounting Standards (SFAS 133) regarding derivatives on January 1, 2001.

Amortization of debt financing costs increased $19,665 (approximately 41.3%) for the three months ended September 30, 2001 compared to the same period in 2000 due to the additional debt obligations incurred in December 2000 for Oakhurst Apartments, Belvedere Apartments and The Exchange at Palm Bay and the costs incurred in obtaining such debt financing.

General and administrative expenses increased $31,820 (approximately 8.3%) for the three months ended September 30, 2001, compared to the same period in 2000. This increase is primarily due to an increase in administrative fees of $27,307 resulting from the acquisition of additional properties in December 2000 and an increase of $4,513 in other general and administrative expenses.

Comparison of the Nine Months Ended September 30, 2001 and September 30, 2000

Rental income increased $2,338,177 (approximately 14.0%) for the nine months ended September 30, 2001, compared to the same period in 2000. Approximately $1,155,325 and $1,086,057 of such increase is the result of the acquisitions of Oakhurst Apartments and Belvedere Apartments, respectively, in December 2000. The remaining net increase of $96,795 is the result of increases and decreases at certain properties as described below and the maintenance of consistent occupancy levels at the majority of the properties. Average occupancy for the nine months ended September 30, 2001 was 96% compared to 97% for the comparable period of 2000.

Rental income at Coral Point, The Park at Fifty Eight, St. Andrews at Westwood Apartments and Oakwell Farms Apartments decreased by $26,720, $57,267, $100,337, and $51,826, respectively. These decreases are attributed to declines in occupancy and the use of rental concessions and incentives to maintain occupancy levels in more competitive markets.

Rental income at Covey at Fox Valley, Jackson Park Place, The Exchange at Palm Bay, the Retreat and the Partnership'sremaining six properties increased by $81,017, $82,014, $65,768, $69,028 and $35,118, respectively. Such increases are attributed to the maintenance of strong occupancy levels and the less competitive markets in which these properties are located.

Mortgage investment income decreased $55,185 for the nine months ended September 30, 2001 compared to the same period in 2000 due to a decrease in interest earned on a subordinate note due from Jefferson Place. Investment income earned on the subordinate note is a function of the excess cash flow generated by the underlying property.

Interest income on cash and cash equivalents decreased $272,826 (approximately 37.5%) for the nine months ended September 30, 2001 compared to the same period in 2000. This decrease was primarily due to a decrease in the average cash balance due to the acquisition of additional properties in December 2000 and a decrease in the average interest rate earned on such balances.

AMERICA FIRST APARTMENT INVESTORS, L.P.

Real estate operating expenses increased $957,381 (approximately 11.9%) for the nine months ended September 30, 2001, compared to the same period in 2000. This increase is attributable to: (i) expenses of $516,078 and $439,875 resulting from the acquisitions of Oakhurst and Belvedere Apartments in December 2000, respectively. The remaining net increase of $1,428 is comprised of (i) a $50,480 increase at Covey at Fox Valley due to increases in employee benefit expenses and repairs and maintenance; (ii) a $43,567 increase at Park Trace due to increases in salary expenses, repairs and maintenance and advertising costs; (iii) a $52,656 decrease at Oakwell Farms Apartments due to decreases in salaries and repairs and maintenance; and (iv) a net $41,391 decrease at the Partnership's other eleven properties.

Depreciation expense increased $476,233 (approximately 14.7%) for the nine months ended September 30, 2001, compared to the same period in 2000. This increase is primarily attributable to the acquisition of Oakhurst Apartments and Belvedere Apartments in December 2000, partially offset by a decrease due to certain assets at The Exchange at Palm Bay becoming fully depreciated.

Interest expense increased $393,938 (approximately 13.2%) for the nine months ended September 30, 2001, compared to the same period in 2000. This increase is primarily due to: (i) interest of $173,108 and $156,417 incurred on the bonds payable of Oakhurst Apartments and Belvedere Apartments, respectively, which were acquired in December 2000; (ii) interest of $181,757 on the borrowings for The Exchange at Palm Bay obtained in December 2000 partially offset by (iii) a decrease of $93,387 on the variable-rate borrowings for The Hunt Apartments and Greenbriar Apartments due to a decrease in the average interest rate on such financings and (iv) a decrease of $23,957 on the other borrowings due to the slight amortization of principal balances on such borrowings.

The Partnership recorded a loss of $78,000 for the nine months ended September 30, 2001 on interest rate swap agreements. No such losses were recorded for the comparable period of 2000 as the Partnership adopted the Statement of Financial Accounting Standard (SFAS 133) regarding derivatives on January 1, 2001.

