SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)


 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-23972

                        AMERICAN MORTGAGE INVESTORS TRUST
      (Exact names of registrant as specified in its governing instrument)


           Massachusetts                               13-6972380
-------------------------------------      ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)       


 625 Madison Avenue, New York, New York                  10022
----------------------------------------           --------------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code (212) 421-5333


     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>

                                    PART I

Item 1.     Financial Statements

                        AMERICAN MORTGAGE INVESTORS TRUST
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                   September 30,     December 31,
                                                                                       1996              1995
                                                                                    -----------       -----------
<S>                                                                                 <C>               <C>
Investments in loans (Note 2)                                                       $43,691,246       $39,497,133
Cash and cash equivalents                                                             6,811,252         6,242,945
Investment in REMIC and GNMA Certificates and FHA
  Insured Project Loan (Note 3)                                                      12,944,750        19,327,518
Organization costs (net of accumulated amortization
  of $32,500 and $25,000, respectively)                                                  17,500            25,000
Deferred costs                                                                           17,164            70,988
Accrued interest receivable                                                             513,018           354,026
                                                                                    -----------       -----------
   Total assets                                                                     $63,994,930       $65,517,610
                                                                                    ===========       ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Accounts payable and accrued expenses                                             $   167,000       $    83,855
  Due to affiliates (Note 4)                                                          1,260,471           919,121
                                                                                    -----------       -----------

Total liabilities                                                                     1,427,471         1,002,976
                                                                                    -----------       -----------

Commitments (Note 5)

Shareholders' equity:

  Shares of beneficial interest; $.10 par value; 12,500,000
   shares authorized;  3,991,248 and 3,934,423 shares issued
   and outstanding, respectively                                                        399,125           393,443
  Treasury stock; $.10 par value; 150,363 and 93,539 shares, respectively               (15,036)           (9,354)
  Additional paid-in capital                                                         68,849,572        68,899,562
  Accumulated deficit                                                                (6,527,555)       (4,709,954)
  Net unrealized loss on marketable securities (Note 3)                                (138,647)          (59,063)
                                                                                    -----------       -----------

Total shareholders' equity                                                           62,567,459        64,514,634
                                                                                    -----------       -----------

Total liabilities and shareholders' equity                                          $63,994,930       $65,517,610
                                                                                    ===========       ===========
</TABLE>

See accompanying notes to financial statements


                                      -2-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended              Nine Months Ended
                                                 September 30,                 September 30,
                                          -------------------------     -------------------------
                                             1996          1995            1996          1995
                                          ----------     ----------     ----------     ----------
<S>                                       <C>            <C>            <C>            <C>
Revenues:

  Interest income:

   Mortgage loans (Note 2)                $  690,911     $  580,552     $2,086,545     $1,656,306
   REMIC and GNMA Certificates
     and FHA Insured Project Loan
     (Note 3)                                327,321        375,701      1,042,659      1,217,639
   Temporary investments                      61,093        127,301        186,346        403,088
                                          ----------     ----------     ----------     ----------

   Total revenues                          1,079,325      1,083,554      3,315,550      3,277,033
                                          ----------     ----------     ----------     ----------

Expenses:
  General and administrative                  49,497         43,456        157,315        163,922
  General and administrative -
   related parties (Note 4)                  107,459        159,955        396,932        419,285
  Realized (gain) loss on sale of REMICs
   and GNMAs and FHA Insured
   Project Loan (Note 3)                     407,708         (1,932)       405,886        440,768
  Amortization                                 2,500          2,500          7,500          7,500
                                          ----------     ----------     ----------     ----------

   Total expenses                            567,164        203,979        967,633      1,031,475
                                          ----------     ----------     ----------     ----------

   Net income                             $  512,161     $  879,575     $2,347,917     $2,245,558
                                          ==========     ==========     ==========     ==========

   Net income per weighted
     average share                        $      .13     $      .22     $      .59     $      .57
                                          ==========     ==========     ==========     ==========

</TABLE>




See accompanying notes to financial statements


                                      -3-
<PAGE>

                      AMERICAN MORTGAGE INVESTORS TRUST
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                                                        Net Unrealized
                                Shares of                                                                  Loss on
                            Beneficial Interest      Treasury Stock                                       Securities
                          --------------------   -------------------      Additional      Accumulated      Available
                            Shares      Amount    Shares      Amount    Paid-in Capital    Deficit          for Sale       Total
                          ---------   --------   -------     -------    ---------------   -----------   ---------------   --------
<S>                       <C>         <C>        <C>         <C>          <C>             <C>               <C>         <C>
Balance at
  January 1, 1996         3,934,423   $393,443   (93,539)    $(9,354)     $68,899,562     $(4,709,954)      $(59,063)   $64,514,634

Net Income                        0          0         0           0                0       2,347,917              0      2,347,917

Distributions                     0          0         0           0                0      (4,165,518)             0     (4,165,518)

Purchase of
  Treasury Stock                  0          0   (56,824)     (5,682)      (1,073,979)              0              0     (1,079,661)

Issuance of shares of
  beneficial interest
  (Note 5)                   56,825      5,682         0           0        1,073,989               0              0      1,079,671

Offering Costs                    0          0         0           0          (50,000)              0              0        (50,000)
  
Change in net unrealized
  loss on
  securities available
  for sale (Note 3)               0          0         0           0                0               0        (79,584)       (79,584)
                          ---------   --------  --------    --------      -----------     -----------      ---------    -----------
Balance at
  September 30, 1996      3,991,248   $399,125  (150,363)   $(15,036)     $68,849,572     $(6,527,555)     $(138,647)   $62,567,459
                          =========   ========  ========    ========      ===========     ===========      =========    ===========
</TABLE>

See accompanying notes to financial statements.

                                      -4-
<PAGE>

                      AMERICAN MORTGAGE INVESTORS TRUST
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                              September 30,
                                                                      -----------------------------
                                                                          1996             1995
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Cash flows from operating activities:

  Net income                                                          $  2,347,917     $  2,245,558
                                                                      ------------     ------------

Adjustments to reconcile net income to net cash provided by 
   operating activities
   Amortization expense - organization costs                                 7,500            7,500
   Amortization expense - loan premium and origination costs               358,046          310,795 
   Amortization of REMIC premium                                            19,523           18,286 
   Amortization of REMIC and GNMA and FHA
     Insured Project Loan discount                                         (33,481)         (41,539)
   Loss on sale of REMIC certificates                                      399,155          442,794
   (Gain) loss on sale of GNMAs                                              5,253           (1,200)
   (Gain) loss on sale of FHA Insured Project Loan                           1,478             (826)
Changes in operating assets and liabilities:
  Increase in accrued interest receivable                                 (158,992)         (82,300)
  Increase in due to affiliates                                            291,350          573,734
  Increase (decrease) in accounts payable and accrued expenses              83,145          (57,753)
                                                                      ------------     ------------
   Total adjustments                                                       972,977        1,169,491
                                                                      ------------     ------------

