FORM 10-K
 	                    SECURITIES AND EXCHANGE COMMISSION

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995

	                                     OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from            to 

Commission File Number 0-15329

	       AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
	                 (Exact name of registrant as specified
	                in its Agreement of Limited Partnership)

Delaware                                              47-0699273	
(State or other jurisdiction of	                      (I.R.S. Employer
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)

Securities Registered Pursuant to Section 12(b) of the Act:

	                                    None

Securities Registered Pursuant to Section 12(g) of the Act:

	    Beneficial Unit Certificates representing assignments of limited 
     partnership interests in America First Tax Exempt Mortgage Fund 2 Limited 
     Partnership (the "BUCs")                     

 	   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    

	    Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Section 229.405 of the chapter) is not contained
herein, and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this Form 10-K.  [X] 

	    The aggregate market value of the BUCs on March 18, 1996, based upon the 
final sales price per BUC reported in The Wall Street Journal on March 19, 
1996, was $47,210,607.

	                     DOCUMENTS INCORPORATED BY REFERENCE

	                                   None
<PAGE>                                i
                               TABLE OF CONTENTS

	                                                                         Page

	                                   PART I

Item 1.  Business	                                                          1
Item 2.  Properties	                                                        2
Item 3.  Legal Proceedings	                                                 2
Item 4.  Submission of Matters to a Vote of Security Holders	               2

	                                   PART II

Item 5.  Market for the Registrant's Common Equity and Related 
         Stockholder Matters	                                               2
Item 6.  Selected Financial Data	                                           3
Item 7.  Management's Discussion and Analysis of Financial Condition
	        and Results of Operations	                                         4
Item 8.  Financial Statements and Supplementary Data	                       9
Item 9.  Changes in and Disagreements With Accountants on Accounting and
	        Financial Disclosure	                                              9

	                                  PART III

Item 10.  Directors and Executive Officers of the Registrant	               9
Item 11.  Executive Compensation	                                          10
Item 12.  Security Ownership of Certain Beneficial Owners and Management	  10
Item 13.  Certain Relationships and Related Transactions	                  10

	                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K	 11

SIGNATURES	                                                                26









































<PAGE>                                ii

	                                   PART I

	    Item 1.  Business.  America First Tax Exempt Mortgage Fund 2 Limited 
Partnership (the "Registrant" or the "Partnership") was formed as a limited 
partnership on September 30, 1986, under the Delaware Revised Uniform Limited 
Partnership Act to acquire a portfolio of federally tax-exempt participating 
first mortgage loans to provide construction and/or permanent financing of 
multifamily residential apartments and commercial properties.  The 
Registrant's business objectives are to provide its investors:  (i) safety and 
preservation of capital; (ii) regular distributions of tax-exempt interest; 
and, (iii) potential for an enhanced tax-exempt yield as a result of a 
participation interest in the net cash flow and net capital appreciation of 
the real estate financed by the Registrant.

	    The Registrant registered a total of 5,350,000 Beneficial Unit 
Certificates (BUCs) representing assignments of limited partnership interests 
with the Securities and Exchange Commission and sold a total of 5,245,623 BUCs 
at $20 per BUC for a total net capital contribution of $97,778,413 after the 
payment of certain organization and offering costs.

	    The Registrant acquired nine tax-exempt mortgage loans with an aggregate 
principal amount equal to $90,765,000.  At December 31, 1995, the Registrant 
continued to hold three of these mortgage loans with a carrying value, net of 
allowance for loan losses, equal to $31,566,526 and five real estate 
properties acquired in foreclosure or in lieu thereof with a depreciated cost, 
net of a valuation allowance, of $25,890,570.  The remaining mortgage loan was 
prepaid by the borrower in 1988.

	    The tax-exempt mortgage loans that the Registrant acquired were issued by 
various state and local housing authorities to provide for the construction 
and/or permanent financing of eight multifamily housing properties and one 
commercial property located in eight states.  The Registrant subsequently 
acquired five of the properties through foreclosure or in lieu of foreclosure 
or through the acquisition of an indirect ownership interest.  Under the terms 
of the remaining mortgage loans, the principal amounts do not amortize over 
their terms.  The mortgage loans provide for the payment of base interest to 
the Registrant and for the payment of contingent interest based upon net cash 
flow and net capital appreciation of the underlying real estate properties.  
Therefore, the return to the Registrant depends upon the economic performance 
of the real estate it owns or which secures its remaining mortgage loans.  For 
this reason, the Registrant's investments are dependent on the economic 
performance of real estate and may be considered to be in competition with 
other income-producing real estate of the same type in the same geographic 
areas.

	    A description of the three tax-exempt mortgage loans held by the 
Registrant at December 31, 1995, (and the properties collateralizing such 
loans) appears in Note 5 of the Notes to Financial Statements filed in 
response to Item 8 hereof.  A description of the real estate acquired by the 
Registrant appears in Note 6 of the Notes to Financial Statements.  For 
further information regarding these properties, see Item 7, Management's 
Discussion and Analysis of Financial Condition and Results of Operation.

	    The Registrant is engaged solely in the business of providing financing 
for the acquisition and improvement of real estate and the operation of real 
estate acquired in foreclosure.  Accordingly, the presentation of information 
about industry segments is not applicable and would not be material to an 
understanding of the Registrant's business taken as a whole.

	    The Registrant has no employees.  Certain services are provided to the 
Registrant by employees of America First Companies L.L.C. which is the general 
partner of the general partner of the Registrant, and the Registrant 
reimburses America First Companies L.L.C. for such services at cost.  The 
Registrant is not charged, and does not reimburse, for the services performed 
by managers and officers of America First Companies L.L.C..










<PAGE>                                1

	    Item 2.  Properties.  The Registrant had invested in eight mortgage loans 
collateralized by first mortgages on multifamily housing properties and one 
mortgage loan collateralized by a first mortgage on a commercial property.  
Foreclosure proceedings and other actions were instituted with respect to five 
of the properties which has resulted in the Registrant owning or indirectly 
owning five properties at December 31, 1995.  One mortgage loan was prepaid by 
the borrower in 1988.  Descriptions of the properties collateralizing mortgage 
loans held by the Registrant at December 31, 1995, appear in Note 5 to the 
Notes to Financial Statements filed in response to Item 8 hereof, and a 
description of real estate acquired in settlement of loans appears in Note 6 
to the Notes to Financial Statements filed in response to Item 8 hereof.

	    Item 3.  Legal Proceedings.  There are no material pending legal 
proceedings to which the Registrant is a party or to which any of its property 
is subject.

	    Item 4.  Submission of Matters to a Vote of Security Holders.  No matter 
was submitted during the fourth quarter of the fiscal year ended December 31, 
1995, to a vote of the Registrant's security holders.

	                                   PART II

	    Item 5.  Market for the Registrant's Common Equity and Related 
Stockholder Matters.

	    (a)	Market Information.  The BUCs trade on The NASDAQ Stock Market under 
the trading symbol "ATAXZ."  The following table sets forth the high and low 
final sale prices for the BUCs for each quarterly period from January 1, 1994, 
through December 31, 1995.
<TABLE>
<CAPTION>
               1994                    		              High  		       Low
          	-----------			                           ---------      ---------
           <S>                                      <C>            <C>
           1st Quarter                              $ 9            $ 8
           2nd Quarter                              $ 9-1/4        $ 8-1/2
           3rd Quarter                              $ 9-1/4        $ 8-1/2
           4th Quarter		                            $ 9-1/4        $ 7-1/8

               1995
           -----------
           1st Quarter                              $ 8-1/2        $ 7-3/4
           2nd Quarter                              $ 8-59/64      $ 8-1/8
           3rd Quarter                              $ 9-1/4        $ 8-1/8
           4th Quarter				                          $ 9-3/8        $ 8-1/2
</TABLE>

	    (b)	BUC Holders.  The approximate number of BUC holders on December 31, 
1995, was 3,515.

	    (c)	Distributions.  Cash distributions are being made on a monthly 
basis.  Total cash distributions paid or accrued to BUC Holders during the 
fiscal years ended December 31, 1995, and December 31, 1994, equaled 
$3,934,217.  The cash distributions paid per BUC during the fiscal years ended 
December 31, 1995, and December 31, 1994, were as follows:
<TABLE>
<CAPTION>
	                                                       Per BUC
	                                          Year Ended            Year Ended 
                                       December 31, 1995		   December 31, 1994
                                       -----------------     -----------------
<S>                                    <C>                   <C>
Income			                             $           .5217     $           .5244
Return of Capital			                              .2283                 .2256
                                       -----------------     -----------------
Total			                              $           .7500     $           .7500
                                       =================     =================
</TABLE>

	    See Item 7,  Management Discussion and Analysis of Financial Condition 
and Results of Operations, for information regarding the sources of funds used 
for cash distributions and for a discussion of factors, if any, which may 
adversely affect the Registrant's ability to make cash distributions at the 
same levels in 1996 and thereafter.

<PAGE>                                2

     Item 6.  Selected Financial Data.  Set forth below is selected financial 
data for the Partnership.  The information set forth below should be read in 
conjunction with the Financial Statements and Notes thereto filed in response 
to Item 8 hereof.										

<TABLE>
<CAPTION>
                                                            For the        For the	    	  For the      		For the      		For the
		                                                       Year Ended	   	Year Ended 		  Year Ended	 	  Year Ended	   	Year Ended
                                                    		Dec. 31, 1995		Dec. 31, 1994		Dec. 31, 1993		Dec. 31, 1992		Dec. 31, 1991
                                                      -------------  -------------  -------------  -------------  -------------
<S>                                                   <C>            <C>            <C>            <C>            <C>
Mortgage investment income                          	$	  2,234,610 	$	  2,452,200 	$	  2,327,505 	$	  2,190,197 	$  	3,996,198
Rental income		                                          5,116,073 		   4,949,664    		4,566,703    		4,363,746 		   2,939,708
Interest income on temporary cash investments		             55,720 		      37,303 		      43,507 		      64,054 		     104,051
General and administrative expenses		                     (792,300)	    	(689,987)    		(719,720)	    	(757,949)    		(870,591)
Real estate operating expenses		                        (2,359,827)		  (2,397,067)		  (2,268,252)	  	(2,210,411)	  	(1,564,408)
Depreciation		                                          (1,197,490)		  (1,183,588)  		(1,172,244)  		(1,142,482)	    	(835,668)
Provision for loan losses		                                   -       		     -       		     -       	(1,000,000)        		-
Provision for losses on real estate acquired		                -            		-            		-      		(1,000,000)		        -
                                                      -------------  -------------  -------------  -------------  -------------
Net income	                                          $   3,056,786 	$	  3,168,525 	$	  2,777,499 	$	    507,155 	$	  3,769,290
                                                      =============  =============  =============  =============  =============
Net income per Beneficial Unit Certificate (BUC)	    $         .57 	$	        .60 	$	        .52 	$	        .09 	$	        .71
                                                      =============  =============  =============  =============  =============
Total cash distributions paid or accrued per BUC	    $	      .7500 	$	      .7500 	$	      .7500 	$	      .7500 	$     	1.0594
                                                      =============  =============  =============  =============  =============
Investment in tax-exempt mortgage loans, net of
   allowance for loan losses	                        $	 31,566,526 	$	 31,566,526 	$ 	31,566,526 	$ 	31,566,526 	$ 	32,566,526
                                                      =============  =============  =============  =============  =============
Real estate acquired in settlement of loans,
   net of accumulated depreciation and										
   valuation allowance	                              $	 25,890,570 	$	 26,770,652 	$ 	27,925,464 	$ 	29,050,935 	$ 	30,999,259
                                                      =============  =============  =============  =============  =============
Total assets	                                        $ 	59,630,449 	$	 60,520,431 	$	 61,328,763 	$ 	62,453,093 	$ 	65,953,167
                                                      =============  =============  =============  =============  =============
</TABLE>






































<PAGE>                                3

     Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Liquidity and Capital Resources

The Partnership originally acquired nine tax-exempt mortgage loans, the 
proceeds of which were used to provide construction and/or permanent financing 
for eight multifamily housing properties and one commercial property.  During 
1988, one tax-exempt mortgage loan was prepaid in full.  At December 31, 
1995, the Partnership continued to hold three of these tax-exempt mortgage 
loans with a carrying value, net of allowance for loan losses, of $31,566,526 
and five real estate properties acquired through foreclosure or deed in lieu 
of foreclosure with a depreciated cost, net of a valuation allowance, of 
$25,890,570.

The following table shows the various occupancy levels of the properties 
financed or owned by the Partnership at December 31, 1995:

<TABLE>
<CAPTION>
                                                                                                       Number      Percentage
                                                                                        Number       of Units        of Units
Property Name                          Location                                       of Units       Occupied        Occupied
-------------------------------        -----------------------                       ----------     ----------     -----------
<S>                                    <C>                                           <C>            <C>            <C>
Jackson Park Place                     Fresno, CA                                          296            272             92%
Jefferson Place                        Olathe, KS                                          352            338             96%
Avalon Ridge                           Renton, WA                                          356            280             79%
Covey at Fox Valley(1)                 Aurora, IL                                          216            203             94%
The Park at Fifty Eight(1)             Chattanooga, TN                                      96             95             99%
Shelby Heights(1)                      Bristol, TN                                         100             91             91%
Coral Point(1)                         Mesa, AZ                                            336            325             97%
                                                                                     ----------     ----------     -----------
                                                                                         1,752          1,604             92%
                                                                                     ==========     ==========     ===========
The Exchange at Palm Bay(1)           Palm Bay, FL                                      72,002(2)      40,607(2)          56%
                                                                                     ==========     ==========     ===========
</TABLE>

(1) Property acquired through foreclosure or deed in lieu of foreclosure.
(2) Represents square feet.

The principal amounts of the tax-exempt mortgage loans do not amortize over 
their terms.  The tax-exempt mortgage loans provide for the payment of base 
interest at a fixed rate.  In addition, the Partnership may earn contingent 
interest based on a participation in the net cash flow and net sale or 
refinancing proceeds from the real estate collateralizing the tax-exempt 
mortgage loans.  The base interest payments received on the tax-exempt 
mortgage loans and net rental income earned on properties owned represent the 
principal sources of the Partnership's income and distributable cash.  The 
Partnership has not received any contingent interest on its mortgage loans 
during 1995. The Partnership also earns income on temporary cash investments.  
The Partnership may draw on reserves to pay operating expenses or to 
supplement cash distributions to Beneficial Unit Certificate (BUC) Holders.