Amortization of debt financing costs increased $60,336 (approximately 42.3%) due to the additional debt obligations incurred in December 2000 for Oakhurst Apartments, Belvedere Apartments and The Exchange at Palm Bay and the costs incurred in obtaining such debt financing.

General and administrative expenses increased $77,771 (approximately 6.6%) for the nine months ended September 30, 2001, compared to the same period in 2000. This increase is primarily due to an increase in administrative fees of $81,923 resulting from the acquisition of additional properties in December 2000 which was partially offset by a net decrease of $4,152 in other general and administrative expenses.

Funds from Operations

The Partnership considers Funds From Operations ("FFO") to be a key measure of its performance and should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Partnership's operating performance and liquidity.

FFO increased $166,162 or 9.7% to $1,877,980 for the three months ended September 30, 2001, compared to $1,711,818 for the same period in 2000. FFO increased $442,740 or 8.4% to $5,687,088 for the nine months ended September 30, 2001 compared to $5,244,348 for the same period in 2000.

AMERICA FIRST APARTMENT INVESTORS, L.P.

joint ventures. The Partnership computes FFO in accordance with standards established by NAREIT which may not be comparable to FFO reported by other entities that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Partnership. FFO does not represent cash generated from operating activities determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of the Partnership's financial performance or to GAAP cash flow from operating activities as a measure of the Partnership's liquidity, nor is it indicative of funds available to fund the Partnership's cash needs, including its ability to make cash distributions. FFO may include funds that may not be available for management's discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards (FAS) No. 141, "Business Combinations" and FAS No. 142, "Goodwill and Other Intangible Assets" which provide guidance on how entities are to account for business combinations and for the goodwill and other intangible assets that arise from those combinations or are acquired otherwise. These standards are effective for the Partnership on January 1, 2002. The Partnership presently has no goodwill recorded and, as a result, the adoption of the new pronouncements is not expected to have a significant impact on the financial statements.

In October 2001, the FASB issued FAS No. 144, " Accounting for the Impairment of Long-Lived Assets", which provides guidance on the accounting of long-lived assets to be held and used or to be disposed of and the reporting of discontinued operations. The adoption of this standard, which is effective for the Partnership on January 1, 2002, is not expected to have a significant impact on the financial statements of the Partnership.

Forward Looking Statements

This report contains forward looking statements that reflect management's current beliefs and estimates of future economic circumstances, industry conditions, the Partnership's performance and financial results. All statements, trend analysis and other information concerning possible or assumed future results of operations of the Partnership and the real estate investments it has made (including, but not limited to, the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations"), constitute forward-looking statements. BUC holders and others should understand that these forward looking statements are subject to numerous risks and uncertainties and a number of factors could affect the future results of the Partnership and could cause those results to differ materially from those expressed in the forward looking statements contained herein. These factors include local and national economic conditions, the amount of new construction, interest rates on single-family home mortgages, government regulation, price inflation, the level of real estate and other taxes imposed on the properties, labor problems and natural disasters.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the Partnership's market risk since December 31, 2000, except as noted below.

In January 2001, certain terms of the Partnership's swap agreements with respect to Belvedere Apartments, Oakhurst Apartments and The Exchange at Palm Bay were amended. The amendment effectively resulted in the conversion of the Partnership's variable-rate financing on the related bonds ($15,544,378) to a fixed rate of 4.5% per annum for the remaining term of the initial swap agreements, i.e. until December 6, 2004.

AMERICA FIRST APARTMENT INVESTORS, L.P.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The following exhibits are filed as part of this report Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:

3. Articles of Incorporation and Bylaws of America First Fiduciary Corporation Number Eight (incorporated by reference to Form S-11 Registration Statement filed May 8, 1986, with the Securities and Exchange Commission by America First Tax Exempt Mortgage Fund 2 Limited Partnership (Commission File No. 33-5521)).

4(a) Form of Certificate of Beneficial Unit Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (Commission File No. 333-2920) filed by the Registrant on March 29, 1996).

4(b) Agreement of Limited Partnership of the Registrant (incorporated by reference to Exhibit 4(b) to Form 8-K (Commission File No. 0-20737) filed by the Registrant on August 23, 1996).

(b) Reports on Form 8-K

The Registrant did not file a report on Form 8-K during the quarter for which this report is filed.

AMERICA FIRST APARTMENT INVESTORS, L.P.