  Net cash provided by operating activities                              3,320,894        3,415,049
                                                                      ------------     ------------

Cash flows provided by (used in) investing activities:
  Investments in loans                                                  (4,629,892)      (4,020,997)
  Purchase of FHA Insured Project Loan                                           0       (3,374,677)
  Proceeds from sale of REMIC Certificates                               4,940,625        4,092,188
  Principal repayments of loans                                            131,568          122,051
  Principal repayment of GNMA                                               70,802           65,177
  Principal repayments of REMIC                                            866,765          781,290
  Principal repayments of FHA Insured Project Loan                          33,064           26,905
  Increase in deferred costs                                                   (11)          (2,759)
  Origination costs                                                              0          (76,697)
                                                                      ------------     ------------

  Net cash provided by (used in) investing activities                    1,412,921       (2,387,519)
                                                                      ------------     ------------

Cash flows used in financing activities:
  Increase (decrease) in due to affiliates                                  50,000          (98,617)
  Distributions to shareholders                                         (4,165,518)      (4,162,792)
  Proceeds from issuance of shares of beneficial interest                1,079,671        1,086,928
  Purchase of treasury stock                                            (1,079,661)      (1,404,178)
  Increase in offering costs                                               (50,000)          (2,815)
                                                                      ------------     ------------

  Net cash used in financing activities                                 (4,165,508)      (4,581,474)
                                                                      ============     ============
</TABLE>

                                      -5-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                            STATEMENTS OF CASH FLOWS
                                   (continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                            September 30,
                                                                    ----------------------------
                                                                       1996             1995
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Net increase (decrease) in cash and cash equivalents                     568,307      (3,553,944)

Cash and cash equivalents at beginning of period                       6,242,945      12,285,691
                                                                    ------------    ------------

Cash and cash equivalents at end of period                          $  6,811,252    $  8,731,747
                                                                    ============    ============


Supplemental schedule of non cash financial activities:

  Decrease in offering costs (value of shares issued to Advisor)    $          0    $      2,538
  Treasury Stock (return of shares issued to Advisor)                          0          (2,538)
  Decrease in deferred costs                                              53,835          85,104
  Increase in investments in loans                                       (53,835)        (46,755)
  Increase in investment in REMIC and GNMA Certificates and FHA
   Insured Project Loan                                                        0         (38,349)
                                                                    ------------    ------------
                                                                    $          0    $          0
                                                                    ============    ============
</TABLE>




See accompanying notes to financial statements


                                       -6-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 1  -   General

         American Mortgage Investors Trust (the "Company") was formed on June
11, 1991 as a Massachusetts business trust for the primary purpose of investing
in government-insured mortgages and guaranteed mortgage-backed certificates. The
Company is electing to be treated as a real estate investment trust ("REIT")
under the Internal Revenue Code of 1986, as amended.

         The Company issued 10,000 shares of beneficial interest at $20 per
share in exchange for $200,000 cash from Related AMI Associates, Inc., the
current advisor to the Company (the "Advisor").

         On March 29, 1993, the Company commenced a public offering (the
"Offering") through Related Equities Corporation, (the "Dealer Manager") an
affiliate of the Advisor, and other broker-dealers on a "best efforts" basis,
for up to 10,000,000 of its shares of beneficial interest at an initial offering
price of $20 per share. The Offering terminated as of November 30, 1994. As of
November 30, 1994, a total of 3,809,601 shares had been sold to the public,
either through the Offering or the Company's dividend reinvestment plan (the
"Reinvestment Plan"), representing Gross Proceeds (the "Gross Proceeds") of
$76,192,021 (before volume discounts of $40,575). Pursuant to the Redemption
Plan which became effective November 30, 1994, the Company is required to redeem
eligible shares presented for redemption for cash to the extent it has
sufficient net proceeds from the sale of shares under the Reinvestment Plan.
After November 30, 1994, 133,166 shares were sold through the Reinvestment Plan,
the proceeds of which are restricted for use in connection with the Redemption
Plan and are not included in gross proceeds. Pursuant to the Redemption Plan as
of September 30, 1996 150,191 shares were redeemed for an aggregate price of
$2,856,065. Since 16,931 shares were redeemed from proceeds from the
Reinvestment Plan before the termination of the Offering the proceeds available
for future investment have been reduced by $319,987. In addition, during the
Offering, the Advisor received 38,481 restricted shares (including 717 from the
Reinvestment Plan) which the Advisor has valued at $14.75 per share, pursuant to
the terms of the Offering. As a result of the shares being redeemed the Advisor
was required to return 172 shares as of September 30, 1996.

         The Company has invested principally in two types of mortgage
investments ("Mortgage Investments"), new mortgage loans originated by or on
behalf of the Company or by other lenders and sold to the Company prior to the
loans being fully funded and also Ginnie Mae mortgage-backed securities and
pass-through certificates ("Originated Mortgages") and existing mortgage loans
that it acquires ("Acquired Mortgages") on multifamily residential rental
properties ("Developments"). No more than 7% of the Net Proceeds may be invested
in non-interest bearing uninsured loans made directly to developers or sponsors
of Developments (or the general partners or other principals of the owner of the
Developments) with respect to which the Company holds a mortgage ("Additional
Loans"). As of September 30, 1996, all of the total Net Proceeds available for
investment had been invested in permanent Mortgage Investments. As of September
30, 1996, of the total Net Proceeds available for investment, 84.9% had been
invested in Originated Mortgages (including 6.32% in Additional Loans) and 15.1%
had been invested in Acquired Mortgages.

         The Company also invests in REMICs and in CMOs or participations
therein that are backed by single family and/or multifamily mortgage loans
insured by FHA or mortgage certificates guaranteed by Ginnie Mae, Fannie Mae or
Freddie Mac.

         Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosures of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principals.
Actual results could differ from those estimates.


                                      -7-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 1  -   General (continued)

         The unaudited financial statements have been prepared on the same basis
as the audited financial statements included in the Company's Form 10-K for the
year ended December 31, 1995. In the opinion of the Advisor, the accompanying
unaudited financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the financial position
of the Company as of September 30, 1996, the results of operations for the three
and nine months ended September 30, 1996 and 1995 and its cash flows for the
nine months ended September 30, 1996 and 1995. However, the operating results
for the three and nine months ended September 30, 1996 may not be indicative of
the results for the year.

         Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.


                                      -8-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)


NOTE 2  -   Investments in Loans

         The Company originally funded five Originated Mortgages (excluding
GNMAs-see Note 3), five noninterest bearing Additional Loans and two additional
loan-bridge loans in the aggregate amount of $42,852,610.