During the year ended December 31, 1995, $280,319 of undistributed income was 
placed in reserves.  The total amount held in reserves at December 31, 1995, 
was $1,118,898.  Future distributions to BUC Holders will depend upon the 
amount of  base and contingent interest and net rental income the Partnership 
receives, the size of reserves established by the Partnership and the extent 
to which withdrawals are made from reserves.  

The Partnership believes that cash provided by operating 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.  The Partnership has no other 
internal or external sources of liquidity.  Under the terms of the Partnership 
agreement, the Partnership is not authorized to enter into short-term or 
long-term debt financing arrangements or issue additional BUCs to meet 
short-term and long-term liquidity requirements.





<PAGE>                                4

Distributions

Cash distributions paid or accrued per BUC were as follows:
<TABLE>
<CAPTION>
                                                                          For the               For the               For the
                                                                       Year Ended            Year Ended            Year Ended
                                                                    Dec. 31, 1995         Dec. 31, 1994         Dec. 31, 1993
                                                                   ---------------       ---------------       ---------------
<S>                                                                <C>                   <C>                   <C>
Regular monthly distributions
	Income                                                           $         .5217       $         .5244       $         .5136
	Return of capital                                                          .2283                 .2256                 .2364
                                                                   ---------------       ---------------       ---------------
                                                                  $         .7500       $         .7500       $         .7500
                                                                   ===============       ===============       ===============
Distributions
	Paid out of current and prior undistributed cash flow            $         .7500       $         .7500       $         .7371
 Paid out of reserves                                                        -                     -                    .0129
                                                                   ---------------       ---------------       ---------------
                                                                  $         .7500       $         .7500       $         .7500
                                                                   ===============       ===============       ===============
</TABLE>
 
Asset Quality 

It is the policy of the Partnership to make a periodic review of the real 
estate collateralizing the Partnership's mortgage loans or real estate 
acquired by the Partnership in order to establish, when necessary, valuation 
reserves on mortgage loans and real estate.  A reserve for the mortgage loans 
is established for the difference between the recorded investment in the 
mortgage loan and the fair value of the underlying collateral.  The valuation 
allowance on real estate acquired is established for declines in the estimated 
fair value of each property subsequent to acquisition.  The fair value of the 
underlying collateral for the loans and the real estate acquired is based on 
management's best estimate of the net realizable value of the properties; 
however, the ultimate realized values may vary from these estimates.  The net 
realizable value of the properties is determined based on the discounted 
estimated future cash flows from the properties, including estimated sales 
proceeds.  The calculation of discounted estimated future cash flows includes 
certain variables such as the assumed inflation rates for rents and expenses, 
capitalization rates and discount rates.  These variables are supplied to the 
Partnership by an independent real estate appraisal firm based upon local 
market conditions for each property.  In certain cases, additional factors 
such as the replacement value of the property or comparable sales of similar 
properties are also taken into consideration.  The allowances are periodically 
reviewed and adjustments are made to the allowances when there are significant 
changes in the estimated net realizable value of the underlying collateral for 
the loans or the real estate acquired.  

Based on the foregoing methodology, valuation and reviews performed during 
1995 indicated that the mortgage loans and real estate recorded on the balance 
sheet at December 31, 1995, required no adjustments to the carrying amounts.

At December 31, 1995, two of the Partnership's three tax-exempt mortgage loans 
were classified as nonperforming.  The loans will continue to be classified as 
nonperforming until such time that the properties collateralizing the mortgage 
loans generate sufficient net cash flow to bring the mortgage loans fully 
current as to interest payments.  The Partnership has a limited amount of 
influence in controlling the operations of the properties.

Jackson Park Place

Jackson Park Place Apartments, located in Fresno, California, had an average 
occupancy rate of 96% during 1995 compared to 95% during 1994.  Interest of 
$744,600 earned on the mortgage loan in 1995 and 1994 represents the full 
amount of base interest due for the respective year.  No contingent interest 
was earned in 1995 or 1994.  The net cash flow generated by this property, 
excluding interest, was approximately $14,000 higher in 1995 compared to 1994.






<PAGE>                                5

Jefferson Place

Jefferson Place Apartments, located in Olathe, Kansas, had an average 
occupancy rate of 97% during 1995 and 1994.  Interest is recognized as income 
on this loan on a modified cash basis.  Interest earned in 1995 was $873,694 
compared to $883,159 in 1994 and was approximately $214,000 less than the 
amount needed to pay the base interest in 1995.  The decrease in interest 
earned from 1995 compared to 1994 was due to a slight decrease in the net cash 
flow generated by the property, excluding interest.

Avalon Ridge

Avalon Ridge Apartments, located in Renton, Washington, had an average 
occupancy rate of 84% during 1995 and 1994.  Interest is recognized as income 
on this loan on a cash basis.  Interest earned in 1995 was $616,316 compared 
to $824,441 in 1994 and was approximately $978,000 less than the amount needed 
to pay the base interest in 1995.  An affiliate of the Partnership's general 
partner began managing this property in September of 1994.  Since that time, 
the property manager has implemented a plan to improve the tenant profile 
through more stringent resident qualifications.  In addition, management has 
been working to evict some of the current problem tenants which has resulted 
in a higher than normal turnover of units.  The increase in tenant turnover 
caused an increase of approximately $175,000 in repairs and maintenance 
expense and property improvements.  The majority of the increase was due to 
expenses incurred to prepare apartment units for new rentals.  In order to 
attract new tenants, the property manager has had to decrease rental rates 
which resulted in a decrease in rental income of $137,000 from 1994 to 1995.  
This decrease in rental income and the $175,000 increase in repairs and 
maintenance expenses were partially offset by a decrease of $53,000 in other 
operating expenses, primarily property taxes.  Thus, net cash flow generated 
by the property, excluding interest, decreased approximately $259,000 from 
1994 to 1995.  Management believes that its efforts will improve future 
operating results of the property.

Covey at Fox Valley

Covey at Fox Valley Apartments, located in Aurora, Illinois, had an average 
occupancy rate of 94% during 1995 compared to 95% during 1994.  This property 
generated net cash flow of $1,142,000 in 1995 compared to $909,000 in 1994.  
This increase is attributable primarily to property tax refunds of 
approximately $262,000 that were received in 1995.  In addition, the property 
experienced an increase in revenue resulting from increased rental rates which 
was partially offset by an overall increase in real estate operating expenses.

The Park at Fifty Eight

The Park at Fifty Eight Apartments, located in Chattanooga, Tennessee, had an 
average occupancy rate of 97% during 1995 compared to 96% during 1994.  This 
property generated net cash flow of $215,000 in 1995 compared to $239,000 in 
1994.  This decrease is attributable primarily to an increase in real estate 
operating expenses, primarily personnel expenses, repairs and maintenance 
expenses and property improvements that more than offset increased rental 
revenues from higher average occupancy.

Shelby Heights

Shelby Heights Apartments, located in Bristol, Tennessee, had an average 
occupancy rate of 95% during 1995 compared to 97% during 1994.  This property 
generated net cash flow of approximately $323,000 in 1995 and 1994.

Coral Point

Coral Point, located in Mesa, Arizona, had an average occupancy rate of 96% 
during 1995 compared to 97% during 1994.  This property generated net cash 
flow of $971,000 in 1995 compared with $1,026,000 in 1994.  This decrease is 
attributable primarily to an increase in revenues resulting from increased 
rental rates being more than offset by an increase in real estate operating 
expenses due to painting the exterior of the property.







<PAGE>                                6 

The Exchange at Palm Bay

The Exchange at Palm Bay, located in Palm Bay, Florida, is an office/warehouse 
facility.  This property continues to experience low occupancy due to the 
large amount of similar commercial real estate in the surrounding area.  
However, the property increased its leased space to approximately 56% at 
December 31, 1995, due to leasing more space in December 1995.  This compares 
with leased space of approximately 40% at December 31, 1994.  Despite the low 
occupancy, the property was able to generate operating cash flow of 
approximately $105,000 in 1995 compared to $64,000 in 1994.  The increase in 
cash flow is due to an increase in rental income due to increased occupancy 
and a decrease in repairs and maintenance expenses and property improvements. 

Results of Operations

The tables below compare the results of operations for each year shown.
<TABLE>
<CAPTION>
                                                                              For the             For the             For the
                                                                           Year Ended          Year Ended          Year Ended
                                                                        Dec. 31, 1995       Dec. 31, 1994       Dec. 31, 1993
                                                                       ---------------     ---------------     ---------------
<S>                                                                    <C>                 <C>                 <C>
Mortgage investment income                                            $     2,234,610     $     2,452,200     $     2,327,505
Rental income                                                               5,116,073           4,949,664           4,566,703
Interest income on temporary cash investments                                  55,720              37,303              43,507
                                                                       ---------------     ---------------     ---------------
                                                                            7,406,403           7,439,167           6,937,715
                                                                       ---------------     ---------------     ---------------
General and administrative expenses                                           792,300             689,987             719,720
Real estate operating expenses                                              2,359,827           2,397,067           2,268,252
Depreciation                                                                1,197,490           1,183,588           1,172,244
                                                                       ---------------     ---------------     ---------------
                                                                            4,349,617           4,270,642           4,160,216
                                                                       ---------------     ---------------     ---------------
Net income                                                            $     3,056,786     $     3,168,525     $     2,777,499
                                                                       ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>			
                                                                             Increase            Increase
                                                                            (Decrease)          (Decrease)
                                                                            From 1994           From 1993
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>
Mortgage investment income                                            $      (217,590)    $       124,695
Rental income                                                                 166,409             382,961
Interest income on temporary cash investments                                  18,417              (6,204)
                                                                       ---------------     ---------------
                                                                              (32,764)            501,452
                                                                       ---------------     ---------------
General and administrative expenses                                           102,313             (29,733)
Real estate operating expenses                                                (37,240)            128,815
Depreciation                                                                   13,902              11,344
                                                                       ---------------     ---------------
                                                                               78,975             110,426
                                                                       ---------------     ---------------
Net income                                                            $      (111,739)    $       391,026
                                                                       ===============     ===============
</TABLE>

Mortgage investment income decreased $217,590 from 1994 to 1995 as a result of 
decreases in the cash flow received from Avalon Ridge of $208,125 and 
Jefferson Place of $9,465.  The decrease in the cash flow received from Avalon 
Ridge was primarily due to increases in repairs and maintenance expenses and 
property improvements and to a decrease in rental income. Mortgage investment 
income increased $124,695 from 1993 to 1994.  This increase was a result of an 
increase in the cash flow received from Jefferson Place of $150,423 offset by 
a decrease in cash flow received from Avalon Ridge of $25,728.  See the 
discussion of each property in the Asset Quality section for additional 
information.




<PAGE>                                7

Rental income increased $166,409 from 1994 to 1995 and $382,961 from 1993 to 
1994 due primarily to higher rental rates on properties acquired by the 
Partnership in foreclosure.  Real estate operating expenses decreased $37,240 
from 1994 to 1995 due primarily to property tax refunds of approximately 
$252,000 received by Covey at Fox Valley in 1995.  This decrease was partially 
offset by increases in property improvements, repair and maintenance expenses 
and salaries expense at Coral Point and slight increases in overall expenses 
at the other properties.  Real estate operating expenses increased $128,815 
from 1993 to 1994 due primarily to increases in taxes, insurance and property 
improvements at various properties.  Depreciation increased $13,902 from 1994 
to 1995 and $11,344 from 1993 to 1994 as a result of capital improvements made 
in 1992 through 1995.  See the discussion of each property in the Asset 
Quality section for additional information.

Interest income on temporary cash investments increased $18,417 from 1994 to 
1995 due primarily to additions made to Partnership reserves during 1994 and 
1995 and to slightly higher interest rates.  Interest income on temporary cash 
investments decreased $6,204 from 1993 to 1994 due primarily to less cash 
being invested on a temporary basis because of withdrawals made from 
Partnership reserves during 1993 to supplement distributions to BUC Holders.

General and administrative expenses increased $102,313 from 1994 to 1995.  
This increase is primarily due to increases in salaries and related expenses 
and insurance expense which were partially offset by decreases in printing and 
investor servicing expenses.  General and administrative expenses decreased 
$29,733 from 1993 to 1994 due to overall expense reductions. 

The table below segregates the results of operations for the Partnership's 
real estate operations and tax-exempt mortgage lending activities for each 
year shown.

<TABLE>
<CAPTION>
		                                                                            For the 		          For the		           For the
		                                                                         Year Ended		        Year Ended		        Year Ended
		                                                                      Dec. 31, 1995		     Dec. 31, 1994		     Dec. 31, 1993
                                                                       ---------------     ---------------     ---------------
<S>                                                                    <C>                 <C>                 <C>
Real estate operations:
	Rental income	                                                      $	     5,116,073	    $	    4,949,664	    $	    4,566,703
	Operating expenses		                                                      (2,359,827)		       (2,397,067)		       (2,268,252)
	Depreciation		                                                            (1,197,490)		       (1,183,588)		       (1,172,244)
                                                                       ---------------     ---------------     ---------------
			                                                                         1,558,756		         1,369,009		         1,126,207
                                                                       ---------------     ---------------     ---------------
Tax-exempt mortgage lending:
	Mortgage investment income		                                               2,234,610		         2,452,200		         2,327,505
                                                                       ---------------     ---------------     ---------------
Interest income on temporary cash investments                                  55,720		            37,303		            43,507
General and administrative expenses		                                        (792,300)		         (689,987)		         (719,720)
                                                                       ---------------     ---------------     ---------------
Net income	                                                           $	    3,056,786	    $	    3,168,525	    $	    2,777,499
                                                                       ===============     ===============     ===============
</TABLE>





















<PAGE>                                8

	    Item 8.  Financial Statements and Supplementary Data.  The Financial 
Statements and supporting schedules of the Registrant are set forth in Item 14 
hereof and are incorporated herein by reference.  In addition, the Financial 
Statements of Jefferson Place, L.P. and Sunpointe Associates Limited 
Partnership (Avalon Ridge) are set forth in Item 14 hereof and are 
incorporated by reference.  The financial statements of Jefferson Place, L.P. 
and Sunpointe Associates Limited Partnership are included pursuant to SAB 
Topic 1I.