SIGNATURES

~~Pursuant~~Part ~~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~~I. Financial Information

~~Dated:~~Item ~~November~~1. ~~12,~~Financial ~~2001~~ Statements

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES

ByCONSOLIDATED ~~America~~BALANCE ~~First Capital Associates Limited Partnership Four, General Partner of the Registrant~~SHEETS

ByAMERICA ~~America~~FIRST ~~First~~APARTMENT ~~Companies~~INVESTORS, L.LP.~~C., General~~ ~~Partner~~AND ~~of America First Capital Associates Limited Partnership Four~~SUBSIDIARIES

ByCONSOLIDATED ~~/s/~~STATEMENTS ~~Michael~~OF ~~Thesing Michael~~INCOME ~~Thesing~~AND COMPREHENSIVE INCOME

~~Principal Financial Officer of Registrant~~ (UNAUDITED)

14AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2002

(UNAUDITED)

The accompanying notes are an integral part of the consolidated financial statements.

AMERICA FIRST APARTMENT INVESTORS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

1. Basis of Presentation

The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation.

The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial position at March 31, 2002, and the results of operations for all periods presented have been made. The results of op erations for the three-month period ended March 31, 2002 are not necessarily indicative of the results to be expected for the full year.

2. Segment Reporting

The Partnership defines each of its multifamily apartment properties as an individual operating segment. It has also determined that all multifamily properties have similar economic characteristics and also meet the other criteria which permit the multifamily properties to be aggregated into one reportable segment, that being the acquiring, holding, operating and selling of multifamily apartment properties. The Partnership's chief operating decision-makers assess and measure segment operating results based on a performance measure referred to as net operating income at the individual operating segment. Net operating income for each multifamily apartment property represents its net rental revenues less its real estate operating expenses. The Partnership's commercial property is defined as a separate individual operating segment.

The net income, revenues and net operating income for the Partnership's reportable segment for the three-month periods ending March 31, 2002 and 2001 are summarized as follows:

The Partnership does not derive any of its consolidated revenues from foreign countries and does not have any major customers that individually account for 10% or more of the Partnership's consolidated revenues.

3. New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards (FAS) No. 141, "Business Combinations" and FAS No. 142, "Goodwill and Other Intangible Assets" which provide guidance on how entities are to account for business combinations and for the goodwill and other intangible assets that arise from those combinations or are acquired otherwise. The adoption of these standards on January 1, 2002 did not have an impact on the Partnership's consolidated financial statements.

In October 2001, the FASB issued FAS No. 144, "Accounting for the Impairment of Long-Lived Assets", which provides guidance on the accounting of long-lived assets to be held and used or to be disposed of and the reporting of discontinued operations. The adoption of this standard on January 1, 2002 did not have an impact on the consolidated financial statements of the Partnership.

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

The following discussion of the Partnership's results of operations for the three months ended March 31, 2002 should be read in conjunction with all of the consolidated financial statements and notes thereto included in Item 1 of this report as well as the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

Results of Operations

At March 31, 2002, the Partnership owned 15 multifamily residential properties containing a total of 3,335 units and one commercial property. There have been no property acquisitions or dispositions during the first quarter of 2002.

The following table sets forth certain information regarding the Partnership's real estate at March 31, 2002:

The Partnership's operating results depend primarily on the net operating income generated by its multifamily properties. Net operating income represents rental revenues less real estate operating expenses and is substantially influenced by supply of and demand for apartment units and operating expenses. Starting in 2001, the national economy, as well as markets in which certain of the Partnership's properties operate, experienced a general downturn. This downturn has had an effect on the net rental revenues and occupancy levels of the Partnership's properties. The Partnership has also experienced an increase in operating expenses due to significant increases in insurance costs and as a result of increased costs to rent vacant apartments. In addition, home ownership has become a reality to many of the Partnership's prospective tenants due to record low mortgage interest rates causing additional tenant competition. These factors began to affect the financial results of the Partnership in the fourth quart er of 2001, and have continued into the first quarter of 2002.As a result of these factors, the Partnership experienced an overall net decline in rental income and a net increase in rental expenses.

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001

Rental income decreased $68,327 or 1% for the three months ended March 31, 2002, compared to the same period in 2001. This decrease is attributable to the decline in physical and economic occupancy. At March 31, 2002, the average physical occupancy of the Partnership's multifamily properties was 92%, compared to 96% at March 31, 2001. For the three months ended March 31, 2002, the average economic occupancy of the Partnership's multifamily properties was 86%, compared to 89% for the three months ended March 31, 2001. The average economic occupancy statistic is reflective of the use of rental concessions to maintain physical occupancy levels.