         Information relating to investments in Originated Mortgages (excluding
GNMAs-see Note 3) and Additional Loans as of September 30, 1996 is as follows:

Investments in loans, January 1, 1996                             $39,497,133

Additions:

   Columbiana Originated Mortgage                    8,683,000
   Columbiana Originated Mortgage - unadvanced        (666,871)
                                                    ----------
   Columbiana total advanced                         8,016,129
   Columbiana advanced in 1995 and 1994             (7,552,100)
                                                    ----------

   Columbiana-advanced in 1996                                        464,029
   Columbiana - loan origination costs                                  5,395
                                                                  -----------
   Stonybrook Originated Mortgage                    8,500,000
   Stonybrook Originated Mortgage - unadvanced      (3,723,928)
                                                    ----------
   Stonybrook total advanced                         4,776,072
   Stonybrook advanced in 1995                        (610,209)
                                                    ----------


   Stonybrook-advanced in 1996                                      4,165,863
   Stonybrook - loan origination costs                                 48,440
                                                                  -----------

                                                                   44,180,860
                                                                  -----------
Deductions:

   Amortization of Additional Loans                                  (279,687)
   Amortization of loan origination costs                             (78,359)
   Collection of principal - Cove                                     (34,695)
                           - Oxford                                   (47,706)
                           - Town and Country                         (49,167)
                                                                  -----------

                                                                     (489,614)
                                                                  -----------
Investments in loans, September 30, 1996                          $43,691,246
                                                                  ===========


                                      -9-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                  (Unaudited)

NOTE 2  -   Investments in Loans

         Information relating to investments in Originated Mortgages (Excluding
GNMAs-see Note 3) and Additional Loans as of September 30, 1996 is as follows:

<TABLE>
<CAPTION>
                                                                    Amounts Advanced
                                                     ---------------------------------------------
                                      Date of                                          Total                   Total Amounts
                                   Investment\Final   Equity    Bridge   Mortgage     Amounts      Amounts     Advanced &      
Property          Description        Maturity Date     Loans     Loans     Loans      Advanced    Unadvanced    Unadvanced   
-------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>         <C>         <C>       <C>         <C>          <C>           <C>           
The Cove Apts      308                 Dec-93        $840,500   $84,210   $6,800,000  $7,724,710          $0     $7,724,710    
Houston, TX        Apartment           Jan-29                     (D)
             (A)   Units                (E)

Oxford on          405                 Dec-93       1,156,000   115,790    9,350,000  10,621,790           0     10,621,790    
Greenridge         Apartment           Jan-29                     (D)
Apts               Units                (E)
Houston, TX
             (A)

Town &             330                 Apr-94       1,039,000     NONE     9,348,000  10,387,000           0     10,387,000    
Country IV         Apartment           May-29
Apts               Units                (F)
Urbana, IL
             (B)

Columbiana         204                 Apr-94         563,000     NONE     8,016,129   8,579,129     666,871      9,246,000    
Lakes Apts         Apartment           Nov-35
Columbia, SC       Units                (G)
             (C)

Stony Brook        125                 Dec-95         763,909     NONE     4,776,072   5,539,981   3,723,928      9,263,909    
Village II Apts.   Apartment           Jun-37
East Haven, CT     Units                (G)        ----------------------------------------------------------------------------
             (H)
Total                                              $4,362,409  $200,000  $38,290,201 $42,852,610  $4,390,799    $47,243,409    
                                                   ============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                             Interest
                                                                                              Earned
                                    Loan                    Final Balance   Final Balance     by the
                 Outstanding     Origination   Accumulated   At September    At Decemter      Company     Less 1996    Net Interest
Property        Loan Balance        Costs     Amortization      30,1996        31, 1995      for 1996    Amortization     Earned
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>            <C>            <C>            <C>            <C>          <C>
The Cove Apts    $7,525,625      $444,215      $282,628      $7,687,212     $7,797,927      $453,618      $76,020       $377,598
Houston, TX                

Oxford on        10,348,047       610,814       388,695      10,570,166     10,722,421       638,249      104,549        533,700
Greenridge 
Apts  
Houston, TX

Town &           10,242,529       603,895       284,759      10,561,665     10,698,339       618,822       87,507        531,315
Country IV  
Apts  
Urbana, IL 

Columbiana        8,579,129       529,803       134,964       8,973,968      8,546,769       507,121       42,225        464,896
Lakes Apts 
Columbia, SC
 
Stony Brook       5,539,981       408,908        50,654       5,898,235      1,731,677       226,781       47,745        179,038
Village II Apts
East Haven, CT 
                -------------------------------------------------------------------------------------------------------------------
Total           $42,235,311    $2,597,635    $1,141,700     $43,691,246    $39,497,133    $2,444,591     $358,046     $2,086,547
                ===================================================================================================================
</TABLE>

(A)  The interest rates for The Cove and Oxford are 7.625%-9.129% during the
     permanent loan period. In addition to the interest rate during the
     permanent loan period the Company will be entitled to 30% of the cash flow
     remaining after payment of 9.129% interest and accrued interest, if any.
     Payments at the rate of 9.129% are guaranteed by the developer for three
     years after closing of the loans.

(B)  The interest rates for Town and Country are 7.375%-9.167% during the 
     permanent loan period. In addition to the interest rate during the
     permanent loan period, the Company will be entitled to 30% of the cash 
     flow remaining after payment of 9.167% interest.

(C)  The interest rates for Columbiana are 7.9%-8.678% during the permanent
     loan period and 7.4% during the construction period. In addition to the
     interest rate during the permanent loan period, the Company will be
     entitled to 25% of the cash flow remaining after payment of 8.678% 
     interest.

(D)  Bridge loans were repaid in full on April 7, 1994.

(E)  The Originated Mortgages have terms of 35 years, subject to mandatory
     prepayment at any time after 10 years and upon one year's notice.

(F)  The Originated Mortgage has a term of 35 years, subject to mandatory
     prepayment at any time after 12 years and upon one year's notice.

(G)  The Originated Mortgage has a term of 40 years, subject to mandatory
     prepayment at any time after 10 years and upon one year's notice.

(H)  The interest rates for Stony Brook are 7.75%-9.128% during the permanent
     loan period and 8.625% during the construction period. In addition to the
     interest rate during the permanent loan period, the Company will be
     entitled to 40% of the cash flow remaining after payment of 9.128%
     interest.

                                       -10-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                      Total NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan

Originated Mortgages
--------------------

         GNMA Certificates
         -----------------

         The Company used a portion of the Net Proceeds of its Offering to
purchase three Ginnie Mae Guaranteed FHA Insured Project Loan Backed
Certificates from unaffiliated third parties. The full amount of the purchase
price of each of the GNMA Certificates was allocated as a permanent Originated
Mortgage. The table set forth below outlines pertinent information relating to
the GNMA Certificates.