	    Item 9.  Changes in and Disagreements With Accountants on Accounting and 
Financial Disclosure.  There were no disagreements with the Registrant's 
independent accountants on accounting principles and practices or financial 
disclosure during the fiscal years ended December 31, 1995 and 1994.

	                                  PART III

	    Item 10.  Directors and Executive Officers of the Registrant.  The 
Registrant has no directors or officers.  Management of the Registrant 
consists of the general partner of the Registrant, America First Capital 
Associates Limited Partnership Four ("AFCA"), and its general partner, America 
First Companies L.L.C.  The following individuals are managers and officers of 
America First Companies L.L.C., and each serves for a term of one year: 	 	
<TABLE>
<CAPTION>
    Name                    Position Held                 Position Held Since
-----------------------   --------------------------   -----------------------
<S>                       <C>                          <C>
Michael B. Yanney	        Chairman of the Board,	                 1987
	                         President, Chief Executive 
	                         Officer and Manager
Michael Thesing	          Vice President, Secretary,	             1987
	                         Treasurer and Manager
William S. Carter, M.D.	  Manager	                                1994
George Kubat	             Manager	                                1994
Martin Massengale	        Manager	                                1994
Alan Baer	                Manager	                                1994
Gail Walling Yanney	      Manager	                                1996
</TABLE>
	
	    Michael B. Yanney, 62, is the Chairman and President of America First 
Companies L.L.C.  From 1977 until the organization of the first such fund in 
1984, Mr. Yanney was principally engaged in the ownership and management of 
commercial banks.  Mr. Yanney also has investments in private corporations 
engaged in a variety of businesses.  From 1961 to 1977, Mr. Yanney was 
employed by Omaha National Bank and Omaha National Corporation (subsequently 
merged into FirsTier Financial, Inc.), where he held various positions, 
including the position of Executive Vice President and Treasurer of the 
holding company.  Mr. Yanney also serves as a member of the boards of 
directors of Burlington Northern Santa Fe Corporation, Forest Oil Corporation, 
MFS Communications Company, Inc., Lozier Corporation, Mid-America Apartment 
Communities, Inc. and PKS Information Services, Inc..

	    Michael Thesing, 41, has been Vice President and Chief Financial Officer 
of affiliates of America First Companies L.L.C. since July 1984.  From January 
1984 until July 1984 he was employed by various companies controlled by Mr. 
Yanney.  He was a certified public accountant with Coopers & Lybrand from 1977 
through 1983.

	    William S. Carter, M.D., 69, is a retired physician.  Dr. Carter 
practiced medicine for 30 years in Omaha, Nebraska, specializing in 
otolaryngology (disorders of the ears, nose and throat).

	    George Kubat, 50, is the President and Chief Executive Officer of 
Phillips Manufacturing Co., an Omaha, Nebraska, based manufacturer of drywall 
and construction materials.  Prior to assuming that position in November 1992, 
Mr. Kubat was a certified public accountant with Coopers & Lybrand in Omaha, 
Nebraska, from 1969.  He was the tax partner in charge of the Omaha office 
from 1981 to 1992.







<PAGE>                                9

	    Martin Massengale, 62, is the President Emeritus of the University of 
Nebraska.  Prior to becoming President in 1991, he served as Interim President 
from August 1989, as Chancellor of the University of Nebraska Lincoln from 
June 1981 through December 1990 and as Vice Chancellor for Agriculture and 
Natural Resources from 1976 to 1981.  Prior to that time, he was a professor 
and associate dean of the College of Agriculture at the University of 
Arizona.  Dr. Massengale currently serves on the board of directors of Woodmen 
Accident & Life Insurance Company.

	    Alan Baer, age 73, is presently Chairman of Alan Baer & Associates, Inc., 
a management company located in Omaha, Nebraska.  He is also Chairman of 
Lancer Hockey, Inc., Baer Travel Services, Wessan Telemarketing, Total 
Security Systems, Inc. and several other businesses.  Mr. Baer is the former 
Chairman and Chief Executive Officer of the Brandeis Department Store chain 
which, before its acquisition, was one of the larger retailers in the 
Midwest.  Mr. Baer has also owned and served on the board of directors of 
several banks in Nebraska and Illinois.

	    Gail Walling Yanney, 60, is a retired physician.  Dr. Walling practiced 
anesthesia and was most recently the Executive Director of the Clarkson 
Foundation until October of 1995.  In addition, she is a former director of 
FirsTier Bank, N.A., Omaha.  Ms. Yanney is the wife of Michael Yanney.

	    Item 11.  Executive Compensation.  Neither the Registrant nor AFCA has 
any managers or officers.  None of the managers or executive officers of 
America First Companies L.L.C. (the general partner of AFCA) receives 
compensation from the Registrant and AFCA receives no reimbursement from the 
Registrant for any portion of their salaries.  Remuneration paid by the 
Registrant to AFCA pursuant to the terms of its limited partnership agreement 
during the period ending December 31, 1995, is described in Note 7 of the Notes 
to the Financial Statements filed in response to Item 8 hereof.

	    Item 12.  Security Ownership of Certain Beneficial Owners and Management.  

     (a) No person is known by the Registrant to own beneficially more than 5% 
of the Registrant's BUCs.

	    (b)	No manager or officer of America First Companies L.L.C. and no 
partner of AFCA owns any BUCs.

	    (c)	LB I Group, Inc. is the special limited partner of AFCA, with the 
right to become the managing general partner of AFCA, or to designate another 
corporation or other entity as the managing general partner, upon the 
happening of any of the following events: (1) the commission of any act which, 
in the opinion of LB I Group, Inc., constitutes negligence, misfeasance or 
breach of fiduciary duty on the part of the managing general partner; (2) the 
dissolution, insolvency or bankruptcy of the managing general partner or the 
occurrence of such other events which cause the managing general partner to 
cease to be a general partner under Delaware law; or, (3) the happening of an 
event which results in the change in control of the managing general partner 
whether by operation of law or otherwise. 

	    There exists no other arrangement known to the Registrant, the operation 
of which may at any subsequent date result in a change in control of the 
Registrant.

	    Item 13.  Certain Relationships and Related Transactions.  The general 
partner of the Fund is AFCA and the sole general partner of AFCA is America 
First Companies L.L.C.  

	    Except as described herein, the Registrant is not a party to any 
transaction or proposed transaction with AFCA, America First Companies, L.L.C. 
or with any person who is:  (i) a manager or executive officer of America 
First Companies L.L.C.; (ii) a nominee for election as a manager of America 
First Companies L.L.C.; (iii) an owner of more than 5% of the BUCs; or, (iv) a 
member of the immediate family of any of the foregoing persons.

	    During 1995, the Registrant paid or reimbursed AFCA or America First 
Companies L.L.C. $556,015 for certain costs and expenses incurred in 
connection with the operation of the Registrant, including legal and 
accounting fees and investor communication costs, such as printing and mailing 
charges.  See Note 7 to Notes to Financial Statements filed in response to 
Item 8 hereof for a description of these costs and expenses.


<PAGE>                                10

	    AFCA is entitled to an administrative fee from the Registrant in the 
event that the Registrant becomes the equity owner of a property by reason of 
foreclosure.  AFCA earned, and the Registrant incurred $226,200 in such 
administrative fees during 1995.

     AFCA received from property owners administrative fees of $8,066 for the 
year ended December 31, 1995.  Since these fees are not Partnership expenses, 
they have not been reflected in the accompanying financial statements.

     The general partner of the property partnership which owns Jefferson 
Place is principally owned by an employee of America First Companies L.L.C..  
Such employee has a nominal interest in America First Companies L.L.C..  AFCA 
and an affiliated mortgage fund 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 Registrant and the mortgage loan.  The general partner 
received no cash distributions from the property partnership in 1995.

	    An affiliate of AFCA has been retained to provide property management 
services for Covey at Fox Valley, The Park at Fifty Eight, Shelby Heights, 
Coral Point, Jefferson Place and Avalon Ridge.  The fees for such services 
totaled $382,143 during 1995 which represents the lower of (i) the cost 
incurred while providing such management services or (ii) the customary fees 
for such services determined on a competitive basis.    

	                                   PART IV

	    Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 
8-K.  (a) The following documents are filed as part of this report:

		          1A.	Financial Statements of the Registrant.  The following 
     financial statements of the Registrant are included in response to Item 8 
     of this report:

		           Independent Accountants' Report dated March 22, 1996.

		           Balance Sheets of the Registrant as of December 31, 1995, and 
             December 31, 1994.

		           Statements of Income of the Registrant for the years ended 
             December 31, 1995, December 31, 1994, and December 31, 1993.

		           Statements of Partners' Capital of the Registrant for the years 
             ended December 31, 1995, December 31, 1994, and December 31, 1993.

		           Statements of Cash Flows of the Registrant for the years ended 
             December 31, 1995, December 31, 1994, and December 31, 1993.

		           Notes to Financial Statements of the Registrant.

		           Schedule III--Real Estate and Accumulated Depreciation for the 
             years ended December 31, 1995 and December 31, 1994.

		           B.	Financial Statements of Jefferson Place L.P. ("Jefferson").  
     The following financial statements of Jefferson are included in response 
     to Item 8 of this report:

		           Independent Accountants' Report dated January 26, 1996.

		           Balance Sheet of Jefferson as of December 31, 1995.

		           Statement of Income of Jefferson for the year ended December 
             31, 1995.

		           Statement of Partners' Capital of Jefferson for the year ended 
             December 31, 1995.

		           Statement of Cash Flows of Jefferson for the year ended 
             December 31, 1995.

		           Notes to Financial Statements of Jefferson.




<PAGE>                                11

		           C.	Financial Statements of Sunpointe Associates Limited 
     Partnership ("Sunpointe").  The following financial statements of 
     Sunpointe are included in response to Item 8 of this report:

		           Independent Accountants' Report dated January 26, 1996.

		           Balance Sheet of Sunpointe as of December 31, 1995.

		           Statement of Income of Sunpointe for the year ended December 
             31, 1995.

		           Statement of Partners' Capital of Sunpointe for the year 
             ended December 31, 1995.

		           Statement of Cash Flows of Sunpointe for the year ended 
             December 31, 1995.

		           Notes to Financial Statements of Sunpointe.

			          2.	Financial Statement Schedules.  The information required to be 
    set forth in the financial statement schedule is included in the Financial 
    Statements filed in response to Item 8 hereof.

		          3.	Exhibits.  The following exhibits were filed as required by 
    Item 14(c) of this report.  Exhibit numbers refer to the paragraph numbers 
    under Rule 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).	Agreement of Limited Partnership dated October 15, 1986, 
            (incorporated herein by reference to Form 10-K dated December 31, 
            1986, filed pursuant to Section 13 or 15(d) of the Securities 
            Exchange Act of 1934 by America First Tax Exempt Mortgage Fund 2 
            Limited Partnership (Commission File No. 0-15329)).

			            4(b).	Form of Certificate of Beneficial Unit Certificate 
            (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)).

			            10(a).	$18,755,000 Washington State Housing Finance Commission 
            Multifamily Housing Mortgage Revenue Note (Sunpointe Apartments 
            Projects) Series 1987 (incorporated herein by reference to Form 
            10-K dated December 31, 1987, filed pursuant to Section 13 or 15(d) 
            of the Securities Exchange Act of 1934 by America First Tax Exempt 
            Mortgage Fund 2 Limited Partnership (Commission File No. 0-15329)).

			            10(b).	Lender Loan Agreement and Indenture of Trust among 
            Washington State Housing Finance Commission, the Registrant and 
            FirsTier Bank, National Association, dated September 1, 1987, 
            (incorporated herein by reference to Form 10-K dated December 31, 
            1987, filed pursuant to Section 13 or 15(d) of the Securities 
            Exchange Act of 1934 by America First Tax Exempt Mortgage Fund 2 
            Limited Partnership (Commission File No. 0-15329)).

			            10(c).	Construction Loan Agreement between the Registrant and 
            Sunpointe Associates Limited Partnership, dated September 1, 1987, 
            (incorporated herein by reference to Form 10-K dated December 31, 
            1987, filed pursuant to Section 13 or 15(d) of the Securities 
            Exchange Act of 1934 by America First Tax Exempt Mortgage Fund 2 
            Limited Partnership (Commission File No. 0-15329)).

			            24.	Power of Attorney.

	    (b)	The Registrant did not file any reports on Form 8-K during the last 
quarter of the period covered by this report.




<PAGE>                                12

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners
America First Tax Exempt Mortgage Fund 2 Limited Partnership:

We have audited the accompanying balance sheets of America First Tax Exempt 
Mortgage Fund 2 Limited Partnership as of December 31, 1995 and 1994, and the 
related statements of income, partners' capital and cash flows for each of the 
three years in the period ended December 31, 1995.  These financial statements 
are the responsibility of the Partnership's management.  Our responsibility is 
to express an opinion on these financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatements.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of America First Tax Exempt 
Mortgage Fund 2 Limited Partnership at December 31, 1995 and 1994, and the 
results of its operations and its cash flows for each of the three years in 
the period ended December 31, 1995, in conformity with generally accepted 
accounting principles.



Omaha, Nebraska
March 22, 1996									                              Coopers & Lybrand L.L.P.






To the Partners
America First Tax Exempt Mortgage Fund 2 Limited Partnership

Our report on the financial statements of America First Tax Exempt Mortgage 
Fund 2 Limited Partnership is included in this Form 10-K.  In connection with 
our audits of such financial statements, we have also audited the related 
financial statement schedules listed in Item 14.

In our opinion, the financial statement schedules referred to above, when 
considered in relation to the basic financial statements taken as a whole, 
present fairly, in all material aspects, the information required to be 
included therein.



Omaha, Nebraska
March 22, 1996                                       Coopers & Lybrand L.L.P.



