Mortgage investment income decreased $37,462 for the three months ended March 31, 2002 compared to the same period in 2001 due to a decrease in interest earned on a subordinate note from Jefferson Place. Interest income earned on the subordinate note is a function of the excess cash flow generated by the property and is recognized by the Partnership as received. The Partnership did not receive any income on this note during the first quarter of 2002.

Interest and dividend income decreased $105,224, or 62%, for the quarter ended March 31, 2002 compared to the same period in 2001. This decrease was primarily due to a decrease in the average interest rate earned on cash and cash equivalents. The average annualized interest rate earned on cash and cash equivalents was 1.93% for the first quarter of 2002, compared to 5.70% for the first quarter of 2001.

Real estate operating expenses increased $203,988 or 7% for the three months ended March 31, 2002 compared to the three months ended March 31, 2001. Real estate operating expenses as a percentage of rental income increased to 49.8% for the three months ended March 31, 2002, compared to 46.0% for the comparable period in 2001. Such increase is primarily attributable to increases in property insurance costs and higher advertising, salaries and market ready costs associated with reducing rental vacancies. Commercial property insurance expense for the Partnership's properties increased approximately $82,000 or more than 100% from the first quarter of 2001.

Depreciation expense increased $9,136 or 1% for the first quarter of 2002 compared to the first quarter of 2001, due to capital improvements made by the properties during the previous year.

Interest expense decreased $60,602 or 5.3% for the quarter ended March 31, 2002 compared to the same period in 2001. This is primarily due to a decrease in the interest rate on the Partnership's variable-rate debt. Approximately 13% of the Partnership's bonds and mortgage notes payable bear interest at variable rates at March 31, 2002. The average variable rate was 1.87% for the three months ended March 31, 2002, compared to 3.81% for the three months ended March 31, 2001.

The Partnership recorded a valuation gain of $775 on its interest rate swap agreements in the first quarter of 2002, compared to the valuation loss of $158,000 during the same period in 2001. This gain is attributable to a decrease in the average variable rates on which the estimated fair value of the swap agreements is calculated.

Amortization of debt financing costs increased $9,597 or 16% for the three months ended March 31, 2002 compared to the same period in 2001 due to the capitalization of $66,388 in bond issuance and debt financing costs during the year 2001 from the Belvedere Apartments and Oakhurst Apartments acquisitions which occurred in December 2000.

General and administrative expenses increased $28,057 or 6% for the quarter ended March 31, 2002 compared to the first quarter 2001. This increase is attributable to increases in salaries, related payroll expenses and legal expenses.

Funds from Operations

FFO decreased $233,431 or 13% to $1,597,911 for the first quarter of 2002, compared to $1,831,189 for the same period in 2001, which is entirely due to the decline in net income for the Partnership for the same period as discussed in results of operations.

The White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") in October 1999 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization (excluding amortization of deferred financing cost) and after comparable adjustments for an entity's portion of these items related to unconsolidated entities and joint ventures. The Partnership computes FFO in accordance with standards established by NAREIT which may not be comparable to FFO reported by other entities that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the Partnership. FFO does not represent cash generated from operating activities determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of the Pa rtnership's financial performance or to GAAP cash flow from operating activities as a measure of the Partnership's liquidity, nor is it indicative of funds available to fund the Partnership's cash needs, including its ability to make cash distributions. FFO may include funds that may not be available for management's discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

Liquidity and Capital Resources

Cash provided by operating activities for the three months ended March 31, 2002 increased $347,132 compared to the same period a year earlier mainly due to changes in operating assets. Cash used in investing activities is primarily due to capital improvements at certain properties as the Partnership has not acquired any additional properties since 2000. Net cash used in financing activities for the three months ended March 31, 2002 is consistent with the prior year and consists of distributions to BUC holders and principal payments on bonds and mortgage notes payable.

The Partnership's short-term liquidity needs include the payment of operating expenses, current debt service requirements and distributions to BUC holders. The Partnership anticipates that cash-on-hand and cash provided by operating and investing activities will be sufficient to meet its anticipated short-term liquidity requirements, including regular cash distributions to BUC holders. The Partnership currently does not anticipate entering into short-term and long-term arrangements for purposes of paying expenses and making distributions. However, the Partnership has the authority to enter into such arrangements.