Acquired Mortgages
------------------

         REMIC Certificates
         ------------------

         The Company used a portion of the Net Proceeds of its Offering to
purchase six REMIC Certificates from unaffiliated third parties. Except as set
forth in the notes to the table, each of the REMIC Certificates was purchased as
a permanent Acquired Mortgage. The table set forth below outlines pertinent
information relating to the REMIC Certificates.

         FHA Insured Project Loan
         ------------------------

         The Company used a portion of the Net Proceeds of its Offering to
purchase a FHA Insured Project Loan from an unaffiliated third party. The full
amount of the purchase price was allocated as a permanent Acquired Mortgage. The
table set forth below outlines pertinent information relating to the FHA Insured
Project Loan.

         Information relating to investments in REMIC and GNMA Certificates and
FHA Insured Project Loan as of September 30, 1996:

         Investments in REMIC and GNMA Certificates and FHA Insured
           Project Loan - January 1, 1996                        $19,327,518

         Additions:

           Amortization of Discount                                   33,481
                                                                 -----------
                                                                  19,360,999
                                                                 ===========


                                      -11-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)


NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan (continued)

            Deductions:

             Principal Repayments (Sales) of GNMA                       (70,802)
             Principal Repayments (Sales) of REMIC                     (866,765)
             Principal Repayments (Sales) of FHA Insured Project Loan   (33,064)
             Proceeds from sale of REMIC Certificates                (4,940,625)
             Loss on Sale of REMIC Certificates                        (399,155)
             Loss on Sale of GNMAs                                       (5,253)
             Loss on Sale of FHA Insured Project Loan                    (1,478)
             Amortization of REMIC Premium                              (19,523)
                                                                    -----------
                                                                     (6,336,665)
                                                                    -----------

            Amortized Cost at September 30, 1996
             (including unrealized loss at December 31, 1995)        13,024,334

            Change in net unrealized loss on securities 
             available for sale                                         (79,584)
                                                                    -----------
            Fair value at September 30, 1996                        $12,944,750
                                                                    ===========



                                      -12-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan (continued)

         Information relating to investments in REMIC and GNMA Certificates and
FHA Insured Project Loan as of September 30, 1996, is as follows:
<TABLE>
<CAPTION>
                                       Date                  Original                                                   Loan
                                     Purchased               Purchase                     Premium     Accumulated    Origination
                                      /Final      Stated      Price        Principal    (Discount)   Acceleration       Costs
                        Certificate   Payment    Interest   Including       at Sept.     at Sept.       at Sept.       at Sept.
Seller                   Number         Date       Rate     Prem/(Disc)    30, 1996      30, 1996      30, 1996        30, 1996
------                  -----------  ----------  --------   -----------   -----------   -----------  -------------   ------------
<S>                     <C>           <C>         <C>      <C>           <C>            <C>             <C>           <C>
GNMA Certificates
-----------------
Bear Stearns            0355540       7/27/94     7.125%   $ 2,407,102   $ 2,613,610    $(241,759)      $44,266       $ 80,859
                                      3/15/29
Malone Mortgage         0382486       7/28/94     8.500%     2,197,130     2,183,595       (8,188)        1,566         74,162
                                      8/15/29
Goldman Sachs           0328502       7/29/94     8.250%     3,928,615     3,800,620       (3,561)          741        129,446
                                      7/15/29
REMIC Certificates
------------------
Bear Stearns            1992-17G(1)   8/27/93     6.500%    10,160,938             0            0             0             0
                                      Sold (1)
Bear Stearns            G-024C(2)     10/26/93    4.850%     4,838,600             0            0             0             0
                                      Sold (3)
Meridan Capital
  Markets               1292ZA(3)     10/25/94    5.750%     1,721,291       512,950       (5,290)        5,290        17,306
                                      6/15/97
Meridan Capital
  Markets               1992-153A(3)  10/25/94    5.250%       258,357        82,968       (1,763)        1,763         2,768
                                      9/25/97
Meridan Capital
  Markets               1580A(3)      10/27/94    6.500%       742,538       276,486       (1,901)        1,901         9,361
                                      9/15/98
Meridan Capital
  Markets               1258C(3)      11/9/94     7.350%       269,658        53,443          200         (200)         1,828
                                      5/15/04

FHA Insured Loan Project
------------------------
Donaldson,
  Lufkin &
  Jenrette              092-11005     1/3/95      8.600%     3,374,679     3,419,771     (113,280)      31,718        112,721
                                      4/1/19               -----------   -----------    ---------      -------       --------
Total                                                      $29,898,908   $12,943,443    $(375,542)     $87,045       $428,451
                                                           ===========   ===========    =========      =======       ========
</TABLE>

<TABLE>
<CAPTION>
                                                                          Interest
                            Unrealized         Final          Final        Earned
                           Gain (Loss)        Balance        Balance       by the                           Net
                              at Sept.        at Sept.       at Dec.      Company           1996          Interest
Seller                       30, 1996        30, 1996       31, 1995      for 1996       Amortization      Earned
------                     ------------     ----------     -----------   ------------   --------------   ----------
<S>                       <C>              <C>            <C>            <C>                <C>         <C>
GNMA Certificates 
----------------- 
Bear Stearns              $   7,394        $ 2,504,370    $ 2,628,912    $  140,120         $15,365     $  155,485
                        
Malone Mortgage             (34,785)         2,216,350      2,268,623       139,442             543        139,985
                        
Goldman Sachs              (103,466)         3,823,780      3,966,233       236,508             258        236,766
                        
REMIC Certificates      
------------------      
Bear Stearns                      0                  0      5,098,406       230,357         (19,523)       210,834
                        
Bear Stearns                      0                  0              0             0               0              0
                        
Meridan Capital         
  Markets                   (18,589)           511,667      1,013,800        31,871           2,076         33,947
                        
Meridan Capital         
  Markets                    (3,339)            82,397        151,388         4,526             666          5,192
                        
Meridan Capital         
  Markets                    (8,756)           277,091        470,090        18,404             906         19,310
                        
Meridan Capital         
  Markets                    (1,945)            53,326        158,324         5,938               0          5,938
                        
                        
FHA Insured Loan Project
------------------------
Donaldson,              
  Lufkin &              
  Jenrette                   24,839          3,475,769      3,571,742       221,535          13,667        235,202
                          ----------       -----------    -----------    ----------         -------     ----------
 Total                    $(138,647)       $12,944,750    $19,327,518    $1,028,701         $13,958     $1,042,659
                          ==========       ===========    ===========    ==========         =======     ==========
</TABLE>


                                      -13-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan (continued)

(1)      On October 15, 1993 the Company allocated $5,000,000 of the principal
         face value as an Acquired Mortgage based on the expectation that a
         majority of the investment would be held for at least two years. Based
         on such allocation, compensation was paid to the Advisor. The Advisor
         has undertaken to reimburse the Company for any compensation paid to it
         which is attributable to the portion of any REMIC Certificate which is
         sold to support the Company's distribution policy (the "Advisor's
         Reimbursement Undertaking"). On November 4, 1993 and February 1, 1994,
         the Company sold $200,000 and $200,000 respectively, of the REMIC
         Certificate and the Advisor has reimbursed the Company for the fees
         previously paid and the trading loss incurred with respect to the
         portions of the REMIC Certificate which were sold. On March 30, 1995,
         the Company sold $4,500,000 of the temporary portion at the discounted
         price of 90.9375% or $4,092,188. The realized loss on this sale was
         $447,472. Also on August 15, 1996, the Company sold the remaining
         balance of the temporary and permanent portions of the REMIC
         Certificate which totaled $5,100,000. The realized loss on this sale
         was $328,895.

