FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934

For the quarterly period ended September 30, 1999 or

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

For the transition period from               to

Commission File Number:  0-17582

  AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)

Delaware                                                47-0719051
(State or other jurisdiction                            (IRS Employer
of incorporation or organization)                       Identification No.)


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


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


     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

































<PAGE>                               - i -

Part I.  Financial Information
  Item 1.  Financial Statements
AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             Sept. 30, 1999       Dec. 31, 1998
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Assets
 Cash and temporary cash investments, at cost which
  approximates market value                                                                  $     171,519        $     530,880
 Investment in mortgage-backed securities (Note 5)                                                     -              3,409,301
 Investment in preferred real estate participations (PREPs),
  net of valuation allowance (Note 6)                                                                  -                   -
 Interest receivable												                                                     	                 853               35,796
 Other assets                                                                                        4,650              108,411
                                                                                             --------------       --------------
                                                                                             $     177,022        $   4,084,388
                                                                                             ==============       ==============
Liabilities and Partners' Capital
 Liabilities
  Accounts payable (Note 7)                                                                  $      43,520        $      62,506
  Distribution payable (Note 4)                                                                     35,324               55,548
                                                                                             --------------       --------------
                                                                                                    78,844              118,054
                                                                                             --------------       --------------
 Partners' Capital
  General Partner                                                                                      100                  100
  Beneficial Unit Certificate Holders
  ($.11 per BUC in 1999 and $4.38 in 1998)                                                          98,078            3,966,234
                                                                                             --------------       --------------
                                                                                                    98,178            3,966,334
                                                                                             --------------       --------------
                                                                                             $     177,022        $   4,084,388
                                                                                             ==============       ==============

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

</TABLE>

































<PAGE>                               - 1 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
                                                           For the             For the        For the Nine        For the Nine
                                                     Quarter Ended       Quarter Ended        Months Ended        Months Ended
                                                    Sept. 30, 1999      Sept. 30, 1998      Sept. 30, 1999      Sept. 30, 1998
                                                    ---------------     ---------------     ---------------     ---------------
<S>                                                 <C>                 <C>                 <C>                 <C>
Income
 Mortgage-backed securities income                  $         -      $         124,555      $       17,332      $      386,363
 Equity in earnings of property partnerships                  -                 17,698              20,081              33,206
 Interest income on temporary cash investments               3,212              33,879              25,459             102,130
 Gain on sale of mortgage-backed securities                   -                   -                 90,198                -
 Gain on sale of PREPs                                        -                   -                404,141                -
                                                    ---------------     ---------------     ---------------     ---------------
                                                             3,212             176,132             557,211             521,699
Expenses
 General and administrative expenses (Note 7)               30,480              55,520             134,702             302,210
                                                    ---------------     ---------------     ---------------     ---------------
Net income (loss)                                          (27,268)            120,612             422,509             219,489
Other comprehensive income:
 Unrealized holding losses on securities
  Unrealized holding losses arising during the period         -                 (8,932)            (14,309)            (25,245)
  Plus reclassification adjustment for net gains
   included in net income                                     -                   -                (90,198)               -
                                                    ---------------     ---------------     ---------------     ---------------
 Change in net unrealized holding losses                      -                 (8,932)           (104,507)            (25,245)
                                                    ---------------     ---------------     ---------------     ---------------
Comprehensive income                                $      (27,268)     $      111,680      $      318,002      $      194,244
                                                    ===============     ===============     ===============     ===============
Net income allocated to:
 General Partner                                    $        1,060      $       23,007      $       41,862      $       28,778
 BUC Holders                                               (28,328)             97,605             380,647             190,711
                                                    ---------------     ---------------     ---------------     ---------------
                                                    $      (27,268)     $      120,612      $      422,509      $      219,489
                                                    ===============     ===============     ===============     ===============
Net income, basic and diluted, per BUC              $         (.03)     $          .11      $          .42      $          .21
                                                    ===============     ===============     ===============     ===============