<PAGE>                                13

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                             Dec. 31, 1995       Dec. 31, 1994
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Assets
 Cash and temporary cash investments, at cost which                                                                            
  approximates market value (Note 4)                                                        $    1,912,560      $    1,969,975
 Investment in tax-exempt mortgage loans,
  net of allowance for loan losses (Note 5)                                                     31,566,526          31,566,526
 Real estate acquired in settlement of loans, net of
  accumulated depreciation and valuation allowance (Note 6)                                     25,890,570          26,770,652
 Interest receivable                                                                               196,601             189,166
 Other assets                                                                                       64,192              24,112
                                                                                             --------------      --------------
                                                                                            $   59,630,449      $   60,520,431
                                                                                             ==============      ==============
Liabilities and Partners' Capital
 Liabilities                                                                                                                   
  Accounts payable (Note 7)                                                                 $      683,013      $      655,824
  Distribution payable (Note 3)                                                                    331,163             331,163
                                                                                             --------------      --------------
                                                                                                 1,014,176             986,987
                                                                                             --------------      --------------
 Partners' Capital
  General Partner                                                                                    7,553               4,750
  Beneficial Unit Certificate Holders
  ($11.17 per BUC in 1995 and $11.35 in 1994)                                                   58,608,720          59,528,694
                                                                                             --------------      --------------
                                                                                                58,616,273          59,533,444
                                                                                             --------------      --------------
                                                                                            $   59,630,449      $   60,520,431
                                                                                             ==============      ==============

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





































<PAGE>                                14

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                For the             For the             For the
                                                                             Year Ended          Year Ended          Year Ended
                                                                          Dec. 31, 1995       Dec. 31, 1994       Dec. 31, 1993
                                                                         --------------      --------------      --------------
<S>                                                                      <C>                 <C>                 <C>
Income
 Mortgage investment income (Note 5)                                    $    2,234,610      $    2,452,200      $    2,327,505
 Rental income                                                               5,116,073           4,949,664           4,566,703
 Interest income on temporary cash investments                                  55,720              37,303              43,507
                                                                         --------------      --------------      --------------
                                                                             7,406,403           7,439,167           6,937,715
                                                                         --------------      --------------      --------------
Expenses
 General and administrative expenses (Note 7)                                  792,300             689,987             719,720
 Real estate operating expenses                                              2,359,827           2,397,067           2,268,252
 Depreciation                                                                1,197,490           1,183,588           1,172,244
                                                                         --------------      --------------      --------------
                                                                             4,349,617           4,270,642           4,160,216
                                                                         --------------      --------------      --------------
Net income                                                              $    3,056,786      $    3,168,525      $    2,777,499
                                                                         ==============      ==============      ==============
Net income allocated to:
 General Partner                                                        $       42,543      $       43,521      $       39,497
 BUC Holders                                                                 3,014,243           3,125,004           2,738,002
                                                                         --------------      --------------      --------------
                                                                        $    3,056,786      $    3,168,525      $    2,777,499
                                                                         ==============      ==============      ==============
Net income per BUC                                                      $          .57      $          .60      $          .52
                                                                         ==============      ==============      ==============
</TABLE>

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
FROM DECEMBER 31, 1992, TO DECEMBER 31, 1995
<TABLE>
<CAPTION>

                                                                                           Beneficial Unit
                                                                              General          Certificate
                                                                              Partner              Holders               Total
                                                                        --------------     ----------------     ---------------
<S>                                                                     <C>                <C>                  <C>   
Balance at December 31, 1992                                           $          527     $     61,534,122     $    61,534,649
Net income                                                                     39,497            2,738,002           2,777,499
Cash distributions paid or accrued (Note 3)
 Income                                                                       (39,055)          (2,694,205)         (2,733,260)
 Return of capital                                                               -              (1,240,012)         (1,240,012)
                                                                        --------------     ----------------     ---------------
Balance at December 31, 1993                                                      969           60,337,907          60,338,876
Net income                                                                     43,521            3,125,004           3,168,525
Cash distributions paid or accrued (Note 3)
 Income                                                                       (39,740)          (2,750,629)         (2,790,369)
 Return of capital                                                               -              (1,183,588)         (1,183,588)
                                                                        --------------     ----------------     ---------------
Balance at December 31, 1994                                                    4,750           59,528,694          59,533,444
Net income                                                                     42,543            3,014,243           3,056,786
Cash distributions paid or accrued (Note 3)
 Income                                                                       (39,740)          (2,736,727)         (2,776,467)
 Return of capital                                                               -              (1,197,490)         (1,197,490)
                                                                        --------------     ----------------     ---------------
Balance at December 31, 1995                                           $        7,553     $     58,608,720     $    58,616,273
                                                                        ==============     ================     ===============

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






<PAGE>                                15

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1995       Dec. 31, 1994       Dec. 31, 1993
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>   
Cash flows from operating activities                                                                                           
 Net income                                                            $     3,056,786     $     3,168,525     $     2,777,499
  Adjustments to reconcile net income to net cash 
   provided by operating activities
    Depreciation                                                             1,197,490           1,183,588           1,172,244
    Decrease (increase) in interest receivable                                  (7,435)             44,775             (15,353)
    Decrease (increase) in other assets                                        (40,080)             12,683             (33,545)
    Increase (decrease) in accounts payable                                     27,189              (2,900)             71,443
                                                                        ---------------     ---------------     ---------------
 Net cash provided by operating activities                                   4,233,950           4,406,671           3,972,288

Cash flow used in investing activity
 Real estate capital improvements                                             (317,408)            (28,776)            (46,773)
                                                                        ---------------     ---------------     ---------------
Cash flow used in financing activity
 Distributions paid                                                         (3,973,957)         (3,973,957)         (3,973,272)
                                                                        ---------------     ---------------     ---------------
Net increase (decrease) in cash and temporary cash investments                 (57,415)            403,938             (47,757)
Cash and temporary cash investments at beginning of year                     1,969,975           1,566,037           1,613,794 
                                                                        ---------------      ---------------     ---------------
Cash and temporary cash investments at end of year                     $     1,912,560      $    1,969,975     $     1,566,037 
                                                                        ===============      ===============     ===============

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









































<PAGE>                                16

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. Organization

America First Tax Exempt Mortgage Fund 2 Limited Partnership (the Partnership) 
was formed on September 30, 1986, under the Delaware Revised Uniform Limited 
Partnership Act for the purpose of acquiring a portfolio of federally 
tax-exempt participating first mortgage loans collateralized by 
income-producing real estate, including multifamily residential apartments and 
commercial properties.  The Partnership will terminate on December 31, 2016, 
unless terminated earlier under the provisions of the Partnership Agreement.  
The General Partner of the Partnership is America First Capital Associates 
Limited Partnership Four (AFCA 4).

2. Summary of Significant Accounting Policies

 A) Financial Statement Presentation
    The financial statements of the Partnership are prepared on the accrual 
    basis of accounting in accordance with generally accepted accounting 
    principles.  

    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 Tax-Exempt Mortgage Loans
    The Partnership records its investment in tax-exempt mortgage loans at 
    cost.  Accrual of mortgage interest income is excluded from income when, 
    in the opinion of management, collection of such interest is doubtful.  
    This interest is recognized as income when it is received.
 
 C) Real Estate Acquired in Settlement of Loans
    Property acquired through foreclosure, deed in lieu of foreclosure, or 
    foreclosure in substance is recorded at the lower of the unpaid loan 
    balance or estimated net realizable value at the date of acquisition.

 D) Allowance for Loan Losses and Valuation Allowance on Real Estate Acquired
    The allowance for loan losses is a valuation reserve which has been 
    established at a level that management feels is adequate to absorb 
    potential losses on outstanding loans.  Reserves are established for loans 
    which the Partnership considers impaired.  Loans are considered impaired 
    when it is probable that the Partnership will be unable to collect amounts 
    due according to the contractual terms of the loan agreements.  Based on 
    this analysis, all loans were considered impaired at December 31, 1995.  A 
    reserve is established for the difference between the recorded investment 
    in the mortgage loan and the fair value of the underlying collateral.  
    Financial Accounting Standard (FAS) No. 114 "Accounting by Creditors for 
    Impairment of a Loan" had no effect on the Partnerhsip's financial 
    statements.

    The valuation allowance on real estate acquired is a valuation reserve 
    which has been established for declines in the estimated fair value of 
    each property subsequent to acquisition.  

    The fair value of the collateral for the loans and the real estate 
    acquired is based on management's best estimate of the net realizable 
    value of the properties; however, the ultimate realized values may vary 
    from these estimates.  The net realizable value of the properties is 
    determined based on the discounted estimated future cash flows from the 
    properties, including estimated sales proceeds.  The calculation of 
    discounted estimated future cash flows includes certain variables such as 
    the assumed inflation rates for rents and expenses, capitalization rates 
    and discount rates.  These variables are supplied to the Partnership by an 
    independent real estate appraisal firm based upon local market conditions 
    for each property.  In certain cases, additional factors such as the 
    replacement value of the property or comparable sales of similar 
    properties are also taken into consideration.  The allowances are 
    periodically reviewed and adjustments are made to the allowances when 
    there are significant changes in the estimated net realizable value of the 
    underlying collateral for the loans or the real estate acquired.  
<PAGE>                                17
AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

 E) Depreciation
    Depreciation of real estate acquired in settlement of loans is based on 
    the estimated useful life of the property (27-1/2 years or 31-1/2 years on 
    The Exchange at Palm Bay) using the straight-line method.  Depreciation of 
    real estate improvements is based on the term of the related lease 
    agreement using the straight-line method.

 F) 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 taxable income for federal and state income tax purposes.  
    The tax basis of the Partnership's assets and liabilities exceeded the 
    reported amounts by $11,731,916 and $11,635,996 at December 31, 1995, and 
    December 31, 1994, respectively.

 G) Temporary Cash Investments
    Temporary cash investments are invested in federally tax-exempt securities 
    purchased with an original maturity of three months or less.

 H) Net Income per BUC
    Net income per BUC has been calculated based on the number of BUCs 
    outstanding (5,245,623) for all years presented.

 I) New Accounting Pronouncement
    The Financial Accounting Standards Board has issued Statement of Financial 
    Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived 
    Assets and for Long-Lived Assets to be Disposed of".  Among other things, 
    this Statement requires that long-lived assets and certain identifiable 
    intangibles to be held and used by an entity be reviewed for impairment 
    whenever events or circumstances indicate that the carrying value of an 
    asset may not be recoverable.  The Partnership plans to adopt this 
    Statement in 1996 and anticipates that the adoption of this Statement will 
    not have a material impact on the financial statements.

3. Partnership Income, Expenses and Cash Distributions

The Partnership Agreement contains provisions for the distribution of Net 
Interest Income and Net Residual Proceeds and for the allocation of income and 
expenses for tax purposes among BUC Holders. Income and expenses will be 
allocated to each BUC Holder on a monthly basis based on the number of BUCs 
held by each BUC Holder as of the last day of the month for which such 
allocation is to be made.  Distributions of Net Interest Income and Net 
Residual Proceeds will be made to each BUC Holder of record on the last day of 
each distribution period based on the number of BUCs held by each BUC Holder 
as of such date.

Net Interest Income, as defined in the Limited Partnership Agreement, in each 
distribution period will be distributed 99% to the BUC Holders and 1% to 
AFCA 4 until the BUC Holders have received distributions of Net Interest 
Income equal to a cumulative noncompounded annual return of 10% on their 
Adjusted Capital Contributions, as defined in the Limited Partnership 
Agreement, at which point all remaining Net Interest Income for such 
distribution period will be distributed 90% to the BUC Holders and 10% to 
AFCA 4.

The portion of Net Residual Proceeds, as defined in the Limited Partnership 
Agreement, representing a return of principal will be distributed 100% to the 
BUC Holders.  The portion of Net Residual Proceeds representing contingent 
interest will be distributed 100% to the BUC Holders until the BUC Holders 
have received distributions from all sources which represent a return of $20 
per BUC plus an amount equal to a cumulative, noncompounded annual return of 
10% on their Adjusted Capital Contributions.  Any remaining Net Residual 
Proceeds representing contingent interest will be distributed 100% to AFCA 4 
until the amount so distributed is equal to 10% of the Net Residual Proceeds 
representing contingent interest distributed to all parties.  Thereafter, any 
remaining Net Residual Proceeds representing contingent interest will be 
distributed 1% to BUC Holders and 99% to AFCA 4 until AFCA 4 receives an 
amount equal to .25% per annum of the outstanding principal amount of the 
mortgage loans for each year beginning January 1, 1989, and thereafter, 90% to 
the BUC Holders and 10% to AFCA 4.

<PAGE>                                18

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

Liquidation Proceeds, as defined in the Limited Partnership Agreement, 
remaining after repayment of any debts or obligations of the Partnership 
(including loans from AFCA 4) and after the establishment of any reserve AFCA 
4 deems necessary, will be distributed to AFCA 4 and BUC Holders to the extent 
of positive balances in their capital accounts.  Any remaining Liquidation 
Proceeds will be distributed in the same manner as the Net Residual Proceeds.

Cash distributions are presently made on a monthly basis but may be made 
quarterly if AFCA 4 so elects.  The cash distributions included in the 
financial statements represent the actual cash distributions made during each 
year and the cash distributions accrued at the end of each year.

4. Partnership Reserve Account

The Partnership maintains a reserve account which totaled $1,118,898 at 
December 31, 1995. The reserve account was established to maintain working 
capital for the Partnership and is available to supplement distributions to 
BUC Holders or for any other contingencies related to the ownership of the 
mortgage loans, real estate acquired and the operation of the Partnership. 

5. Investment in Tax-Exempt Mortgage Loans

The mortgage loans are issued by various state and local governments, their 
agencies and authorities to finance the construction and/or permanent 
financing of income-producing real estate properties.  However, the mortgage 
loans do not constitute an  obligation of any state or local government, 
agency or authority and no state or local government, agency or authority is 
liable on them, nor is the taxing power of any state or local government 
pledged to the payment of principal or interest on the mortgage loans.  The 
mortgage loans are nonrecourse obligations of the respective owners of the 
properties.  The sole source of funds to pay principal and interest on the 
mortgage loans is the net cash flow or the sale or refinancing proceeds from 
the properties.  Each mortgage loan, however, is collateralized by a first 
mortgage on all real and personal property included in the related property 
and an assignment of rents.