         The REMIC Certificate represented a beneficial ownership interest in
         Fannie Mae REMIC Trust 1992-17. The assets of the trust consisted
         primarily of interests in a separate trust which holds Fannie Mae
         Guaranteed Pass-Through Certificates (the "MBS Certificates"), each of
         which represents a beneficial interest in a pool of first lien,
         fixed-rate residential mortgage loans (the "Mortgage Loans").

         The Company was entitled to monthly interest payments on the
         outstanding principal amount of the REMIC Certificate.

(2)      Represents an FHLMC Mortgage Participation Certificate. On May 4, 1994
         the Company allocated $2,419,300 of the principal face value as an
         Acquired Mortgage based on the expectation that a majority of the
         investment would be held for at least two years. Based upon such
         allocation, compensation was paid to the Advisor. On May 5, 1994 the
         Company sold $1,000,000 of the permanent portion of the Mortgage
         Participation Certificate and on October 11, 1994 the Company sold the
         remaining balance of the temporary and permanent portions of the
         Mortgage Participation Certificate which totaled $3,838,600. Pursuant
         to the Advisor's Reimbursement Undertaking, the Advisor has reimbursed
         the Company for the fees previously paid and the trading loss incurred
         with respect to the permanent investment portion of the certificate
         which was sold. A loss of $297,836 was recorded on these sales in 1994.

(3)      Purchased as a permanent investment using a portion of the proceeds
         from the sale of FHLMC REMIC Certificate #G-024C.  See (2) above.


                                      -14-
<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan (continued)

         The amortized cost, unrealized gain (loss) and fair value for the
investment in REMIC and GNMA Certificates and FHA Insured Project Loan at
September 30, 1996 and December 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                         Unrealized                                      Unrealized
                       Amortized            Gain           Fair          Amortized           Gain          Fair
                        Cost at          (Loss) at      Value at          Cost at         (Loss) at       Value at
                       September         September      September         December         December       December
Security               30, 1996          30, 1996       30, 1996          31,1995          31, 1995       31, 1995
--------              -----------       ----------     -----------      -----------       ---------     -----------
<S>                   <C>               <C>            <C>              <C>               <C>           <C>
FHA Insured
  Project Loan        $ 3,450,930       $   24,839     $ 3,475,769      $ 3,471,806       $  99,936     $ 3,571,742
Fannie Mae
  REMICs                   85,736           (3,339)         82,397        5,450,047        (200,253)      5,249,794
Federal
  Home Loan
  REMICs                  871,374          (29,290)        842,084        1,729,483         (87,269)      1,642,214
Ginnie Mae
  Certificates          8,675,357         (130,857)      8,544,500        8,735,245         128,523       8,863,768
                      -----------       ----------     -----------      -----------       ---------     -----------
                      $13,083,397       $ (138,647)    $12,944,750      $19,386,581       $ (59,063)    $19,327,518
                      ===========       ==========     ===========      ===========       =========     ===========
</TABLE>

         The change in the unrealized loss for the nine months ended September
30, 1996 and the year ended December 31, 1995 were as follows:

     Unrealized loss at December 31, 1994                 $(2,631,197)
     Sale of securities during the year
       ended December 31, 1995 included in
       unrealized loss at December 31, 1994                   887,415
     Unrealized gain on securities purchased
       during the year ended
       December 31, 1995                                       99,936
     Unrealized gain on securities held
       at December 31, 1995 and 1994                        1,584,783
                                                          -----------
     Unrealized loss at December 31, 1995                     (59,063)
     Sale of securities during the nine months
       ended September 30, 1996 included in
       unrealized loss at December 31, 1995                   236,250
     Unrealized loss on securities held at
       September 30, 1996 and December 31, 1995              (315,834)
                                                          -----------
     Unrealized loss at September 30, 1996$                  (138,647)
                                                          -----------


                                      -15-

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE 3  -   Investment in REMIC and GNMA Certificates and FHA Insured
            Project Loan (continued)

         For the nine months ended September 30, 1996, proceeds from the sale of
REMICs were $4,940,625 from the August 15, 1996 sale. The realized loss on this
sale in the amount of $328,895 (including acquisition fees and expenses) in
addition to losses of $76,991 (including acquisition fees and expenses) on
principal repayments of REMICs GNMAs and FHA Insured Project Loans, resulted in
a net loss of $405,886 for the nine months ended September 30, 1996.


NOTE 4  -   Related Party Transactions

         The Company has entered into an agreement with Related AMI Associates,
Inc. to act as the advisor to the Company. In accordance with the Agreement, the
Advisor will receive compensation consisting primarily of (i) compensation in
connection with the organization and start-up of the Company and the Company's
investment in the Mortgage Investments; (ii) asset management fees calculated on
a percentage of total assets invested by the Company which totaled $99,332 and
$90,050 for the three months ended September 30, 1996 and 1995, and $279,522 and
$256,656 for the nine months ended September 30, 1996 and 1995, respectively,
such amounts are included in due to affiliates; (iii) a subordinated incentive
fee based on the economic gain on the sale of Mortgage Investments; (iv) an
amount, payable in shares of the Company which, after issuance, will equal 1% of
all shares of the Company issued during the offering period or pursuant to the
Company's Reinvestment Plan as compensation for services rendered. During the
Offering the Advisor received 38,481 shares, in addition to the 10,000 shares
purchased, however as a result of the shares being redeemed the Advisor was
required to return 172 shares. (As of September 30, 1996 and December 31, 1995
shares received by the Advisor totaled 38,309 at a total value of $565,058
($14.75 per share)); (v) acquisition expense allowance and acquisition fees
calculated on a percentage of the Gross Proceeds applicable to the origination
of Originated Mortgages and related Additional Loans and the acquisition of
Acquired Mortgages and Additional Loan; (acquisition fees and acquisition
expense allowance approximated $2,545,000 and $718,000 at September 30, 1996 and
$2,545,000 and $664,000 at December 31, 1995); and (vi) certain other fees. In
addition to the costs, fees and expenses discussed above, the Company will
reimburse affiliates of the Advisor for certain administrative and other cost
incurred on behalf of the Company. The costs and expenses incurred for the three
months ended September 30, 1996 and 1995 were $8,127 and $69,905, and for the
nine months ended September 30, 1996 and 1995 were $117,410 and $162,630
respectively.