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
































<PAGE>                                - 2 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                                           Beneficial Unit
                                                                              General          Certificate
                                                                              Partner              Holders               Total
                                                                        --------------     ----------------     ---------------
<S>                                                                     <C>                <C>                  <C>
Partners' Capital (excluding accumulated other comprehensive income)
 Balance at December 31, 1998                                           $         100      $     3,861,727       $   3,861,827
 Net income                                                                    41,862              380,647             422,509
 Cash distributions paid or accrued (Note 4)                                  (41,862)          (4,144,296)         (4,186,158)
                                                                        --------------     ----------------     ---------------
                                                                                  100               98,078              98,178
                                                                        --------------     ----------------     ---------------
Accumulated Other Comprehensive Income
 Balance at December 31, 1998                                                    -                 104,507             104,507
 Net change                                                                      -                (104,507)           (104,507)
                                                                        --------------     ----------------     ---------------
Balance at Sept. 30, 1999                                               $         100      $        98,078       $      98,178
                                                                        ==============     ================     ===============
</TABLE>
AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              For the Nine        For the Nine
                                                                                              Months Ended        Months Ended
                                                                                            Sept. 30, 1999      Sept. 30, 1998
                                                                                           ---------------     ---------------
<S>                                                                                         <C>                 <C>
Cash flows from operating activities
 Net income                                                                                 $      422,509      $      219,489
  Adjustments to reconcile net income to net cash
   from operating activities
    Equity in earnings of property partnerships                                                    (20,081)            (33,206)
    Amortization of discount on mortgage-backed securities                                          (1,264)            (11,189)
    Gain on sale of mortgage-backed securities                                                     (90,198)               -
    Gain on sale of PREPs                                                                         (404,141)               -
    Decrease in interest receivable                                                                 34,943               5,132
    Decrease in other assets                                                                       103,761               3,269
    Decrease in accounts payable                                                                   (18,986)            (80,649)
                                                                                            ---------------     ---------------
Net cash provided by operating activities                                                           26,543             102,846
                                                                                            ---------------     ---------------
Cash flows from investing activities
 Mortgage principal payments received                                                               87,356             641,168
 Distributions received from PREPs                                                                  20,081              33,206
 Proceeds from sale of mortgage-backed securities                                                3,308,900                -
 Proceeds from sale of PREPs                                                                       404,141                -
                                                                                            ---------------     ---------------
Net cash provided by investing activities                                                        3,820,478             674,374
                                                                                            ---------------     ---------------
Cash flow used in financing activity
 Distributions paid                                                                             (4,206,382)         (2,881,559)
                                                                                            ---------------     ---------------
Net decrease in cash and temporary cash investments                                               (359,361)         (2,104,339)
Cash and temporary cash investments at beginning of period                                         530,880           2,577,493
                                                                                            ---------------     ---------------
Cash and temporary cash investments at end of period                                        $      171,519      $      473,154
                                                                                            ===============     ===============
The accompanying notes are an integral part of the financial statements.
</TABLE>







<PAGE>                               - 3 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)

1. Organization

America First PREP Fund 2 Pension Series Limited Partnership (the Partnership)
was formed on February 2, 1988, under the Delaware Revised Uniform Limited
Partnership Act for the purpose of acquiring a portfolio of federally-insured
multifamily mortgages and other investments including preferred real estate
participations (PREPs).  PREPs consist of equity interests which are intended
to provide the Partnership with a participation in the net cash flow and net
sale or refinancing proceeds of the properties collateralizing the mortgage
loans.  The Partnership began operations with the first escrow closing on May
25, 1988, and will continue in existence until December 31, 2017, unless
terminated earlier under the provisions of the Partnership Agreement.  The
General Partner of the Partnership is America First Capital Associates Limited
Partnership Six (AFCA 6).

On April 10, 1998, the Partnership consummated a merger with AF Merger, L.P.,
a Delaware limited partnership (Merger L.P.), pursuant to an Agreement and
Plan of Merger, dated as of July 29, 1997 (the Merger Agreement), among the
Partnership, Merger L.P., America First Participating/Preferred Equity
Mortgage Fund Limited Partnership, a Delaware limited partnership, America
First PREP Fund 2 Limited Partnership, a Delaware limited partnership, and
America First Mortgage Investments, Inc., a Maryland corporation (AFM).  The
Partnership was the surviving limited partnership of the merger with Merger
L.P., but as a result of the merger, (i) the general partner interest in AFCA
6 was acquired by AFM, (ii) the limited partner interest in AFCA 6 was
acquired by a wholly-owned subsidiary of AFM, (iii) a total 883,422 BUCs of
the Partnership were exchanged, at the rate of approximately 1.31 shares per
BUC, for 1,153,552 shares of the common stock of AFM and (iv) AFM became the
holder of such BUCs.  Accordingly, the Partnership has become a partnership
subsidiary of AFM.  As of September 30, 1999, the holders of 10,455 BUCs
elected to continue their current investment in the Partnership through the
retention of their BUCs.

