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 of Report (Date of earliest event reported):
                                 June 20, 2000


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


     Delaware      	                   					               000-24843
- --------------------                                ------------------------
(State of Formation)						                          (Commission File Number)

                                  47-0810385
                     ------------------------------------
                     (IRS Employer Identification Number)


   Suite 400, 1004 Farnam Street,
          Omaha, Nebraska                                             68102
- ----------------------------------------                            ----------
(Address of principal executive offices)	                           (Zip Code)


	                               (402) 444-1630
              --------------------------------------------------
	            (Registrants' telephone number, including area code)

	                               Not applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)





































Item 5. Other Events.

On June 20, 2000, America First Tax Exempt Investors, L.P., a Delaware limited
partnership (the "Registrant") entered into a Standby Reimbursement Agreement
with Merrill Lynch Capital Services, Inc. ("MLCS"), whereby the Registrant
guaranteed repayment to MLCS for any moneys paid by MLCS to Banco Santander
Hispano S.A. (the "Bank") which have been paid by the Bank to Continental
Casualty Company ("Continental") as surety for the tax-exempt bonds (the
"Bonds") which refinanced the Bent Tree Apartments located in Columbia, South
Carolina (the "Project").  The Standby Reimbursement Agreement requires the
Registrant to reimburse MLCS for up to $11.35 million (the amount of the Bank
letter of credit) plus certain expenses of MLCS if the owner of the Project
fails to pay the principal of and interest on the Bonds when due.  In
connection therewith, the Registrant has pledged to MLCS $6.7 million in
tax-exempt bonds and related securities as security under the Standby
Reimbursement Agreement.

The Registrant entered into the Standby Reimbursement Agreement in order to
allow the acquisition of the Project by Bent Tree Acquisition Corporation (the
"Purchaser") as part of a plan by the Registrant to acquire certain securities
representing an interest in tax-exempt bonds secured by the Project which are
anticipated to be issued by the South Carolina State Housing Finance and
Development Authority to Merrill Lynch Pierce Fenner and Smith Incorporated
("Merrill Lynch") on or around December 21, 2000 (the "Refunding Bonds").  The
proceeds of the Refunding Bonds will be used to pay off the Bonds and provide
permanent financing for the Project.  Immediately following the issuance and
sale of the Refunding Bonds, Continental's surety bond will be released along
with the Bank letter of credit, the MLCS guaranty to the Bank and the
Registrant's guaranty to MLCS.  At that point, the Registrant's obligations
under the Standby Reimbursement Agreement will cease.  It is anticipated that
Merrill Lynch will then deposit the Refunding Bonds into a trust arrangement
and will issue securities evidencing an interest in the Refunding Bonds.  The
Registrant expects to purchase a portion of these securities from Merrill
Lynch.

On June 20, 2000, the Registrant made a $770,750 loan (the "Loan") to the
Purchaser to facilitate the acquisition by the Purchaser of the Project.  The
Loan is unsecured and subordinated.

There is no affiliation between the Registrant and MLCS or Merrill Lynch and
the terms of the financing were determined through arm's-length negotiation.


































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 hereunto duly authorized.

                               AMERICA FIRST TAX EXEMPT INVESTORS,
                               L.P., the Registrant

                               By America First Capital Associates Limited
                                 Partnership Two, its general partner

                               By America First Companies L.L.C, its general
                                 partner


                               By /s/ Michael Thesing
                                  --------------------------------------------
                                 Michael Thesing, Vice President and Principal
                                 Financial Officer


  Dated: July 7, 2000