         The Company paid commissions of up to 6% of the aggregate purchase
price of shares sold, subject to quantity discounts, as well as a
non-accountable due diligence expense reimbursement in an amount up to .5% of
Gross Proceeds to certain broker-dealers selected by the Dealer Manager and
approved by the Advisor. The Dealer Manager received commissions of 6% of the
aggregate purchase price of shares sold through the Reinvestment Plan during the
Offering. At September 30, 1996 and December 31, 1995, the Company has paid
$4,943,069 of commissions and due diligence to broker-dealers (including $98,655
to the Dealer Manager).

         In order to minimize the possible adverse effects of the Company's
investment and distribution policy of attempting to maintain stable
distributions to shareholders during the offering and acquisition stages, the
Company has made the following undertakings: (a) the Advisor has agreed not to
retain acquisition fees or loan disposition fees with respect to any portion of
REMICs or CMOs which are sold pursuant to the distribution policy; such fees
totaled $96,112 as of September 30, 1996 and December 31, 1995; (b) the Advisor
has agreed to contribute to the Company funds equal to the amount by which all
trading losses exceed the gains resulting from the sale of REMICs and CMOs
investments to supplement the distribution policy; such funds totaled $97,221 as
of September 30, 1996 and December 31, 1995; and (c) the Company has agreed to
limit the total amount which can be returned to investors from the early sale of
investments to support the distributions policy to less than 3% of the Gross
Proceeds.


                                      -16-

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (Unaudited)

NOTE  5  -  Subsequent Events

         On November 14, 1996, a distribution of $1,385,021 and $17,656 will be
paid to the Investors and the Advisor, respectively, representing the 1996 third
quarter distribution. The distribution will be funded from cash collections of
debt service payments and interest income through approximately the distribution
date, November 14, 1996.

         Pursuant to the Redemption Plan, it is anticipated that in November
1996, the Company will redeem approximately 18,747 shares for an aggregate price
of $356,200 ($19 per unit).


                                      -17-

<PAGE>

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

Liquidity and Capital Resources
-------------------------------

         The Company issued 10,000 shares of beneficial interest at $20 per
share in exchange for $200,000 cash from Related AMI Associates, Inc., the
Advisor to the Company. As of November 30, 1994, the Company had received
$76,192,021 (before volume discounts of $40,575) in Gross Proceeds from the sale
of 3,738,613 shares pursuant to the Offering and 70,988 shares through the
Reinvestment Plan resulting in Net Proceeds available for investment of
approximately $69,334,743 after volume discounts, payments of sales commissions
and organization and offering expenses. Pursuant to the Redemption Plan which
became effective November 30, 1994, the Company is required to redeem eligible
shares presented for redemption for cash to the extent it has sufficient net
proceeds from the sale of shares under the Reinvestment Plan. After the
effective date, 133,166 shares were sold through the Reinvestment Plan, the
proceeds of which are restricted for use in connection with the Redemption Plan
and are not included in gross proceeds. Pursuant to the Redemption Plan as of
September 30, 1996, the Company redeemed 150,191 shares for an aggregate price
of $2,850,065. Since 16,931 shares were redeemed from proceeds from the
reinvestment plan before the termination of the Offering the proceeds available
for future investment have been reduced by $319,987. During the Offering, the
Advisor had received 38,481 shares, pursuant to the terms of the Offering and
Reinvestment Plan in addition to the 10,000 shares purchased by the Advisor. As
a result of the shares being redeemed the Advisor was required to return 172
shares as of September 30, 1996.

         During the nine months ended September 30, 1996, cash and cash
equivalents increased approximately $568,000 primarily due to proceeds from the
sale of REMIC Certificates ($4,941,000), cash provided by operating activities
($3,321,000) and principal repayments of loans, GNMAs, REMICs and FHA Insured
Project Loan ($1,102,000), which exceeded distributions to shareholders
($4,166,000) and an increase in investment in loans ($4,630,000). Included in
the adjustments to reconcile the net income to cash flow from operations is net
amortization in the amount of $352,000.

         The Company has utilized the Net proceeds of the Offering primarily to
make or invest in Originated Mortgages and Acquired Mortgages. The Company has
also invested in uninsured Additional Loans made directly to the developers or
sponsors of Developments provided that not more than an aggregate of 7% of the
Net Proceeds raised in the Offering were invested in Additional Loans. As of
September 30, 1996, of the total Net Proceeds available for investment, 84.9%
had been invested in Originated Mortgages (including 6.32% in Additional Loans)
and 15.1% in Acquired Mortgages. As of September 30, 1996, all of Net Proceeds
available for investment had been invested in permanent Mortgage Investments.

         As of September 30, 1996, the Company had funded five Originated
Mortgages (excluding GNMAs-see below) in an aggregate amount of $38,490,201 and
five non-interest bearing Additional Loans in the aggregate amount of $4,362,409
in connection with the permanent financing provided on five Developments.

         In 1993, the Company made investments in two REMIC Certificates in the
aggregate amount of $14,999,538, which were sold during 1993, 1994, 1995 and
1996. In 1994, the Company acquired (i) three Ginnie Mae Guaranteed FHA Insured
Project Loan Backed Certificates in the aggregate amount of $8,532,847 and (ii)
three FHLMC REMIC Certificates and one Fannie Mae Mortgage Guaranteed REMIC
Certificate in the aggregate amount of $2,991,844. In 1995, the company acquired
a FHA Insured Project Loan in the aggregate amount of $3,374,679. Unrealized
losses on REMIC and GNMA and FMA Insured Project Loan investments included in
shareholders' equity pursuant to Statement of Financial Accounting Standards No.
115 aggregated $138,647 at September 30, 1996. This represents an increase of
$79,584 from December 31, 1995 of which a decrease of $236,250 is attributable
to the sale of securities (which resulted in a realized loss of $405,866) and an
increase of $315,834 is attributable to a decrease in market prices for the
investments held at September 30, 1996 and December 31, 1995. As of November 5,
1996, the unrealized loss was approximately $23,000.