As of June 30, 1999, all Permanent Investments of the Partnership
had been liquidated.  Management expects that the remaining assets of the
Partnership will be liquidated, the net proceeds will be distributed and the
Partnership will be dissolved prior to December 31, 1999.

2. Summary of Significant Accounting Policies

 A) Financial Statement Presentation
    The financial statements of the Partnership are prepared without audit on
    the accrual basis of accounting in accordance with generally accepted
    accounting principles.  The financial statements should be read in
    conjunction with the financial statements and notes thereto included in
    the Partnership's Annual Report on Form 10-K for the year ended December
    31, 1998.  In the opinion of management, all normal and recurring
    adjustments necessary to present fairly the financial position at September
			 30, 1999, and results of operations for all periods presented have been
    made.

    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 Mortgage-Backed Securities
    Investment securities are classified as held-to-maturity,
    available-for-sale, or trading.  Investments classified as
    held-to-maturity are carried at amortized cost.  Investments classified as
    available-for-sale are reported at fair value with any unrealized gains or
    losses excluded from earnings and reflected in other comprehensive income.
		  Subsequent increases and decreases in the net unrealized gain/loss on the
			 available-for-sale securities are reflected as adjustments to the carrying
			 value of the portfolio and in comprehensive income.  The Partnership does
			 not have investment securities classified as trading.  The Partnership
				held no investments in mortgage-backed securities at September 30, 1999.
<PAGE>                               - 4 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)

 C) Investment in PREPs
    The investment in PREPs consists of interests in limited partnerships
    which own properties underlying the mortgage-backed securities and are
    accounted for	using the equity method.  When an investment in a PREP has
    been reduced to zero, earnings are recorded only to the extent that
    distributions are received.  PREPs are not insured or guaranteed.  The
    value of these investments is a function of the value of the real estate
    underlying the PREPs.  The Partnership held no PREPs at September 30, 1999.

 D) Allowance for Losses on Investment in PREPs
    The allowance for losses on investment in PREPs is a valuation reserve
    which has been established at a level that management feels is adequate to
    absorb potential losses on investments in PREPs.  The allowance is based
    on the net realizable value of the properties underlying the PREPs.  The
				allowance is periodically reviewed and adjustments are made to the
				allowance when there are significant changes in the net realizable value
				of the properties underlying the PREPs.  The Partnership held no PREPs at
				September 30, 1999.

 E) 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 income for federal and state income tax purposes.

 F) Temporary Cash Investments
    Temporary cash investments are invested in short-term debt securities
    purchased with an original maturity of three months or less.

 G) Net Income Per BUC
    Net income per BUC has been calculated based on the number of BUCs
    outstanding (905,974) for all periods presented.

3. Partnership Reserve Account

The Partnership maintains a reserve account which consisted of cash and
temporary cash investments of $171,519 at September 30, 1999.

The reserve account was established to maintain working capital for the
Partnership and is available for distribution to BUC Holders and for any
contingencies related to Permanent Investments and the operation of the
Partnership.

4. Partnership Income, Expenses and Cash Distributions

The Partnership Agreement contains provisions for distributing the cash
available for distribution and for the allocation of income and expenses for
tax purposes among AFCA 6 and BUC Holders.

Cash distributions included in the financial statements represent the actual
cash distributions made during each period and the cash distributions accrued
at the end of each period.

5. Investment in Mortgage-Backed Securities

At September 30, 1999, the Partnership did not hold any investments in
mortgage-backed securities since the Partnership sold its entire portfolio of
mortgage-backed securities on January 25, 1999.  (See Note 7.)













