UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~Securities Exchange ofAct ~~Report (Date~~ of ~~Earliest Event Reported): June 22, 2007~~1934

Date of ~~America~~ Report: September ~~First Apartment Investors~~18, ~~Inc. __________________________________________ (Exact name of registrant as specified in its charter)~~ 2007

Maryland	000-49986	470858301
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
Suite 100, 1004 Farnam Street, Omaha, Nebraska		68102
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

AMERICA FIRST APARTMENT INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland		000-49986		47-0858301
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Suite 100, 1004 Farnam Street

Omaha, Nebraska 68102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (402) 557-6360

~~Not Applicable~~None ~~______________________________________________~~ ~~Former name or former address, if changed since last report~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities ~~Act (17 CFR 230.425)~~ ~~[x] Soliciting material pursuant to Rule 14a-12 under the Exchange~~ Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ] ~~Top~~ Soliciting ofmaterial pursuant to Rule 14a-12 under the ~~Form~~ Exchange Act

[ ] ~~Item~~ Pre-commencement ~~1.01~~communications ~~Entry~~pursuant ~~into~~to aRule ~~Material~~14d-2(b) ~~Definitive~~under ~~Agreement.~~the Exchange Act

[ ] On June 22, 2007, America First Apartment Investors, Inc. (the "Registrant"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sentinel Omaha LLC, a Delaware limited liability company (the "Acquirer"), and Sentinel White Plains LLC, a Delaware limited liability company and wholly Pre-~~owned~~commencement ~~subsidiary~~communications ofpursuant ~~the~~to ~~Acquirer~~Rule ~~(the "Acquisition Sub"), under which the Registrant will merge with and into the Acquisition Sub, with the Acquisition Sub continuing as the surviving entity and as a wholly~~13e-~~owned subsidiary of the Acquirer~~ 4(~~the "Merger"~~c), all in accordance with and subject to the Merger Agreement. As a result of the Merger, the Acquirer will own 100% of the outstanding common stock of the Registrant.The Merger Agreement provides that at the effective time of the Merger each issued and outstanding share of the Registrant’s common stock (other than treasury shares or shares already held by the Acquirer or the Acquisition Sub) will be canceled and converted into the right to receive a cash payment of $25.30 per share. Prior to the effective date of the Merger, the Registrant will be permitted to continue to pay regular quarterly dividends at a rate not to exceed $0.27 per share per quarter and will be allowed to pay a final pro rata dividend for the interim period between the record date for the last quarterly dividend and the effective date of the Merger.The consummation of the Merger is subject to customary closing conditions, including the approval of the Merger by the Registrant’s shareholders. The Merger is not subject to a financing condition.The Merger Agreement contains termination rights for both the Registrant and the Acquirer. Upon termination of the Merger Agreement under ~~certain circumstances,~~ the Registrant may be obligated to pay the Acquirer a termination fee of $8.4 million. Upon termination of the Merger Agreement under certain circumstances by the Registrant, the Acquirer may be obligated to pay the Registrant $25 million in liquidated damages.The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement which is attached hereto as Exhibit 10.1.Important InformationThe proxy statement that the Registrant plans to file with the Securities and Exchange Commission and mail to shareholders will contain information about the Registrant, the proposed Merger and related matters. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. The proxy statement will be, and other materials filed by the Registrant with the SEC are, available free of charge at the SEC’s website at www.sec.gov or from the Registrant by directing a request to America First Apartment Investors, Inc., 1004 Farnam Street, Suite 100, Omaha, Nebraska 68102, Attention: Investor Relations (telephone 800-239-8787).The Registrant and its directors, executive officers and other employees may be deemed to be participating in the solicitation of proxies from the Registrant’s shareholders in connection with the approval of the Merger. Information about the Registrant’s directors and executive officers is available in the Registrant’s proxy statements and Annual Reports on Form 10-K previously filed with the SEC. Additional information about the interests of potential participants will be included in the proxy statement the Registrant will file with the SEC. Act