The mortgage loans provide for the payment of base interest and for the 
payment of additional contingent interest out of a portion of the net cash 
flow of the properties, and out of a portion of the sale or refinancing 
proceeds from a property, subject to various priority payments.  The principal 
of the mortgage loans will  not be amortized during the terms of the mortgage 
loans, but will be required to be repaid in lump sum payments at the 
expiration of their terms.  The Partnership has the right to require 
prepayment of any mortgage loan at any time after the tenth year of such 
mortgage loan and each mortgage loan will be prepaid to the Partnership by its 
terms on the first day of its thirteenth year.  The mortgage loans are due and 
payable upon the sale of a property.  Accordingly, the Partnership does not 
expect to hold any mortgage loan for more than 12 years.  The Partnership may 
waive compliance with any of the terms of the mortgage loans.






















<PAGE>                                19

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

Descriptions of the tax-exempt mortgages owned by the Partnership at December 
31, 1995, are as follows:

<TABLE>
<CAPTION>
                                                                                                     Carrying
                                                                                    Base            Amount of           Income
                                                        Number       Maturity   Interest         Mortgages at           Earned
  Property Name                     Location          of Units   	       Date       Rate(1)     Dec. 31, 1995          in 1995
  -----------------------------     ---------------   --------   -------------   --------    -----------------     ------------
  <S>                               <C>               <C>        <C>             <C>         <C>                   <C>
  Performing Loan:
   Jackson Park Place               Fresno, CA           296          09/01/11      8.5%    $       8,760,000     $    744,600
                                                                                             -----------------     ------------
  Nonperforming Loans:(2)
   Jefferson Place                  Olathe, KS           352          12/01/10      8.5%           12,800,000          873,694
   Avalon Ridge                     Renton, WA           356          09/01/11      8.5%           18,755,000          616,316
                                                                                             -----------------     ------------
                                                                                                   31,555,000        1,490,010
                                                                                             -----------------     ------------
                                                                                                   40,315,000     $  2,234,610
  Less allowance for loan losses                                                                   (8,748,474)     ============
                                                                                             -----------------
  Balance at December 31, 1995 (which approximates fair value)                              $      31,566,526
                                                                                             =================
</TABLE>

  (1)  In addition to the base interest rate shown, the notes bear additional 
contingent interest as defined in each revenue note which, when combined with 
the interest shown, is limited to a cumulative, noncompounded amount not 
greater than 13% per annum.  The Partnership did not receive any additional 
contingent interest in 1995, 1994 or 1993.

  (2)  Nonperforming loans are loans which are not fully current as to 
interest payments.  The amount of foregone interest on nonperforming loans was 
$1,192,165 for 1995, $974,575 for 1994, and $1,099,270 for 1993.

<TABLE>
<CAPTION>
 									                                                                    For the		           For the		           For the
									                                                                  Year Ended	        	Year Ended	        	Year Ended
									                                                               Dec. 31, 1995		     Dec. 31, 1994		     Dec. 31, 1993
													                                                          ---------------     ---------------     ---------------
<S>                                                                    <C>                 <C>                 <C>  
Reconciliation of the carrying amounts of the
 mortgage loans is as follows:
 	Balance at beginning and end of year						                          $	   40,315,000 	   $   	40,315,000 	   $	   40,315,000
													                                                          ===============     ===============     ===============
The following summarizes the activity in the
 allowance for loan losses:												
	 Balance at beginning and end of year							                         $	    8,748,474 	   $	    8,748,474 	   $	    8,748,474
                                                                       ===============     ===============     ===============
</TABLE>


















<PAGE>                                20

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

Unauditied combined condensed financial information of the properties 
collateralizing the Partnership's investment in tax-exempt mortgage loans is 
as follows:
<TABLE>
<CAPTION>
                                                                            Dec. 31, 1995
                                                                           ---------------
<S>                                                                        <C>
Assets
  Real estate                                                             $    26,604,596
  Restricted deposits and funded reserves                                         305,542
  Other assets                                                                    321,726
                                                                           ---------------
                                                                          $    27,231,864
                                                                           ===============
Liabilities and Partners' Capital
  Liabilities
    Mortgage and notes payable                                            $    43,750,000
    Accrued interest payable                                                   10,094,128
    Other liabilities                                                           1,726,448
  Partners' Capital (Deficit)                                                 (28,338,712)
                                                                           ---------------
                                                                          $    27,231,864
                                                                           ===============

Rental income                                                             $     5,722,415
                                                                           ===============
Net loss                                                                  $    (3,050,840)
                                                                           ===============
</TABLE>

6. Real Estate Acquired in Settlement of Loans

Real estate acquired in settlement of loans at December 31, 1995, is comprised 
of the following:

<TABLE>
<CAPTION>
                                                                                    Building         Carrying         Carrying
                                                    Number                               and         Value at         Value at
  Property Name                Location            of Units   	        Land     Improvements    Dec. 31, 1995    Dec. 31, 1994
  --------------------------   -----------------   --------     ------------   --------------   --------------   --------------
  <S>                          <C>                 <C>          <C>            <C>              <C>              <C>
  Covey at Fox Valley          Aurora, IL             216      $  1,320,000   $   11,090,000   $   12,410,000   $   12,410,000
  The Exchange at Palm Bay     Palm Bay, FL        72,002(1)      1,150,318        5,006,913        6,157,231        5,839,823
  The Park at Fifty Eight      Chattanooga, TN         96           135,000        2,553,474        2,688,474        2,688,474
  Shelby Heights               Bristol, TN            100           175,000        3,275,000        3,450,000        3,450,000
  Coral Point                  Mesa, AZ               336         2,240,000        8,960,000       11,200,000       11,200,000
                                                                                                --------------    -------------
                                                                                                   35,905,705       35,588,297
  Less accumulated depreciation                                                                    (6,515,135)      (5,317,645)
                                                                                                --------------    -------------
                                                                                                   29,390,570       30,270,652
  Less valuation allowance                                                                         (3,500,000)      (3,500,000)
                                                                                                --------------    -------------
  Balance at end of year                                                                       $   25,890,570    $  26,770,652
                                                                                                ==============    =============
</TABLE>
  (1)  Represents square feet.












<PAGE>                                21

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

<TABLE>
<CAPTION>
									                                                                     For the		           For the		           For the
									                                                                  Year Ended		        Year Ended		        Year Ended
									                                                               Dec. 31, 1995		     Dec. 31, 1994		     Dec. 31, 1993
														                                                         ---------------     ---------------     ---------------
	<S>                                                                   <C>                 <C>                 <C>
Reconciliation of the carrying values of the
 real estate held is as follows:
 	Balance at beginning of year							                                 $   	30,270,652 	   $	   31,425,464    	$	   32,550,935
   Capital improvements		                                               						317,408 		           28,776 		           46,773
   Depreciation								                                                    (1,197,490)		       (1,183,588)		       (1,172,244)
														                                                         ---------------     ---------------     ---------------
  Balance at end of year					                                             	29,390,570        		30,270,652 	       	31,425,464
       														                                                  ===============     ===============     ===============
The following summarizes the activity in the
 valuation allowance:
 	Balance at beginning and end of year							                         $	     3,500,000   	$     	3,500,000   	$     	3,500,000
                                                                      ================    ================    ================
</TABLE>

7.	Transactions with Related Parties

Substantially all of the Partnership's general and administrative expenses are 
paid by AFCA 4 or an affiliate and reimbursed by the Partnership.  The amounts 
of such expenses reimbursed to AFCA 4 or an affiliate are shown below.  The 
reimbursed expenses are presented on a cash basis and do not reflect accruals 
made at the end of each year.

<TABLE>
<CAPTION>
									                                                                        1995		              1994		              1993
                                                                       ---------------     ---------------     ---------------
<S>                                                                    <C>                 <C>                 <C>
Reimbursable salaries and benefits							                             $	      370,211 	   $	      270,973 	   $	      261,325
Professional fees and expenses								                                         40,360 		           46,180 		           34,262
Investor services and custodial fees								                                   51,664 		           48,653            		51,315
Report preparation and distribution			                                    					16,854            		19,891            		31,087
Consulting and travel expenses					                                          			3,936            		11,097            		18,591
Registration fees							                                                      	18,037            		17,912 		           13,667
Telephone								                                                               8,729 		            7,538 		           10,009
Other expenses								                                                         27,088 		           29,616             	31,327
Insurance								                                                              19,136            		14,014              	3,686
													                                                          ---------------     ---------------     ---------------
								                                                              $	      556,015 	   $	      465,874 	   $      	455,269
                                                                       ===============     ===============     ===============
</TABLE>

AFCA 4 received from property owners administrative fees of $8,066 for the 
year ended December 31, 1995.  AFCA 4 did not receive any administrative fees 
from property owners in 1994 or 1993.  Since these fees are not Partnership 
expenses, they have not been reflected in the accompanying financial 
statements.  Pursuant to the Limited Partnership Agreement, AFCA 4 is entitled 
to an administrative fee from the Partnership in the event the Partnership 
becomes the equity owner of a property by reason of foreclosure.  The amount 
of such fees paid to AFCA 4 was $226,200 in each of the years ended December 
31, 1995, 1994 and 1993.

The general partner of the property partnership which owns Jefferson Place is 
principally owned by an employee of an affiliate of AFCA 4.  Such employee has 
a nominal interest in the affiliate.  AFCA 4 and an affiliated mortgage fund 
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 and the mortgage 
loan.  The general partner received no cash distributions from the partnership 
in 1995, 1994, or 1993.





<PAGE>                                22

AMERICA FIRST TAX EXEMPT MORTGAGE FUND 2 LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

An affiliate of AFCA 4 was retained to provide property management services 
for Covey at Fox Valley, The Park at Fifty Eight and Shelby Heights, (all since 
August 1992),  Coral Point (beginning in March 1993) Jefferson Place (beginning 
in May 1993) and Avalon Ridge (beginning in September 1994).  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 $382,143 in 1995, $297,836 
in 1994 and $222,445 in 1993.

8.	Summary of Unaudited Quarterly Results of Operations												
<TABLE>
<CAPTION>													
							                                                     First		            Second		             Third		            Fourth
From January 1, 1995 to December 31, 1995		           				Quarter	           	Quarter		           Quarter		           Quarter
													                                      ---------------     ---------------     ---------------     ---------------
<S>                                                           <C>                 <C>                 <C>                 <C>
Total income					                                 $    	1,960,471    	$	    1,779,901    	$    	1,797,012    	$	    1,869,019
Total expenses		                                   				(1,088,051)	         	(918,865)	       	(1,171,816)		       (1,170,885)
													                                      ---------------     ---------------     ---------------     ---------------
Net income					                                   $	      872,420  	  $	      861,036    	$	      625,196    	$      	698,134
													                                      ===============     ===============     ===============     ===============
Net income per BUC					                           $	          .16    	$          	.16    	$  	        .12    	$        	  .13
													                                      ===============     ===============     ===============     ===============
Market Price per BUC
 High sale						                                          8-1/2 		            8-59/64 		            9-1/4 		            9-3/8 
 Low sale						                                           7-3/4   		          8-1/8 		              8-1/8             		8-1/2
													                                      ===============     ===============     ===============     ===============
</TABLE>
<TABLE>
<CAPTION>
                                                     							First		           Second		              Third		            Fourth
From January 1, 1994 to December 31, 1994						           Quarter		          Quarter		            Quarter		           Quarter
													                                      ---------------     ---------------     ---------------     ---------------
<S>													                                              <C>                 <C>                 <C>                 <C>
Total income					                                 $	    1,817,734    	$    	1,870,398    	$	    1,793,071 	   $    	1,957,964
Total expenses						                                   (1,050,083)		       (1,060,129)		       (1,124,968)		       (1,035,462)
													                                      ---------------     ---------------     ---------------     ---------------
Net income					                                   $	      767,651 	   $	      810,269 	   $	      668,103 	   $	      922,502 
													                                      ===============     ===============     ===============     ===============
Net income per BUC					                           $        	  .15 	   $	          .15    	$          	.13 	   $	          .17
													                                      ===============     ===============     ===============     ===============
Market Price per BUC
 High sale						                                          9		                 9-1/4 		            9-1/4 		            9-1/4
 Low sale						                                           8	 	                8-1/2 		            8-1/2 		            7-1/8
													                                      ===============     ===============     ===============     ==============
</TABLE>
The BUCs are quoted on the NASDAQ National Market System under the symbol 
ATAXZ.  The high and low quarterly prices of the BUCs shown represent the 
final sales prices and were compiled from the Monthly Statistical Reports 
provided to the Partnership by the National Association of Securities Dealers, 
Inc. 												




