<PAGE>                               - 5 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)

Reconciliation of the carrying amount of the mortgage-backed securities is as
follows:
<TABLE>
<S>																																																																					                                        <C>

Balance at December 31, 1998			                                                                                 $    3,409,301
  Additions
   Amortization of discount on mortgage-backed securities					                                            		             1,264
   Realized gain on sale of securities                                                                                  90,198
  Deductions
   Mortgage principal payments received                                                                   	            (87,356)
   Change in net unrealized holding gains (losses) on
    available-for-sale securities                                                                                     (104,507)
   Sale of securities                                                                                               (3,308,900)
                                                         											                                            ---------------
Balance at September 30, 1999						                                                                       	     $         -
                                                         											                                            ===============
</TABLE>

6.	Investment in PREPs

The Partnership sold its remaining PREP interests during June, 1999;
therefore, at September 30, 1999, the Partnership did not hold any investments
in PREPs.  (See Note 7.)

7. Transactions with Related Parties

Substantially all the Partnership's general and administrative expenses are
paid by AFCA 6 or an affiliate and reimbursed by the Partnership.  The amount
of such expenses reimbursed to AFCA 6 or an affiliate during the nine months
ended September 30, 1999, was $129,386 ($22,609 for the quarter ended
September 30, 1999). The reimbursed expenses are presented on a cash basis and
do not reflect accruals made at quarter end.

A property management subsidiary of America First Companies L.L.C. (America
First) has been retained by the property partnerships which own Laurel Park
Apartments and Owings Chase Apartments to provide management services for
these properties.  A director of the general partner of AFCA 6 is a principal
owner of America First.  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.  The Partnership
sold its PREP interests in such properties during June, 1999, as described
below.  Management fees incurred prior to the sale amounted to $24,324 for
1999.

The general partner of the property partnership that owns Owings Chase
Apartments is principally owned by an employee of America First.  Other
affiliates of America First also own nominal interest in such 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.  The general partner did not receive cash distributions from the
property partnership during 1999 prior to the Partnership's sale of its PREP
interest in such property during June, 1999, as described below.

On January 25, 1999, the Partnership sold GNMA Certificates with an aggregate
carrying value of $2,519,832 to America First Mortgage Investments, Inc.
(AFMI), the holder of the majority of BUCs of the Partnership and the general
partner of the general partner of the Partnership.  The Partnership's cash
proceeds from the sale were $2,625,050, including accrued interest of $13,510,
which represented the fair market value of the securities.  The Partnership
recognized a gain of $91,732 on the sale.  Proceeds from the sale were
distributed February 1, 1999.

During the quarter ended June 30, 1999, the Partnership sold its PREP
interests in Broadmoor Court, Owings Chase Apartments and Laurel Park
Apartments to AFMI.  The PREP interests, which had an aggregate carrying value
of zero, were sold for a total of $404,141 which represented their estimated
fair value.  The Partnership recognized a gain of $404,141 on the sale.
Proceeds from the sale were distributed to BUC holders on August 2, 1999.

<PAGE>                               - 6 -

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

Liquidity and Capital Resources

The Partnership's primary sources of capital include cash flow from operations
and, through January, 1999, principal payments on its mortgage-backed
securities.  The Partnership's primary uses of capital include the payment of
operating expenses.

The Partnership originally acquired: (i) five mortgage-backed securities
guaranteed as to principal and interest by the Government National Mortgage
Association (GNMA) collateralized by first mortgage loans on multifamily
housing properties located in four states (the GNMA Certificates); (ii)
various mortgage-backed securities collateralized by pools of single-family
mortgages and guaranteed as to principal and interest by either GNMA or the
Federal National Mortgage Association (FNMA) (the Single-Family Certificates)
and; (iii) limited partnership interests (PREPs) in five limited partnerships
which own the multifamily housing properties financed by the GNMA
Certificates.  Prior to 1999, the Partnership was repaid by GNMA on the GNMA
Certificates collateralized by the Villages at Moonraker, Laurel Park
Apartments and Ashwood Apartments. In addition, the Partnership sold its GNMA
Certificate collateralized by Owings Chase Apartments to America First
Mortgage Investments, Inc. (AFMI), the holder of the majority of BUCs of the
Partnership and the general partner of the Partnership.  Prior to 1999, the
Partnership sold or otherwise disposed of its PREPs in two properties.  During
January, 1999, the Partnership sold its remaining GNMA Certificate to AFMI.
During January, 1999, the Partnership also sold to AFMI and a third party the
Single-Family Certificates it held at December 31, 1998.  During the quarter
ended June 30, 1999, the Partnership sold to AFMI the three remaining PREPs it
held at December 31, 1998.  As a result, at June 30, 1999, the Partnership no
longer held any Permanent Investments.  Management expects that the remaining
assets of the Partnership will be liquidated, the net proceeds will be
distributed and the Partnership will be dissolved prior to December 31, 1999.