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In On connection ~~June~~with ~~25,~~the ~~2007~~closing of the merger (the “Merger”) of America First Apartment Investors, Inc. (the ~~Registrant~~“Company”) ~~issued~~with aand ~~press~~into ~~release~~Sentinel ~~announcing~~White Plains LLC (“Merger Sub”) pursuant to the terms of that itcertain ~~entered~~Agreement ~~into~~and Plan of Merger, dated as of June 22, 2007 (the “Merger Agreement”) ~~with~~by and among the Company, ~~Acquirer~~Merger Sub and Sentinel Omaha LLC (“Parent”), the ~~Acquisition~~Company ~~Sub~~notified asthe NASDAQ ~~more~~Global ~~fully~~Market ~~described~~(“Nasdaq”) inon ~~Item~~September ~~1.01~~18, 2007, that each share of ~~this~~the Company’s ~~Current~~common ~~Report~~stock, onpar ~~Form~~value ~~8-K~~$0. A01 ~~copy~~per ofshare (the ~~press~~“Common ~~release~~Stock”) iswas cancelled ~~being~~and ~~furnished~~automatically ~~herewith~~converted asinto ~~Exhibit~~the ~~99.1~~right to ~~this~~receive ~~Current~~$25.30 ~~Report~~in cash, without interest, and requested that Nasdaq file with the Securities and Exchange Commission an application on Form ~~8-K.~~25 to report that the shares of the Common Stock are no longer listed on the Nasdaq.

Item 95.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

On ~~10.1 Agreement~~ September ~~and~~18, ~~Plan of Merger~~2007, ~~dated~~the asCompany ofcompleted ~~June~~its ~~22,~~merger ~~2007,~~with by and ~~among~~into ~~the~~Merger ~~Acquirer,~~Sub and the ~~Acquisition~~other ~~Sub~~transactions ~~and~~contemplated by the ~~Registrant~~Merger Agreement.~~99.1 Press~~ Merger ~~release~~Sub ofis the ~~Registrant~~surviving ~~dated~~entity ~~June~~in ~~25,~~connection with ~~2007~~the Merger.

In the Merger, each share of Common Stock issued and outstanding immediately prior to ~~Top~~ the effective time of the ~~Form~~Merger was cancelled and converted into the right to receive $25.30 in cash, without interest and less any applicable withholding taxes. Each outstanding option to purchase Common Stock, whether or not vested or exercisable at the effective time of the Merger, was cancelled at the effective time in exchange for the right to receive, for each share of Common Stock issuable upon exercise of such option, an amount in cash, less any applicable withholding taxes, equal to the excess, if any, of $25.30 over the applicable exercise price of such option.

Following the consummation of the Merger, the registration of the Common Stock and the Company’s reporting obligations with respect to the Common Stock under the Securities and Exchange Act of 1934, as amended, were terminated. In addition, the Common Stock is no longer listed on any stock exchange or quotation system, including Nasdaq.

Item 5.02.

Departures of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As contemplated by the Merger Agreement, on September 18, 2007, each of Michael Yanney, John H. Cassidy, Lisa Roskens, George Behringer, George Krauss, George Jansen, Gregor Medinger, John Schlegel and Steven Seline resigned as members of the board of the Company, John H. Cassidy resigned from the positions of President and Chief Executive Officer, Paul Beldin resigned from the positions of Chief Financial Officer, Vice-President, Treasurer and Secretary and James Egan resigned from the position of Chief Investment Officer. As of the effective time of the Merger, the Company was merged into Merger Sub and the Company did not survive the Merger.

Item 8.01.

Other Events.

A copy of the press release issued by the Company on September 18, 2007 relating to the closing of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of America First Apartment Investors, Inc. dated September 18, 2007.

SIGNATURES

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

		America First Apartment Investors, Inc.
	AMERICA FIRST APARTMENT INVESTORS, INC.
June 25, 2007		By:	/s/ Jack H. Cassidy
Date: September 18, 2007	By:	/s/ John H. Cassidy
			Name: Jack H. Cassidy
		John H. Cassidy,
			Title: President and Chief Executive Officer
		President and Chief Executive Officer

EXHIBIT ~~Top of the Form~~ INDEX

Exhibit ~~Index~~ No. Description

Exhibit No.		Description
10.1		Agreement and Plan of Merger, dated as of June 22, 2007, by and among the Acquirer, the Acquisition Sub and the Registrant.
99.1		Press release of the Registrant dated June 25, 2007.

99.1	Press release of America First Apartment Investors, Inc. dated September 18, 2007.

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