<PAGE>                                23

Schedule III

TAX EXEMPT MORTGAGE FUND 2
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

<TABLE>
<CAPTION>
								                                                                                                  Costs Capitalized
					                                                                            Initial Cost			              Subsequent
                             Description			 		                                  to Partnership			           to Acquisition
------------------------------------------------------------------------   -------------------------   ------------------------
                                                                                    		 				Building	      Building
						                                                                                       and	           and		      Carrying
Property	                  Location	          # of Units	   Encumbrances	        Land	 	 Improvements	  Improvements	 	   Costs
------------------------   ---------------   ------------   ------------   -----------   ------------   ------------   --------
<S>                        <C>               <C>            <C>            <C>           <C>            <C>            <C>
Covey at Fox Valley	       Aurora, IL	          216 	            (a)	     $ 1,320,000  	$ 11,090,000 	 $       -      $   -
The Exchange at Palm Bay	  Palm Bay, FL	     72,002 sq ft	       (a)	       1,150,318  		  4,349,682 	      339,823 	 	   -
The Park at Fifty Eight	   Chattanooga, TN	      96 	            (a)	         135,000  		  2,553,474 	         -         	-
Shelby Heights	            Bristol, TN	         100 	            (a)	         175,000  		  3,275,000 	         -         	-
Coral Point	               Mesa, AZ	            336 	            (a)	       2,240,000  		  8,960,000 	         -         	-
                                                                           -----------   ------------   ------------   --------
				                                                                      $ 5,020,318   $ 30,228,156	  $    339,823		 $   -
																                                                           ===========   ============   ============   ========
</TABLE>
<TABLE>
<CAPTION>
                               Gross Amount at December 31, 1994
                           -----------------------------------------
                                           Building		                  Accumulated			                                  Which
						                                       and	             Total	  Depreciation	        Date of	      Date   Depreciation
Property	                        Land	   Improvements	          (b)	           (c)	   Construction	  Acquired	   is Computed
------------------------   -----------   ------------   ------------   ------------   ------------   --------   ------------
<S>                        <C>           <C>            <C>            <C>            <C>            <C>        <C>
Covey at Fox Valley	      $ 1,320,000  	$ 11,090,000 	 $ 12,410,000 	 $  2,419,632  	      1989	       1989	     27.5 years
The Exchange at Palm Bay	   1,150,318  	   4,689,505 	    5,839,823 	    1,034,322  	      1988	       1990	     31.5 years
The Park at Fifty Eight	      135,000  	   2,553,474 	    2,688,474 	      340,464  	      1987	       1991	     27.5 years
Shelby Heights	               175,000  	   3,275,000 	    3,450,000 	      421,781  	      1987	       1991	     27.5 years
Coral Point	                2,240,000  	   8,960,000 	   11,200,000 	    1,101,446  	      1987	       1991	     27.5 years
                           -----------   ------------   ------------   ------------
				                      $ 5,020,318	  $ 30,567,979	  $ 35,588,297	  $  5,317,645
																           ===========   ============   ============   ============
</TABLE>

(a) 	The Partnership has no encumbrances against these properties.
(b) 	Reconciliation of Real Estate:															
<TABLE>
<CAPTION>
                                 		        		1994
                                   ---------------
<S>                                <C>
Balance - beginning of year			    $    35,559,521
Acquisitions			                              -
Improvements			                            28,776
Carrying costs			                            -
                                   ---------------
Balance - end of year			          $    35,588,297
									                          ===============
</TABLE>

(c) 	Reconciliation of Accumulated Depreciation:								
<TABLE>
<CAPTION>
				                                         1994
                                   ---------------
<S>                                <C>
Balance - beginning of year			    $     4,134,057
Depreciation expense			                 1,183,588
                                   ---------------
Balance - end of year			          $     5,317,645
                                   ===============



<PAGE>                                24

Schedule III

TAX EXEMPT MORTGAGE FUND 2
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995


</TABLE>
<TABLE>
<CAPTION>
								                                                                                                  Costs Capitalized
					                                                                            Initial Cost			              Subsequent
                             Description			 		                                  to Partnership			           to Acquisition
------------------------------------------------------------------------   -------------------------   ------------------------
                                                                                    		 				Building	      Building
						                                                                                       and	           and		      Carrying
Property	                  Location	          # of Units	   Encumbrances	        Land	 	 Improvements	  Improvements	 	   Costs
------------------------   ---------------   ------------   ------------   -----------   ------------   ------------   --------
<S>                        <C>               <C>            <C>            <C>           <C>            <C>            <C>
Covey at Fox Valley	       Aurora, IL	          216 	            (a)	     $ 1,320,000  	$ 11,090,000 	 $       -      $   -
The Exchange at Palm Bay	  Palm Bay, FL	     72,002 sq ft	       (a)	       1,150,318  		  4,349,682 	      657,231 	 	   -
The Park at Fifty Eight	   Chattanooga, TN	      96 	            (a)	         135,000  		  2,553,474 	         -         	-
Shelby Heights	            Bristol, TN	         100 	            (a)	         175,000  		  3,275,000 	         -         	-
Coral Point	               Mesa, AZ	            336 	            (a)	       2,240,000  		  8,960,000 	         -         	-
                                                                           -----------   ------------   ------------   --------
				                                                                      $ 5,020,318   $ 30,228,156	  $    657,231		 $   -
																                                                           ===========   ============   ============   ========
</TABLE>
<TABLE>
<CAPTION>
                               Gross Amount at December 31, 1995
                           -----------------------------------------
                                           Building		                  Accumulated			                                  Which
						                                       and	             Total	  Depreciation	        Date of	      Date   Depreciation
Property	                        Land	   Improvements	          (b)	           (c)	   Construction	  Acquired	   is Computed
------------------------   -----------   ------------   ------------   ------------   ------------   --------   ------------
<S>                        <C>           <C>            <C>            <C>            <C>            <C>        <C>
Covey at Fox Valley	      $ 1,320,000  	$ 11,090,000 	 $ 12,410,000 	 $  2,822,904  	      1989	       1989	     27.5 years
The Exchange at Palm Bay	   1,150,318  	   5,006,913 	    6,157,231 	    1,290,777  	      1988	       1990	     31.5 years
The Park at Fifty Eight	      135,000  	   2,553,474 	    2,688,474 	      433,318  	      1987	       1991	     27.5 years
Shelby Heights	               175,000  	   3,275,000 	    3,450,000 	      540,872  	      1987	       1991	     27.5 years
Coral Point	                2,240,000  	   8,960,000 	   11,200,000 	    1,427,264  	      1987	       1991	     27.5 years
                           -----------   ------------   ------------   ------------
				                      $ 5,020,318	  $ 30,885,387	  $ 35,905,705	  $  6,515,135
																           ===========   ============   ============   ============
</TABLE>

(a) 	The Partnership has no encumbrances against these properties.	
(b) 	Reconciliation of Real Estate:															
<TABLE>
<CAPTION>
                                 		        		1995
                                   ---------------
<S>                                <C>
Balance - beginning of year			    $    35,588,297
Acquisitions			                              -
Improvements			                           317,408
Carrying costs			                            -
                                   ---------------
Balance - end of year			          $    35,905,705
									                          ===============
</TABLE>

(c) 	Reconciliation of Accumulated Depreciation:								
<TABLE>
<CAPTION>
				                                         1995
                                   ---------------
<S>                                <C>
Balance - beginning of year			    $     5,317,645
Depreciation expense			                 1,197,490
                                   ---------------
Balance - end of year			          $     6,515,135
                                   ===============



<PAGE>                                25











                            JEFFERSON PLACE, L.P.
                      (A Missouri Limited Partnership)

                            FINANCIAL STATEMENTS

                             DECEMBER 31, 1995
 




























































                               TABLE OF CONTENTS

                                                                         PAGE


AUDITORS' REPORT		                                                         1

FINANCIAL STATEMENTS

 BALANCE SHEET		                                                           2

 STATEMENT OF INCOME		                                                     3

 STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)		                      4

 STATEMENT OF CASH FLOWS		                                                 5

NOTES TO FINANCIAL STATEMENTS		                                          6-8
 


























































The Partners
Jefferson Place, L.P.
Omaha, Nebraska


INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Jefferson Place, L.P.,  (a 
Missouri Limited Partnership) (the "Partnership"), as of December 31, 1995, 
and the related statements of income, changes in partners' equity (deficit) 
and cash flows for the year then ended.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audit provides a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Jefferson Place, L.P., as of 
December 31, 1995, and the results of its operations and the changes in 
partners' equity (deficit) and cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern. As discussed in Note 10 to the 
financial statements, the Partnership has experienced recurring losses from 
operations and has a working capital deficiency and a net capital deficiency 
that raise substantial doubt about the Partnership's ability to continue as a 
going concern. The accompanying financial statements do not include any 
adjustments that might result from the outcome of this uncertainty.



                                     Mueller, Prost, Purk & Willbrand, P.C.
January 26, 1996	                    Certified Public Accountants

































<PAGE>                                1






































                            FINANCIAL STATEMENTS
 






































JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
BALANCE SHEET
DECEMBER 31, 1995


</TABLE>
<TABLE>
<S>                                                        <C>                 <C>
ASSETS
 Current Assets
	 Cash	                                                    $		     108,614
	 Tenant accounts receivable			                                      3,042
	 Prepaid expenses		                                               	22,293
                                                            ---------------
	   Total Current Assets				                                                   $ 		    133,949
	
 Funded Deposits Held in Trust
	 Security deposits			                                              16,438
                                                            ---------------
	   Total Funded Deposits Held in Trust					                                            16,438

 Restricted Deposits and Funded Reserves
	 Taxes and insurance escrow			                                     34,214
                                                            ---------------
	   Total Restricted Deposits and Funded Reserves			                                    34,214

 Property and Equipment
	 Land			                                                          339,063
	 Buildings			                                                  10,894,462
	 Equipment			                                                     398,521
                                                            ---------------
  	Total Property and Equipment			                              11,632,046
 	Less: Accumulated depreciation		                             	(5,521,434)
                                                            ---------------
   	Net Property and Equipment 				                                                 	6,110,612

 Other Assets
 	Utility Deposits			                                                2,250
                                                            ---------------
   	Total Other Assets 						                                                            2,250
                                                                                ---------------
	   Total Assets                      				                                     $		   6,297,463
                                                                                ===============

LIABILITIES
 Current Liabilities
	 Accrued interest payable	                                $		   3,116,962
	 Accrued real estate taxes			                                      58,222
	 Other accrued expenses			                                         12,623
  Prepaid rent			                                                   17,943
                                                            ---------------
   	Total Current Liabilities                       				                       $	    3,205,750

 Deposit Liabilities
	 Security deposits			                                              53,872
                                                            ---------------
	   Total Deposit Liabilities					                                                      53,872

 Long-Term Liabilities
 	Mortgage payable 			                                          12,800,000
 	Accrued administrative fees			                                   679,219
                                                            ---------------
   	Total Long-Term Liabilities				                                                	13,479,219
                                                                                ---------------
   	Total Liabilities					                                                          16,738,841

PARTNERS' EQUITY (DEFICIT)
	General partner			                                                (63,409)
	Limited partners			                                           (10,377,969)
                                                            ---------------
	  Total Partners' Equity (Deficit)				                                            (10,441,378)
                                                                                ---------------
  	Total Liabilities and Partners' Equity (Deficit)				                        $	    6,297,463
                                                                                ===============
</TABLE>
The Notes to Financial Statements are an integral part of this statement.
<PAGE>                                2

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S>                                                        <C>                 <C>
INCOME
	Rental income	                                            $	   	1,603,103
	Interest income			                                                 10,903
	Other income			                                                    95,944
	Income from forfeited security deposits			                         15,567
                                                            ---------------
	  Total Income				                                                            $		   1,725,517

EXPENSES
	Operating Expenses
		Salaries and wages			                                            186,022
		Real estate taxes	                                             		116,444
		Insurance		                                                      	27,007
		Utilities		                                                     	144,925
		Professional fees			                                              11,052
		Advertising and promotional fees			                               34,090
                                                            ---------------
   	Total Operating Expenses 						                                                    519,540

	Maintenance Expenses
		Repairs and maintenance			                                       184,491
		Security			                                                        5,824
		Cleaning			                                                        8,603
		Supplies			                                                       23,816
	                                                           ---------------
    Total Maintenance Expenses 						                                                  222,734

	Management Expenses
		Administrative and office	                                      	 24,358
		Management fees			                                                83,866
                                                            ---------------
   	Total Management Expenses						                                                    108,224

	Mortgage Interest Expense			                                    1,276,370
                                                            ---------------
	   Total Mortgage Interest Expense						                                            1,276,370

	Other Expenses
		Administrative fees			                                            88,800
		Depreciation			                                                  578,958
                                                            ---------------
   	Total Other Expenses					 	                                                        667,758
                                                                                ---------------
	   Total Expenses						                                                             2,794,626
                                                                                ---------------
   	Net Loss				                                                               $	  	(1,069,109)
                                                                                ===============
</TABLE>	
The Notes to Financial Statements are an integral part	of this statement.



















<PAGE>                                3

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
		                                                                              Limited Partners	
                                          -------------------------------------------------------------------------------------
		                                          Special	      Class A
                               	General	    Limited	      Limited
	                               Partner	    Partner	      Partner		             Class B Limited Partners	
                            -----------  ---------- -------------- ----------------------------------------------
	                                          	Liberty	       Liberty				                                     Chase	        Total
	                                   JHC	 Associates	    Tax Credit	 DRI Equity	   Mark D.	  Susan L.	 Properties,	     Limited
	                           Corporation	   IV, L.P.	Plus III, L.P.	Corporation	     Rose	      Rose	         Inc.	    Partners
                            -----------  ---------- -------------- -----------  ---------  --------- ------------  ------------
<S>                         <C>          <C>        <C>            <C>          <C>        <C>        <C>           <C>
Balance, December 31, 1994		$  (52,718)	$  (52,718)	$  (3,781,735)	$    78,470	$(280,988)	$(280,988)	$(5,001,592) $ (9,319,551)

Net Loss for the Year				      (10,691)			 (10,691)			   (908,743)		   	(1,390)		 (6,949)		  (6,949)		  (123,696)		 (1,058,418)
                             ----------  ----------  -------------  ----------- ---------  ---------  -----------  ------------

Balance, December 31, 1995		$		(63,409)	$		(63,409)	$		(4,690,478)	$  		77,080	$(287,937)	$(287,937)	$(5,125,288)	$(10,377,969)
                             ==========  ==========  =============  =========== =========  =========  ===========  ============
Partners's Percentage of
   Partnership losses 		          1.00%	     	1.00%		       85.00%		      0.13%	    0.65%		    0.65%		     11.57%		      99.00%
                             =========   =========   ============   ==========  ========   ========   ==========   ===========
</TABLE>
<TABLE>
<CAPTION>
                                    Total
	                                Partners'
                                  Deficit
                             -------------
<S>                          <C>
Balance, December 31, 1994		$  (9,372,269)

Net Loss for the Year				   	 	(1,069,109)
                             -------------

Balance, December 31, 1995		$ (10,441,378)
                             =============
Partners's Percentage of
   Partnership losses 		           100.00%
                             ============
</TABLE>
The Notes to Financial Statements are an integral part of this statement.