Distributions

Cash distributions paid or accrued per Beneficial Unit Certificate (BUC) were
as follows:

<TABLE>
<CAPTION>
                                                                                               For the Nine        For the Nine
                                                                                               Months Ended        Months Ended
                                                                                             Sept. 30, 1999      Sept. 30, 1998
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Regular monthly distributions
 Income                                                                                      $       .3475       $       .2105
 Return of capital                                                                                     -                 .7266
                                                                                             --------------      --------------
                                                                                             $       .3475       $       .9371
                                                                                             ==============      ==============
Special distributions
 Income                                                                                      $       .2198       $         -
 Return of capital                                                                                  4.0072              2.2076
                                                                                             --------------      --------------
                                                                                             $      4.2270       $      2.2076
                                                                                             ==============      ==============
Total distributions
 Income                                                                                      $       .5673       $       .2105
 Return of capital                                                                                  4.0072              2.9342
                                                                                             --------------      --------------
                                                                                             $      4.5745       $      3.1447
                                                                                             ==============      ==============
Distributions
	Paid out of cash flow (including mortgage principal payments)                               $      4.1690       $       .9182
 Withdrawn from reserves                                                                             .4055              2.2265
                                                                                             --------------      --------------
                                                                                             $      4.5745       $      3.1447
                                                                                             ==============      ==============
</TABLE>



<PAGE>                               - 7 -

Results of Operations

The tables below compare the results of operations for each period shown.
<TABLE>
<CAPTION>
                                                                               For the             For the            Increase
                                                                         Quarter Ended       Quarter Ended           (Decrease)
                                                                        Sept. 30, 1999      Sept. 30, 1998           From 1998
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Mortgage-backed securities income                                       $      		-           $     124,555      $    (124,555)
Equity in earnings of property partnerships                                      -                  17,698            (17,698)
Interest income on temporary cash investments                                    3,212              33,879            (30,667)
                                                                        ---------------     ---------------     ---------------
                                                                                 3,212             176,132           (172,920)
General and administrative expenses                                             30,480              55,520            (25,040)
                                                                        ---------------     ---------------     ---------------
Net income                                                              $      (27,268)      $     120,612      $    (147,880)
                                                                        ===============     ===============     ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                          For the Nine        For the Nine            Increase
                                                                          Months Ended        Months Ended           (Decrease)
                                                                        Sept. 30, 1999      Sept. 30, 1998            From 1998
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Mortgage-backed securities income                                       $       17,332      $      386,363      $     (369,031)
Equity in earnings of property partnerships                                     20,081              33,206             (13,125)
Interest income on temporary cash investments                                   25,459             102,130             (76,671)
Gain on sale of mortgage-backed securities                                      90,198                -                 90,198
Gain on sale of PREPs                                                          404,141                -                404,141
                                                                        ---------------     ---------------     ---------------
                                                                               557,211             521,699              35,512
General and administrative expenses                                            134,702             302,210            (167,508)
                                                                        ---------------     ---------------     ---------------
Net income                                                              $      422,509      $      219,489     $       203,020
                                                                        ===============     ===============     ===============
</TABLE>

Since the Partnership sold its remaining investments in mortgage-backed
securities on January 25, 1999 and December 23, 1998, it did not receive
income from such investments during the quarter ended September 30, 1999, nor
will it receive such income in the future.  As a result of the sales,
mortgage-backed securities income decreased for the quarter and nine months
ended September 30, 1999, compared to the same periods in 1998.

Equity in earnings of property partnerships is a function of the cash flow
received by the Partnership from its interest in the operating partnerships
which own the properties.  Prior to the write-down of each investment in PREPs
to zero, equity in earnings of property partnerships also reflects the
Partnership's allocable share of earnings generated by each of the
properties.  See footnotes 2C and 6 to the financial statements for further
discussion regarding these investments.