The following table sets forth information regarding cash distributions paid to BUC holders during the periods shown:

At March 31, 2002, the Partnership had debt obligations under twelve financing arrangements with an aggregate principal balance outstanding of approximately $83,300,000. Such debt obligations consisted of ten tax-exempt mortgage bonds with an aggregate principal balance outstanding of approximately $65,400,000 and two mortgage notes payable with a combined principal amount outstanding of approximately $17,900,000. Six of the debt obligations which total approximately $36,800,000 require monthly, semiannual or annual payments of principal and interest while six bonds with an aggregate principal amount of approximately $46,500,000 require only semiannual payments of interest. Maturity dates range from July 2004 to March 2022. Approximately 87% of the Partnership's financing arrangements are fixed-rate obligations bearing a weighted average interest rate of 5.12% per annum at March 31, 2002. The remaining 13% of the financing arrangements are variable-rate obligations that had a weighted average interest rate of 1.87% for the quarter ended March 31, 2002. Each financing arrangement is a "non-recourse" obligation that is secured by a first mortgage or deed of trust on one or two of the Partnership's apartment complexes. Principal and interest payments on debt obligations are made solely from the net cash flow and/or net sale or refinancing proceeds of the mortgaged properties.

Forward Looking Statements

This report contains forward looking statements that reflect management's current beliefs and estimates of future economic circumstances, industry conditions, the Partnership's performance and financial results. All statements, trend analysis and other information concerning possible or assumed future results of operations of the Partnership and the real estate investments it has made (including, but not limited to, the information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations"), constitute forward looking statements. BUC holders and others should understand that these forward looking statements are subject to numerous risks and uncertainties and a number of factors could affect the future results of the Partnership and could cause those results to differ materially from those expressed in the forward looking statements contained herein. These factors include local and national economic conditions, the amount of new construction, interest rates on single-family home mortgages, government regulation, price inflation, the level of real estate and other taxes imposed on the properties, labor problems and natural disasters.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Partnership's primary market risk exposure is interest rate risk on its bonds and mortgage notes payable.

Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations and other factors beyond the Partnership's control. The potential for significant volatility in the interest rate markets was especially displayed during 2001, when the Federal Reserve Board decreased the federal funds rate eleven times.

The Partnership's exposure to market risk for changes in interest rates relates primarily to its long-term borrowings used to fund expansion of the Partnership's real estate portfolio. The Partnership's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Partnership borrows primarily at fixed rates and may enter into derivative financial instruments, such as interest rate swaps, in order to mitigate its interest rate risk on the fixed-rate borrowings. The Partnership does not enter into derivative instrument transactions for speculative purposes.

At March 31, 2002, approximately 87% of the Partnership's long-term borrowings consisted of fixed-rate financing. The remaining 13% consisted of variable-rate financing obtained through interest rate swap transactions. The Partnership had no short-term financing at March 31, 2002. Variations in interest rates affect the Partnership's cost of borrowing on its variable-rate financing. The interest rates payable by the Partnership on these obligations increase or decrease with certain index interest rates. If the Partnership's borrowing costs increase, the amount of cash available for distribution to BUC holders will decrease.

The table below presents information about the Partnership's financial instruments that are sensitive to changes in interest rates, including principal amounts and weighted average interest rates by year of maturity for the Partnership's borrowings:

As the table above incorporates only those exposures that existed as of March 31, 2002, it does not consider those exposures or positions that could arise after that date. The Partnership's ultimate economic impact with respect to interest rate fluctuations will depend on the exposures that arise during the period, the Partnership's risk mitigating strategies at that time and interest rates.

Part II. Other Information

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Securityholders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The following exhibits are filed as part of this report. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:

3. Articles of Incorporation and Bylaws of America First Fiduciary Corporation Number Eight (incorporated by reference to Form S-11 Registration Statement filed May 8, 1986, with the Securities and Exchange commission by America First Tax Exempt Mortgage Fund 2 Limited Partnership (Commission File No. 33-5521)).

4(b) Agreement of Limited Partnership of the Partnership (incorporated by reference to Exhibit 4(b) to Form 8-K (Commission File No. 0-20737) filed by the Partnership on August 23, 1996).

(b) Reports on Form 8-K

The Partnership did not file a report on Form 8-K during the quarter for which this report is filed.

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 13, 2002 AMERICA FIRST APARTMENT INVESTORS, L.P.

By America First Capital
Associates Limited
Partnership Four, General
Partner of the Partnership

By America First Companies L.L.C.,
General Partner of America First Capital
Associates Limited Partnership Four

By /s/ Michael Thesing
Michael Thesing
Vice President and Principal
Financial Officer of Partnership

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