 	
 
























<PAGE>                                4

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S>                                                                                 <C>
Cash Flows from Operating Activities
	Net loss	                                                                         $  		(1,069,109)
                                                                                    ---------------
	Adjustments to reconcile net loss to net cash provided by operating activities
		Depreciation			                                                                          578,958
		Change in assets - (increase) decrease
			Tenant accounts receivable			                                                            (1,932)
			Property tax refund receivable			                                                         8,139
			Prepaid expenses			                                                                        (352)
		Change in liabilities - increase (decrease)
			Accrued interest payable			                                                             412,612
			Accrued real estate taxes			                                                             10,897
			Other accrued expenses			                                                                (5,979)
			Prepaid rent			                                                                          13,605
			Security deposits			                                                                      5,186
			Accrued administrative fees			                                                           77,800
                                                                                    ---------------
   		Total Adjustments			                                                                1,098,934
                                                                                    ---------------
Net Cash Provided by Operating Activities		                                                	29,825
                                                                                    ---------------
Cash Flows from Financing Activities
	Net deposit and withdrawals in restricted deposits and funded reserves			                   2,075
                                                                                    ---------------
    	Net Cash Provided by Financing Activities			                                            2,075
                                                                                    ---------------
Net Increase in Cash			                                                                     31,900

Cash - Beginning of Year			                                                                 93,152
                                                                                    ---------------
Cash - End of Year	                                                                $		     125,052
                                                                                    ===============
</TABLE>
The Notes to Financial Statements are an integral part	of this statement.


































<PAGE>	                               5

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
NOTES TO FINANCIAL STATEMENTS

NOTE 1	 ORGANIZATION

Jefferson Place, L.P., a Missouri limited partnership, (the "Partnership"), 
was formed on April 18, 1985, pursuant to the terms of an Agreement of Limited 
Partnership for the purpose of acquiring and operating the Jefferson Place 
Apartments complex (the "Project"), a 352-unit apartment complex located in 
Olathe, Kansas. The Partnership will dissolve on December 31, 2033, unless 
sooner dissolved pursuant to any provision of the Partnership agreement.

On October 1, 1990, pursuant to the Second Amended and Restated Agreement of 
Limited Partnership, DRI Equity Corporation withdrew from the Partnership as 
general partner and became a Class B limited partner with a .13% interest.  
DRI assigned its interest to JHC Corporation as the general partner  with a 1% 
interest. Liberty Associates IV L.P. is the Partnership's special limited 
partner with a 1% interest and has the authority, among other things, to 
remove the general partner under certain circumstances and to consent to the 
sale of the Partnership's assets. The Partnership has three other Class B 
limited partners, Mark D. Rose (.65%), Susan L. Rose (.65%), and Chase 
Properties, Inc., a Missouri corporation (11.57%), as well as a Class A 
limited partner, Liberty Tax Credit Plus III L.P., a Delaware limited 
partnership who owns an 85% interest.


NOTE 2 	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting

The accompanying financial statements have been prepared on the accrual basis 
of accounting.  The Partnershp also reports its operating results for income 
tax purposes on the accrual basis.  No provision for income taxes is made 
because any liability for income taxes is that of the individual partners and 
not that of the Project.

Use of Estimates

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 estimated amounts.

Security Deposits

The security deposit liability exceeds the security deposit cash account by 
$37,434.  Management has stated that this deficiency will be funded from the 
operating cash account as cash flow becomes available.

Bad Debts

The Partnership records bad debts using the direct write off method which is 
not materially different from the allowance method.  No bad debt expense was 
recorded for the period ended December 31, 1995.

Property and Equipment

Property and equipment are recorded at cost.  Major additions and improvements 
are capitalized to the property accounts while replacements, maintenance and 
repairs which do not improve or extend the useful life of the respective 
assets are expensed currently.  	

Depreciation is calculated using the straight-line method over estimated 
useful lives ranging from 5 to 19 years.  The total depreciation expensed in 
1995 was $578,958.

Concentration of Credit Risk

The Partnership maintains the majority of its cash balances in one financial 
institution.  The balances are insured by the Federal Deposit Insurance 
Corporation up to $100,000.  At December 31, 1995, the Partnership's uninsured 
cash balances totaled $16,585.
<PAGE>                                6

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 3	STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.  Cash includes cash and security deposits.  

Cash paid during the year for:

  Interest	                                                   $		863,758


NOTE 4	RESTRICTED DEPOSITS AND FUNDED RESERVES

Taxes and insurance escrow reserves, consisting of money market funds, are 
maintained under the control of the mortgage note holder for the benefit of 
the Partnership and in an interest-bearing account with a federally insured 
financial institution.

Disbursements from the escrow are for real estate taxes and insurance 
premiums. Interest earned on the funds is transferred to the operating cash 
account quarterly.

NOTE 5	MORTGAGE PAYABLE

The Partnership financed the construction of the Project with Multi-Family 
Housing Revenue Notes ("Notes") issued by the City of Olathe, Kansas ("City") 
in the face amount of $12,800,000.  On December 1, 1986, the Notes were 
purchased by America First Tax-Exempt Mortgage Fund 2 Limited Partnership 
("America First").  The Notes are nonrecourse obligations of the owners of the 
Partnership. The Notes are not an obligation to the City, nor is the taxing 
power of the City pledged to the payment of principal and interest on the 
Notes.  The net cash flow of the Partnership and the proceeds from the sale or 
refinancing of the Partnership are the sole source of funds to pay principal 
and interest on the Notes.  The Notes are collateralized by all real and 
personal property of the Partnership and an assignment of rents.  The 
principal balance of the Notes is due in a lump sum on December 1, 2010.  Base 
interest on the Notes accrues at 8.5% per annum.

In connection with the reorganization of the Partnership on October 1, 1990, 
the terms of the Notes were amended pursuant to a mortgage modification 
agreement.  The mortgage modification agreement was to induce America First to 
waive defaults under the original Note and to induce the new limited partners 
to infuse additional capital. The mortgage modification agreement provides, 
among other provisions, for the following:  

1) America First agrees not to declare a default under the Notes, mortgage and 
   related documents during the term of the modification agreement, which 
   expires December 31, 2002.  

2) America First agrees to accept the monthly cash flow from the Partnership 
   as partial payment of base interest.  If the monthly cash flow is less than 
   the amount of base interest due for each month, the unpaid base interest 
   accrues and will be paid from excess cash flow in future months. The 
   difference between the base interest on the Notes and the payments  to 
   America First from available monthly cash flow will bear interest at 8.5% 
   per annum until paid. At December 31, 1995, mortgage interest expense 
   included additional interest on accrued base interest of $188,370.  

3) The mortgage modification agreement also specifies the allocation of sale 
   or refinancing proceeds of the Partnership among the partners and payment 
   of accrued interest to America First.









<PAGE>                                7

JEFFERSON PLACE, L.P.
(a Missouri Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 6	ACCRUED INTEREST PAYABLE

Accrued interest payable as of December 31, 1995 consisted of the following:
<TABLE>
   <S>                                                        <C>
	  Accrued interest payable on bond	                         $		2,334,194
	  Accrued interest on unpaid interest		                         	782,768
                                                              ------------
     Total Accrued Interest Payable	                         $		3,116,962
                                                              ============
</TABLE>

NOTE 7	CONTINGENT INTEREST

In addition to base interest, the Notes provide for the payment of additional 
contingent interest that is payable only to the extent the Partnership 
generates excess net cash flows or from the sale or refinancing proceeds of 
the Partnership, subject to various priority payments. Contingent interest 
during the construction period (December 1, 1986 through August 31, 1987) at 
3.5% per annum totaled $118,890. Contingent interest at 4.5% per annum, 
excluding contingent construction period interest, totaled $4,800,000 through 
December 31, 1995. Contingent interest amounts have not been accrued in the 
accompanying financial statements.

NOTE 8	RELATED PARTY TRANSACTIONS

Management Fees

On May 1, 1993, America First Properties Management, Inc., an affiliate of the 
general partner, took over management of the Partnership. Their fee is 5% of 
collected receipts, effective July, 1995. Management fees for 1995 are 
$83,866. The Partnership owed America First Properties Management, Inc. $4,564 
at December 31, 1995.

Administrative Fees

Under the terms of the Notes, the Partnership accrues administrative fees of 
$6,400 per month to an affiliate of America First. Under the terms of the 
Second Amended and Restated Agreement of Limited Partnership, the Partnership 
accrues additional administrative fees of $1,000 per month to Liberty 
Associates IV, L.P.  Administrative fees totaled $88,800 in 1995. Accrued and 
unpaid administrative fees totaled $679,219 at December 31, 1995. 

Administrative fees payable to America First are to be paid solely from the 
proceeds of a sale or refinancing.  Administrative fees payable to Liberty 
Associates IV, L.P. are paid from excess cash flow after the payment of all 
operating expenses except interest.

NOTE 9	CONTINGENCIES

Pursuant to a Tax Credit Guaranty Agreement signed on October 1, 1990, the 
Partnership and America First guarantee Liberty Tax Credit Plus III, L.P. 
("Liberty") specified minimum amounts of tax credits to be generated by the 
Partnership through the rental of apartments to qualified tenants. If the 
Partnership fails to generate tax credits of approximately $131,000 annually 
for years 1991 through 1997 for the benefit of Liberty, America First and the 
Partnership will be required to pay Liberty an amount equal to $.633 for each 
$1 of credits below the specified minimum amounts.

Tax credits generated by the Partnership in 1995 were in excess of the minimum 
amount of such credits specified in the Tax Credit Guaranty Agreement.

NOTE 10	GOING CONCERN CONSIDERATIONS

The Partnership has consistently been unable to generate sufficient cash flow 
from operations to pay base interest on the mortgage payable. The Partnership 
has, however, generated cash flows sufficient to cover the cost of operations 
and partially pay base interest on the mortgage payable.  As more fully 
described in Note 5, America First (the mortgagee) has agreed not to declare a 
default under the terms of the mortgage payable.
<PAGE>                                8











                   SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
                      (A Washington Limited Partnership)

                             FINANCIAL STATEMENTS

                              DECEMBER 31, 1995
 




























































                               TABLE  OF  CONTENTS



                                                                         PAGE

AUDITORS' REPORT		                                                         1

FINANCIAL STATEMENTS

	BALANCE SHEET		                                                           2

	STATEMENT OF INCOME (UNAUDITED)		                                         3

	STATEMENT OF CHANGES IN PARTNERS'
		EQUITY (DEFICIT) (UNAUDITED)		                                           4

	STATEMENT OF CASH FLOWS (UNAUDITED)		                                     5

NOTES TO FINANCIAL STATEMENTS		                                          6-7
 
























































To the Partners
Sunpointe Associates Limited Partnership
Omaha, Nebraska


INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Sunpointe Associates Limited 
Partnership, (a Washington Limited Partnership) (the "Partnership"), as of 
December 31, 1995.  This financial statement is the responsibility of the 
Partnership's management.  Our responsibility is to express an opinion on this 
financial statement based on our audit.

Except as discussed in the following paragraph, we conducted our audit in 
accordance with generally accepted auditing standards.  Those standards 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the balance sheet is free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the balance sheet.  An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall balance sheet presentation.  We believe that 
our audit provides a reasonable basis for our opinion.

This was our first audit of the Partnership's balance sheet, and, in 
accordance with management's instructions, we did not extend our auditing 
procedures to enable us to express, and we do not express, an opinion on the 
consistency of application of accounting principles with the preceding year.  
Because we were not engaged to audit the statements of income, retained 
earnings, and cash flows, we did not extend our auditing procedures to enable 
us to express an opinion on the results of operations and cash flows for the 
year ended December 31, 1995.  Accordingly, we express no opinion on them.

In our opinion, the balance sheet referred to in the first paragraph presents 
fairly, in all material respects, the financial position of Sunpointe 
Associates Limited Partnership as of December 31, 1995, in conformity with 
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the 
Partnership will continue as a going concern.  As shown in the financial 
statements, the Partnership incurred a net loss of $1,761,506 during the year 
ended December 31, 1995, and, as of that date, had a net worth of 
$(12,376,449).  As discussed in Note 7 to the financial statements, the 
Partnership has suffered recurring losses from its operations and has a net 
capital deficiency that raises substantial doubt about the Partnership's 
ability to continue as a going concern.  The financial statements do not 
include any adjustments that might result from the outcome of this uncertainty.



                                       Mueller, Prost, Purk & Willbrand, P.C.
January 26, 1996	                      Certified Public Accountants

























<PAGE>                                1






































                            FINANCIAL STATEMENTS
 






































SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
BALANCE SHEET
DECEMBER 31, 1995

<TABLE>
<S>                                                        <C>                 <C>
ASSETS
 Current Assets
	 Cash		                                                  $ 		     12,020
	 Tenant accounts receivable				                                   15,748
	 Prepaid expenses				                                             33,824
	 Other receivables				                                               537
                                                           ---------------
				Total Current Assets				                                                  $      	 62,129

 Funded Deposits Held in Trust
	 Security deposits							                                                             67,152

 Restricted Deposits and Funded Reserves
	 Taxes and insurance escrow						                                                   	124,448

 Property and Equipment
	 Land				                                                      3,261,280
	 Land improvements				                                           439,162
	 Buildings				                                                13,132,765
	 Equipment				                                                   601,082
                                                           ---------------
				Total Property and Equipment			                            17,434,289
	 Less: Accumulated depreciation				                            4,737,747
                                                           ---------------
				Net Property and Equipment						                                               12,696,542
                                                                               ---------------
				Total Assets				                                                          $	  	12,950,271
                                                                               =============== 

LIABILITIES

 Current Liabilities
	 Accounts payable		                             		                 7,750
	 Other accrued expenses				                                        6,500
	 Prepaid rents				                                                12,075
	 Accrued interest payable				                                  4,407,666
	 Administrative fee payable				                                  739,724
                                                           ---------------
				Total Current Liabilities				                                                 		5,173,715

 Deposit Liabilities
	 Security deposits							                                                             63,005

 Long-Term Liabilities
	 Mortgage payable				                                         20,000,000
	 Due to limited partner				                                       90,000
                                                           ---------------
				Total Long-Term Liabilities						                                              20,090,000
                                                                               ---------------
				Total Liabilities 						                                                       25,326,720


PARTNERS' EQUITY (DEFICIT)
 Partners' Equity (Deficit)				                               (12,376,449)
                                                           ---------------
				Total Partners' Equity (Deficit)						                                        (12,376,449)
                                                                               ---------------
				Total Liabilities and
				   Partners' Equity (Deficit)				                                         $		  12,950,271
                                                                               ===============
</TABLE>
The Notes to Financial Statements are an integral part	of this statement.