         The yield on the REMIC and GNMA Certificates will depend, in part, upon
the rate and timing of principal prepayments on the underlying mortgages in the
asset pool. Generally, as market interest rates decrease, mortgage prepayment
rates increase and the market value of interest rate sensitive obligations like
the REMIC and 


                                      -18-

<PAGE>

GNMA Certificates increases. As market interest rates increase, mortgage
prepayment rates tend to decrease and the market value of interest rate
sensitive obligations like the REMICs and GNMAs tends to decrease. The effect of
prepayments on yield is greater the earlier a prepayment of principal is
received. Due to the complexity of the REMIC structure and the uncertainty of
future economic and other factors that affect interest rates and mortgage
prepayments, it is not possible to predict the effect of future events upon the
yield to maturity or the market value of the REMIC and GNMA Certificates upon
any sale or other disposition or whether the Company, if it chose to, would be
able to reinvest proceeds from prepayments at favorable rates relative to the
coupon rate.

         The Company intends to continue to invest the Net Proceeds (including
the portion of reinvested dividends not used for the Redemption Plan) in
Mortgage Investments. Unadvanced amounts will be invested in temporary
investments. The Company expects that cash generated from the Company's
investments will be sufficient to pay all of the Company's expenses in the
foreseeable future.

         Initially, liquidity was based upon the proceeds raised from the
Offering. Subsequent to the offering period, which terminated as of November 30,
1994, the Company's liquidity is based primarily on interest received from
permanent Mortgage Investments and interest on unadvanced amounts from
Originated Mortgages. In order to qualify as a REIT under the Internal Revenue
Code, as amended, the Company must distribute at least 95% of its taxable
income.

         For a description of the Company's investments in Originated Mortgages,
REMIC and GNMA Certificates and FHA Insured Project Loan see Notes 2 and 3 of
Notes to Financial Statements.

Results of Operations
---------------------

         Results of operations for the three and nine months ended September 30,
1996 and 1995, primarily consists of interest income from Originated Mortgages,
REMIC Certificates, FHA Insured Project Loan and temporary investments less
administrative, realized gains and losses on sale REMICs and FNMAs and FHA
Insured Project Loan and amortization expenses. The total of the annual
operating expenses of the Company may not exceed the greater of (i) 2% of the
Average Invested Assets of the Company or (ii) 25% of the Company's Net Income,
unless such excess is approved by the Independent Trustees. On an annualized
basis there was no excess for the three and nine months ended September 30, 1996
and 1995.

         Results of operations for the three and nine months ended September 30,
1996 and 1995 consist primarily of interest income of approximately $691,000 and
$2,087,000, and $581,000 and $1,656,000 earned on Originated Mortgages
(excluding GNMAs), respectively, approximately $327,000 and $1,043,000, and
$376,000 and $1,218,000 earned from investments in REMIC and GNMA Certificates
and FHA Insured Project Loan, respectively, and approximately $61,000 and
$186,000, and $127,000 and $403,000 earned from temporary investments,
respectively.

           The increase in interest income from Originated Mortgages (excluding
GNMAs) of approximately $110,000 and $430,000 for the three and nine months
ended September 30, 1996 compared to the three and nine months ended September
30, 1995 is due to the addition of the Stony Brook Originated Mortgage in
December 1995 and additional advances on the Columbiana Originated Mortgage
since September 30, 1995.

         The decrease in interest income from REMIC and GNMA Certificates and
FHA Insured Project Loan of approximately $48,000 and $175,000 for the three and
nine months ended September 30, 1996 compared to the three and nine months ended
September 30, 1995 is primarily due to the sale of a portion of one of the
REMICs in March 1995 and the sale of one REMIC in August 1996 as well as
decreased principal balances as a result of principal payments.

         The decrease in interest income from temporary investments of
approximately $66,000 and $217,000 for the three and nine months ended September
30, 1996 compared to the three and nine months ended September 30, 1995 is
primarily due to a decrease in uninvested proceeds earning interest in 1996.


                                      -19-
<PAGE>

         The increase in general and administrative expenses of approximately
$6,000 for the three months ended September 30, 1996 compared to 1995 is
primarily due to an increase in legal expenses.

         The decrease in general and administrative-related parties expenses of
approximately $52,000 and $22,000 for the three and nine months ended September
30, 1996 compared to the three and nine months ended September 30, 1995 is
primarily attributable to an increase in asset management fees as a result of
additional loan advances to Columbiana and Stonybrook and a decrease in
reimbursements to affiliates of the Advisor for certain administrative and other
costs incurred on behalf of the Company.

         The increase and decrease in the realized loss on sale of REMICs and
GNMAs and FHA Insured Project Loan of approximately $410,000 and 35,000
irrespectively, for the three and nine months ended September 30, 1996 as
compared to the three and nine months ended September 30, 1995 is primarily due
to the sale of a portion of a REMIC in March 1995 and August 1996. The realized
losses on these sales were $447,472 and $328,895, respectively (including
acquisition fees and expenses on the August 1996 Sale).

Distribution Policy
-------------------

         The Company has adopted a policy of attempting to maintain stable
distributions to shareholders during the offering and acquisition stages of the
Company. In order to accomplish this result, it has disposed of, and may be
required to continue to dispose of a portion of the CMOs and REMICs during this
period. The effect of this policy has been the following: (a) a portion of the
distributions have constituted, and will continue to constitute, a return of
capital; (b) earlier investors' returns from an investment in the Company will
be greater than later investors' returns; and (c) there will be a decrease in
funds remaining to be invested in Mortgage Investments.

         In order to minimize the possible adverse effects of the investment and
distribution policy described above, the Company has made the following
undertakings: (a) the Advisor has agreed not to retain acquisition fees or loan
disposition fees with respect to any portion of REMICs or CMOs which are sold
pursuant to the distribution policy; such fees totaled $96,112 as of September
30, 1996 and December 31, 1995; (b) the Advisor has agreed to contribute to the
Company funds equal to the amount by which all trading losses exceed the gains
resulting from the sale of REMIC and CMO investments to supplement the
distribution policy; such funds totaled $97,221 as of September 30, 1996 and
December 31, 1995; and (c) the Company has agreed to limit the total amount
which can be returned to investors from the early sale of investments to support
the distributions policy to less than 3% of the Gross Proceeds. During the nine
months ended September 30, 1996, no investments were sold in order to support
the distribution policy.

         Of the total distributions of $4,165,518 and $4,162,792 made for the
nine months ended September 30, 1996 and 1995, $1,817,601 ($.46 per share or
44%) and $1,917,234($.49 per share or 46%) represents a return of capital
determined in accordance with generally accepted accounting principles. As of
September 30, 1996, the aggregate amount of the distributions made since the
commencement of the Offering representing a return of capital, in accordance
with generally accepted accounting principles, totaled $6,518,964 ($1.63 per
share or 44%). The portion of the distributions which constitute a return of
capital may be significant during the acquisition stage in order to maintain
level distributions to shareholders. However, as described above, the aggregate
amount of the disposition proceeds used for distributions cannot in the
aggregate exceed 3% of the Gross Proceeds. As of September 30, 1996, the
aggregate amount of disposition proceeds used to support distributions equaled
2.44% of the Gross Proceeds resulting in approximately $428,000 being available
to support future distributions if necessary.

