Mail Stop 0308

      	June 22, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Michael J. Draper
Chief Financial Officer
America First Tax Exempt Investors, LP
1004 Farnam Street, Suite 400
Omaha, NE  68102

	Re:	Form 10-K for the Year Ended December 31, 2004
		Form 10-Q for the Quarterly Period Ended March 31, 2005
      File No. 000-24843

Dear Mr. Draper:

		We have reviewed your filings and have the following
comment.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  If you disagree with
the
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.    After reviewing your response,
we
may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year Ended December 31, 2004
```Financial Statements
Report of Independent Registered Public Accounting Firm, page 35

1. We note Deloitte & Touche LLP did not audit the financial
statements of two consolidated variable interest entities and the
firm has relied upon the report of another auditor as it relates
to
the amounts included for these entities.  Please advise or revise
to
include the report of the other auditor as required by Rule 2-05
of
Regulation S-X.

*	*	*	*	*	*

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	     In connection with responding to our comment, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	    In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comment on your filing.

		Please respond to this comment within 10 business days,
or
tell us when you will provide us with a response.  Please file
your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
response to our comment.

      If you have any questions regarding this comment, please
direct
them to Donna  Di Silvio, Staff Accountant, at (202) 551-3202, or
in
her absence, to the undersigned at (202) 551-3841.

						Sincerely,



								Michael Moran
								Branch Chief

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Mr. Michael J. Draper
America First Tax Exempt Investors, LP
June 22, 2005
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