<PAGE>                                2

SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
STATEMENT OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S>                                                        <C>                 <C>
Income
	Rental income		                                          $	   	2,068,885
	Interest income				                                                7,341
	Income from forfeited security deposits				                       38,021
	Other income				                                                  98,087
                                                           ---------------
			Total Income				                                                           $		   2,212,334

Expenses
	Operating Expenses
		Advertising				                                                  68,107
		Insurance				                                                    27,518
		Personal property taxes				                                       1,862
		Professional fees				                                            72,453
		Real estate taxes				                                           211,014
		Salaries and wages				                                          238,349
		Utilities				                                                   279,381
                                                           ---------------
			Total Operating Expenses						                                                     898,684

	Maintenance Expenses
		Cleaning				                                                     22,023
		Repairs and maintenance				                                     359,904
		Security				                                                     85,726
		Supplies				                                                     68,543
                                                           ---------------
			Total Maintenance Expenses 						                                                  536,196

	Management Expenses
		Administrative and office				                                    59,685
		Management fees				                                              74,072
                                                           ---------------
			Total Management Expenses						                                                    133,757

	Mortgage Interest							                                                           1,718,675

	Other Expenses
		Administrative fees				                                         157,255
		Depreciation				                                                529,273
                                                           ---------------
			Total Other Expenses						                                                         686,528
                                                                               ---------------
			Total Expenses						                                                             3,973,840
                                                                               ---------------
			Net Loss				                                                               $  		(1,761,506)
                                                                               ===============
</TABLE>
The Notes to Financial Statements are an integral part	of this statement. 




















<PAGE>                                3

SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT) (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
	                                   General
	                                   Partner		                    Limited Partners	
                             ---------------   ---------------------------------------------------
                                    	Sunset	         Shelter
	                                   Terrace	     Corporation	          Shelter	              The	            Total
                               	Investments,	      of Canada	         American	          Axelrod	         Partners'
	                                       Inc.	        Limited	     Holding, Inc.	         Company	          Deficit
                             ---------------   ---------------   ---------------   ---------------   ---------------
<S>                          <C>               <C>               <C>               <C>               <C>
Balance, December 31, 1994		$		  (1,083,375)	 $	  	(1,700,023)	 $	  	(5,293,142)	 $	  	(2,538,403)	 $		 (10,614,943)

Net Loss for the Year				            (1,761)			          (440)			      (879,432)			      (879,873)			    (1,761,506)
                             ---------------   ---------------   ---------------   ---------------   ---------------

Balance, December 31, 1995		$		  (1,085,136)	 $		  (1,700,463)	 $	  	(6,172,574) 	$	  	(3,418,276)	$  		(12,376,449)
                             ===============   ===============   ===============   ===============   ===============
</TABLE> 
The Notes to Financial Statements are an integral part	of this statement. 


















































<PAGE>                                4

SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S>                                                                                 <C>
Cash Flows from Operating Activities
	Net loss		                                                                        $	  	(1,761,506)
                                                                                    ---------------
	Adjustments to reconcile net loss to net cash used by operating activities
		Depreciation				                                                                         529,273
		Change in assets - (increase) decrease
			Tenant accounts receivable				                                                          (15,748)
			Prepaid expenses				                                                                    (20,067)
			Other receivables				                                                                      (505)
		Change in liabilities - increase (decrease)
			Accounts payable				                                                                     (2,085)
			Other accrued expenses				                                                                 (215)
			Prepaid rents				                                                                        12,075
			Accrued interest payable			                                                          	1,060,009
			Administrative fee payable				                                                          116,888
			Security deposits				                                                                    (4,572)
                                                                                    ---------------
					Total Adjustments			                                                                1,675,053
                                                                                    ---------------
Net Cash Used by Operating Activities				                                                  (86,453)
                                                                                    ---------------
Cash Flows from Financing Activities
	Net deposit and withdrawals in restricted deposits and funded reserves				                 11,580
                                                                                    ---------------
				 Net Cash Provided by Financing Activities			                                           11,580
                                                                                    ---------------
Net Decrease in Cash				                                                                   (74,873)

Cash - Beginning of Year				                                                                86,893
                                                                                    ---------------
Cash - End of Year		                                                               $	      	12,020
                                                                                    ===============
</TABLE>
The Notes to Financial Statements are an integral part	of this statement. 


































<PAGE>                                5

SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
NOTES TO FINANCIAL STATEMENTS

NOTE 1	ORGANIZATION

Sunpointe Associates Limited Partnership, a Washington Limited Partnership, 
(the "Partnership"), was formed on September 3, 1987, pursuant to the terms of 
an Agreement of Limited Partnership for the purpose of acquiring and operating 
the Avalon Ridge Apartments complex, a 356-unit apartment complex located in 
Renton, Washington (the "Project"). The Partnership will dissolve on December 
31, 2037, unless sooner dissolved pursuant to any provision of the Partnership 
Agreement.

The Agreement of Limited Partnership which was amended on June 30, 1991, and 
December 31, 1991, admitted a new general partner and changed the profit and 
loss allocation percentages to the partners.  The general partner of the 
Partnership is Sunset Terrace Investments, Inc. (the "General Partner"), a 
California corporation.  The limited partners of the Partnership are Shelter 
Corporation of Canada Limited and Shelter American Holding, Inc. which are 
Canadian corporations and the Axelrod Company, a Washington corporation.


NOTE 2	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting

The accompanying financial statements have been prepared on the accrual basis 
of accounting.  The Partnership also reports its operating results for income 
tax purposes on the accrual basis.  No provision for income taxes is made 
because any liability for income taxes is that of the individual partners and 
not that of the Partnership.

Use of Estimates

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 revenue and expenses during the reporting period.  
Actual results could differ from estimated amounts.

Bad Debts (Unaudited)

The Partnership records bad debts using the direct write-off method which is 
not materially different from the allowance method.  No bad debt expense was 
recorded for the period ended December 31, 1995.

Property and Equipment (Unaudited)

Property and equipment are recorded at cost.  Major additions and improvements 
are capitalized to the property accounts while replacements, maintenance and 
repairs which do not improve or extend the useful life of the respective 
assets are expensed currently.  	

Depreciation is calculated using the straight-line method over estimated 
useful lives ranging from 7 to 27.5 years.  The total depreciation expensed in 
1995 was $529,273.

NOTE 3	STATEMENT OF CASH FLOWS (UNAUDITED)

For purposes of the statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.

     Cash paid during the year for:

     Interest		                                              $		658,666







<PAGE>                                6

SUNPOINTE ASSOCIATES LIMITED PARTNERSHIP
(a Washington Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4	RESTRICTED DEPOSITS AND FUNDED RESERVES

Taxes and insurance escrow reserves, consisting of money market funds, are 
maintained under the control of the mortgage note holder for the benefit of 
the Partnership and in an interest-bearing account with a federally insured 
financial institution.  Disbursements from the escrow are for real estate 
taxes and insurance premiums. Interest earned on the funds is transferred to 
operating cash quarterly.


NOTE 5	MORTGAGE PAYABLE

The Partnership entered into a $1,245,000 mortgage payable agreement with 
America First Participating/Preferred Equity Mortgage Fund on September 1, 
1987.  The note bears base interest at the rate of 10%, due on the fifteenth 
day of each month.  Maximum construction period deferred interest is due 
during the first interest period, which extends from the date of inception to 
August 17, 1989, in an amount equal to 3% per annum.  The maximum construction 
period deferred interest shall be paid, to the extent possible, from 50% of 
the net sale or refinancing proceeds.  Contingent interest and deferred 
interest is due during the second interest period, which extends from August 
18, 1989, to the date of full payment, at an annual rate of 3% on the 
outstanding principal amount.  Contingent interest and deferred interest shall 
be paid from 50% of the net cash flow.  Deferred interest and contingent 
interest is due on the first day of each February, May, August, and November.  
The note matures on September 1, 1999.

Pursuant to a promissory note dated September 1, 1987, the Partnership owes 
Washington Mortgage Corporation $18,755,000 plus interest.  The interest of 
Washington Mortgage Corporation was purchased and assigned to Washington State 
Housing Finance Commission under the Assignment of Developer Documents dated 
September 1, 1987.  Part of the interest of Washington State Housing Finance 
Commission has been assigned to FirsTier Bank, National Association, as 
Trustee under the Lender Loan Agreement and Indenture of Trust dated September 
1, 1987.  The note bears base interest at the rates of 9.5% per annum and 8.5% 
per annum during the first and second interest periods, respectively.  The 
note bears deferred contingent interest in amounts equal to 3.5% per annum and 
4.5% per annum during the first and second interest periods, respectively.  
During the third interest period, the note bears contingent interest at an 
annual rate of 4.5% on the outstanding principal amount.  The note matures on 
September 1, 2011.

NOTE 6	RELATED PARTY TRANSACTIONS

Management Fees

On August 20, 1994, America First Properties Management, Inc., an affiliate of 
the general partner, took over management of the Partnership. Their fee is 3% 
of gross receipts when net operating income is less than $97,000; 3.75% when 
net operating income is between $97,001 and $103,000; and 4.5% when net 
operating income is greater than $103,000. Management fees for 1995 are 
$74,072. The Partnership owed America First Properties Management, Inc. $6,008 
at December 31, 1995.

Due to Limited Partner

The Partnership has outstanding operating deficit loans borrowed from the 
limited partner of $90,000 at December 31, 1995.

NOTE 7	GOING CONCERN CONSIDERATIONS

The Partnership's operations have produced a cumulative deficit of $12,376,449 
since commencement of rental operations in 1987, as well as recurring 
operating losses.  These considerations raise substantial doubt about the 
Partnership's ability to continue as a going concern.  The Partnership has 
expended operating funds to upgrade the resident profile and reposition the 
property for the future.  Significant cash flow has been reinvested in the 
Project to pursue this repositioning.  



<PAGE>                                7

	                                 SIGNATURES

	    Pursuant to the requirements of Section 13 or 15(d) 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.

	                                  AMERICA FIRST TAX EXEMPT MORTGAGE
	                                  FUND 2 LIMITED PARTNERSHIP

	                                  By	America First Capital Associates Limited
			                                   Partnership Four, general partner
		                                    of the Registrant

	                                  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

Date:  March 27, 1996





















































<PAGE>                                26

 	   Pursuant to the requirements of the Securities and Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

Date:  March 27, 1996	             By	/s/ Michael B. Yanney*	
		                                    Michael B. Yanney
		                                    Chairman of the Board, President, 
                                      Chief Executive Officer and Manager


Date:  March 27, 1996	             By	/s/ Michael Thesing	
		                                    Michael Thesing
				                                  Vice President, Secretary, Treasurer 
                                      and Manager (Chief Financial and 
                                      Accounting Officer)


Date:  March 27, 1996	             By	/s/ William S. Carter, M.D.*	
		                                    William S. Carter, M.D.
		                                    Manager 


Date:  March 27, 1996	             By
		                                    George Kubat
		                                    Manager


Date:  March 27, 1996	             By	/s/ Martin Massengale*	
		                                    Martin Massengale
		                                    Manager


Date:  March 27, 1996	             By	/s/ Alan Baer*	
		                                   Alan Baer
		                                   Manager


Date:  March 27, 1996	             By	/s/ Gail Walling Yanney*	
		                                    Gail Walling Yanney
		                                    Manager

        	 
*By Michael Thesing Attorney in Fact


/s/ Michael Thesing		
Michael Thesing

 

























<PAGE>                                27


































                                  EXHIBIT 24


                               POWER OF ATTORNEY






































<PAGE>                                28

                               POWER OF ATTORNEY


     The undersigned hereby appoints Michael Thesing as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1995, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
the following persons:

       		America First Tax-Exempt Mortgage Fund Limited Partnership 
       		America First Tax-Exempt Mortgage Fund 2 Limited Partnership
       		America First Participating/Preferred Equity Mortgage Fund
       		America First PREP Fund 2 Limited Partnership
       		America First PREP Fund 2 Pension Series Limited Partnership
       		Capital Source L.P.
       		Capital Source II L.P.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on the 10th day of March, 1996.


                                                							  /s/ Michael B. Yanney
                                                 							Michael B. Yanney




















































<PAGE>                                29

                               POWER OF ATTORNEY


     The undersigned hereby appoints Michael Thesing as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1995, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
the following persons:

		       America First Tax-Exempt Mortgage Fund Limited Partnership 
		       America First Tax-Exempt Mortgage Fund 2 Limited Partnership 
       		America First Participating/Preferred Equity Mortgage Fund
       		America First PREP Fund 2 Limited Partnership
       		America First PREP Fund 2 Pension Series Limited Partnership

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on the 2nd day of March, 1996.


                                               							   /s/ William S. Carter
                                                 							William S. Carter, M.D.






















































<PAGE>                                30

                               POWER OF ATTORNEY

     The undersigned hereby appoints Michael Thesing as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1995, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
the following persons:

		       America First Tax-Exempt Mortgage Fund Limited Partnership 
       		America First Tax-Exempt Mortgage Fund 2 Limited Partnership 
       		America First Participating/Preferred Equity Mortgage Fund
       		America First PREP Fund 2 Limited Partnership
       		America First PREP Fund 2 Pension Series Limited Partnership

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on the 25th day of March, 1996.


                                                					  /s/ Gail Walling Yanney
                                               							Gail Walling Yanney























































<PAGE>                                31

                               POWER OF ATTORNEY

     The undersigned hereby appoints Michael Thesing as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1995, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
the following persons:

     		  America First Tax-Exempt Mortgage Fund Limited Partnership 
       		America First Tax-Exempt Mortgage Fund 2 Limited Partnership 
       		America First Participating/Preferred Equity Mortgage Fund
       		America First PREP Fund 2 Limited Partnership
       		America First PREP Fund 2 Pension Series Limited Partnership

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on the 2nd day of March, 1996.


                                                							 /s/  Martin Massingale
                                                							Martin Massingale























































<PAGE>                                32

                               POWER OF ATTORNEY

     The undersigned hereby appoints Michael Thesing as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1995, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
the following persons:

		       America First Tax-Exempt Mortgage Fund Limited Partnership 
       		America First Tax-Exempt Mortgage Fund 2 Limited Partnership 
       		America First Participating/Preferred Equity Mortgage Fund
       		America First PREP Fund 2 Limited Partnership
       		America First PREP Fund 2 Pension Series Limited Partnership

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on the 3rd day of March, 1996.


                                                  							        /s/ Alan Baer
                                                         							Alan Baer























































<PAGE>                                33