         Management expects that cash flow from operations combined with the
balance of the disposition proceeds above will be sufficient to fund the
Company's operating expenses and continue to make distributions at the current
level in the future.


                                      -20-

<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

         3,4   Amended and Restated Declaration of Trust, dated as of March
               29, 1993, as amended as of July 1, 1993 as previously filed as an
               Exhibit to Post-Effective Amendment No. 1 dated November 9, 1993.

               Amendment No. 2 to Amended and Restated Declaration of Trust,
               dated as of April 5, 1994 as previously filed as an Exhibit to
               Annual Report on Form 10-K for the year ended December 31,
               1993.

         10(a) Escrow Agreement, dated as of April 16, 1993 and amended as of
               August 25, 1993 as previously filed as an Exhibit to
               Post-Effective Amendment No. 1 dated November 9, 1993.

         10(b) Advisory Services Agreement, dated as of March 29, 1993, as
               amended as of October 26, 1993 as previously filed as an Exhibit
               to Post-Effective Amendment No. 1 dated November 9, 1993.

               Amendment to Advisory Services Agreement, dated as of December
               31, 1993 as previously filed as an Exhibit to Annual Report on
               Form 10-K for the year ended December 31, 1993. Third Amendment
               to Advisory Services Agreement, dated as of March 29, 1994 as
               previously filed as an Exhibit to Annual Report on Form 10-K for
               the year ended December 31, 1993.

         10(c) TRI Capital Corporation Mortgage Note in the principal amount of
               $9,350,000 dated December 16, 1993 as previously filed as an
               Exhibit to Current Report on Form 8-K dated December 16, 1993.

         10(d) Equity Loan Note in the principal amount of $1,156,000 dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report on Form 8-K dated December 16, 1993.

         10(e) Bridge Loan Note in the principal amount of $115,790, dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report on Form 8-K dated December 16, 1993.

         10(f) Subordinated Promissory Note by Oxford Apartments, L.C., dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report on Form 8-K dated December 16, 1993.

         10(g) Limited Operating Guaranty between Al L. Bradley, Jr., Tim L.
               Myers, Allied Realty Services, Ltd. and American Mortgage
               Investors Trust, dated December 16, 1993 as previously filed
               as an Exhibit to Current Report on Form 8-K dated December 16,
               1993.


                                      -21-
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K (continued)

         (a)   Exhibits (continued)


         10(h) TRI Capital Corporation Mortgage Note in the principal amount of
               $6,800,000, dated December 16, 1993 as previously filed as an
               Exhibit to Current Report on Form 8-K dated December 16, 1993.

         10(i) Equity Loan Note in the principal amount of $840,500, dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report on Form 8-K dated December 16, 1993.

         10(j) Bridge Loan Note in the principal amount of $84,210, dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report of Form 8-K dated December 1, 1993.

         10(k) Subordinated Promissory Note by Cove Apartments, L.C., dated
               December 16, 1993 as previously filed as an Exhibit to Current
               Report on Form 8-K dated December 16, 1993.

         10(l) Limited Operating Guaranty between Al L. Bradley, Jr., Tim L.
               Myers, Allied Realty Services, Ltd. and American Mortgage
               Investors Trust, dated December 16, 1993 as previously filed
               as an Exhibit to Current Report on Form 8-K dated December 16,
               1993.

         10(m) Cambridge Realty Capital LTD Mortgage Note in the principal
               amount of $9,348,000, dated April 5, 1994 as previously filed as
               an Exhibit to Current Report on Form 8-K dated April 21, 1994.

         10(n) Equity Loan Note in the principal amount of $1,039,000, dated
               April 5, 1994 as previously filed as an Exhibit to Current Report
               on Form 8-K dated April 21, 1994.

         10(o) Subordinated Promissory Note by Town and Country IV Apartments,
               L.C., dated April 5, 1994 as previously filed as an Exhibit to
               Current Report on Form 8-K dated April 21, 1994.

         10(p) Limited Operating Guaranty between Leonard E. Wineburgh,
               Arnold H. Dwinn and the Company, dated April 5, 1994 as
               previously filed as an Exhibit to Current Report on Form 8-K
               dated April 21, 1994.

         10(q) American Capital Resource, Inc. Mortgage Note in the principal
               amount of $8,683,000 dated April 5, 1994 as previously filed as
               an Exhibit to Current Report on Form 8-K dated April 28, 1994.

         10(r) Equity Loan Note in the principal amount of $563,000 dated April
               5, 1994 as previously filed as an Exhibit to Current Report on
               Form 8-K dated April 28, 1994.

         10(s) Subordinated Promissory Note by Columbiana Lakes Apartments,
               L.C., dated April 5, 1994 as previously filed as an Exhibit to
               Current Report on Form 8-K dated April 28, 1994.

         10(t) Limited Operating Guaranty between Anderson G. Wise, Ronald P.
               Curry and the Company, dated April 5, 1994 as previously filed
               as an Exhibit to Current Report on Form 8-K dated April 28,
               1994.

         10(u) Rockport Mortgage Corporation Mortgage Note is the principal
               amount of $8,500,000 dated December 15, 1995, as previously filed
               as an Exhibit to Current Report on Form 8-K dated December 15,
               1995.


                                      -22-

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K (continued)

         (a)   Exhibits (continued)

         10(v) Equity Loan Note in the principal amount of $1,039,000 dated
               December 15, 1995, as previously filed as an Exhibit to Current
               report on Form 8-K dated December 15, 1995.

         10(w) Subordinated Promissory Note by SCI-ROEV East Haven Land Limited
               Partnership, dated December 15, 1995, as previously filed as an
               Exhibit to Current Report on Form 8-K dated December 15, 1995.

         10(x) Limited Operating Guaranty between SCI Real Estate Development,
               Ltd., and Euro General East haven, Inc., and the Company dated
               December 15, 1995, as previously filed as an Exhibit to Current
               Report in Form 8-K dated December 15, 1995.

         27    Financial Data Schedule (filed herewith).

         (b)   No reports on Form 8-K were filed during the quarterly period
               ended September 30, 1996.


                                      -23-
<PAGE>

                                  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.



                      AMERICAN MORTGAGE INVESTORS TRUST




Date: November 13, 1996                  By: /s/ Alan Hirmes
                                             ---------------
                                             Alan Hirmes
                                             Senior Vice President and
                                             Chief Financial Officer





Date: November 13, 1996                   By:/s/ Lawrence J. Lipton
                                             ----------------------
                                             Lawrence J. Lipton
                                             Treasurer and
                                             Chief Accounting Officer

                                      -24-