Since the Partnership sold its remaining investments in PREPs during the
quarter ended June 30, 1999, it did not receive income from such investments
during the quarter ended September 30, 1999, nor will it receive such income
in the future.  Prior to the sale, the Partnership recorded earnings to the
extent distributions were received for the periods presented.  Equity in
earnings of property partnerships decreased for the nine months ended
September 30, 1999 compared to the same period in 1998 due to a decrease of
approximately $24,800 in cash flow received from Broadmoor Court which was
partially offset by an increase of approximately $11,700 in cash flow
received from Owings Chase.

Interest income on temporary cash investments decreased for the quarter and
nine months ended September 30, 1999, compared to the same periods in 1998 due
to a decrease in the average cash balance as withdrawals were made from
reserves in 1998 and 1999 and distributed to BUC holders.




<PAGE>                               - 8 -

The Partnership recorded a gain of $90,198 for the nine months ended September
30, 1999, in connection with the January 25, 1999, sales of its remaining
mortgage-backed securities.  The Partnership also recorded a gain of $404,141
for the nine months ended September 30, 1999, in connection with
the June, 1999 sales of its remaining PREP interests.

General and administrative expenses decreased for the quarter and nine months
ended September 30, 1999, compared to the same periods in 1998. The decrease
for the quarter was due to an overall reduction in expenses, primarily
salaries.  The decrease for the nine months ended was due primarily to a
decrease of $40,868 in salaries and related expenses and transaction costs of
approximately $121,600 incurred during the nine months ended September 30,
1998, in conjunction with the merger described in Note 1 to the financial
statements.

Year 2000

Because management expects that the remaining assets of the Partnership will
be liquidated, the net proceeds will be distributed and the Partnership will
be dissolved prior to December 31, 1999, management does not anticipate that
the Partnership will be affected any Year 2000 problems.

This report contains forward looking statements that reflect management's
current beliefs and estimates of future economic circumstances, industry
conditions, the Partnership's performance and financial results.  All
statements, trend analysis and other information concerning possible or
assumed future results of operations of the Partnership and the real estate
investments it has made (including, but not limited to, the information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations"), constitute forward-looking statements.  BUC holders
and others should understand that these forward looking statements are subject
to numerous risks and uncertainties and a number of factors could affect the
future results of the Partnership and could cause those results to differ
materially from those expressed in the forward looking statements contained
herein.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

In January, 1999, the Partnership sold all	of its mortgage-backed securities
and, accordingly, is no longer subject to material interest and prepayment
risks with respect to its remaining assets.

PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               4(a) Agreement of Limited Partnership dated May 25, 1988
                    (incorporated herein by reference to Form 10-Q dated
                    June 30, 1988 filed pursuant to Section 13 or 15(d) of
                    the Securities Act of 1934 by America First PREP Fund 2
                    Pension Series Limited Partnership (Commission File No.
                    0-17582)).

               4(b) Form of Certificate of Beneficial Unit Certificate
                    (incorporated herein by reference to Form 10-Q dated
                    June 30, 1988 filed pursuant to Section 13 or 15(d) of
                    the Securities Act of 1934 by America First PREP Fund 2
                    Pension Series Limited Partnership (Commission File No.
                    0-17582)).

               4(c) Agreement and Plan of Merger, dated as of July 29, 1997,
                    among the Registrant, America First Participating/Preferred
                    Equity Mortgage Fund Limited Partnership, America First
                    Prep Fund 2 Limited Partnership and AF Merger, L.P.
                    (incorporated herein by reference to Form 10-Q dated
                    June 30, 1997, filed pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934 by America First PREP Fund
                    2 Pension Series Limited Partnership (Commission File No.
                    0-17582)).




<PAGE>	                              - 9 -

               27.  Financial Data Schedule

          (b)  Reports on Form 8-K

               Item Reported      Financial Statements Filed    Date of Report

               2. Acquisition                No                 May 21, 1999
                  or Disposition
                  of Assets


































































<PAGE>                               - 10 -

	                                  SIGNATURES

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

Dated: November 11, 1999      AMERICA FIRST PREP FUND 2
                              PENSION SERIES LIMITED PARTNERSHIP

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

                              By America First Mortgage Investments, Inc.,
                                   General Partner of America
																																			First Capital Associates
																																			Limited Partnership Six

                              By /s/ Stewart Zimmerman
                                   Stewart Zimmerman,
                                   President and Chief Executive Officer

                              By /s/ Gary Thompson
                                   Gary Thompson
	                                  Chief Financial Officer

















































<PAGE>                               - 11 -