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 March 31, 2004


                                       OR


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


                         Commission File Number 0-23972


                      AMERICAN MORTGAGE ACCEPTANCE COMPANY
             (Exact name of registrant as specified in its charter)


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


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
                                             -----  -----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes  X  No
                                        -----  -----


<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                           ============   ============
                                                             March 31,    December 31,
                                                               2004           2003
                                                           ------------   ------------
                                                           (Unaudited)
<S>                                                           <C>            <C>

ASSETS
Investments in debt securities - available for sale           $ 157,262      $ 167,260
Real estate owned - held and used                                 7,602             --
Real estate owned - subject to sales contracts                   52,112         51,616
Real estate owned - held for sale                                17,924         25,802
Notes receivable, net                                            33,392         35,946
Investment in ARCap                                              20,240         20,240
Investments in mortgage loans, net                               13,894         13,864
Revenue bonds - available for sale                                7,569          7,586
Cash and cash equivalents                                        10,861          2,028
Other assets                                                      2,222          2,765
                                                              ---------      ---------

Total assets                                                  $ 323,078      $ 327,107
                                                              =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:

  Repurchase facilities payable                               $ 145,794      $ 149,529
  Warehouse facility payable                                     35,030         34,935
  Mortgage payable on real estate owned                          15,993         15,993
  Interest rate derivatives                                         871            278
  Accounts payable and accrued expenses                             538          1,552
  Due to Advisor and affiliates                                     642            590
  Distributions payable                                           3,335          3,335
                                                              ---------      ---------

Total liabilities                                               202,203        206,212
                                                              ---------      ---------

Commitments and contingencies


Shareholders' equity:

  Shares of beneficial interest; $.10 par value; 25,000,000
   shares authorized; 8,713,376 issued and 8,338,180
   outstanding in 2004 and 2003                                     871            871
  Treasury shares of beneficial interest;
   375,196 shares                                                   (38)           (38)
  Additional paid-in capital                                    126,832        126,779
  Deferred compensation - stock options                             (66)           (29)
  Distributions in excess of net income                         (15,148)       (15,138)
  Accumulated other comprehensive income                          8,424          8,450
                                                              ---------      ---------

Total shareholders' equity                                      120,875        120,895
                                                              ---------      ---------

Total liabilities and shareholders' equity                    $ 323,078      $ 327,107
                                                              =========      =========
</TABLE>


           See accompanying notes to consolidated financial statements.

                                       2
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                        Consolidated Statements of Income
               (Dollars in the thousands except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      =========================
                                                          Three Months Ended
                                                              March 31,
                                                      -------------------------
                                                         2004          2003
                                                      -------------------------
<S>                                                   <C>           <C>
Revenues:
   Interest income:
     Debt securities                                  $     2,337   $     1,872
     Mortgage loans                                           418         1,407
     Notes receivable                                         667           918
     Revenue bonds                                            168            --
     Temporary investments                                     12             8
   Rental income                                              263            --
   Other income                                             1,129            28
                                                      -----------   -----------

     Total revenues                                         4,994         4,233
                                                      -----------   -----------

Expenses:
   Interest                                                   892           407
   General and administrative                                 268           243
   Fees to Advisor                                            482           443
   Property operations                                        239            --
   Depreciation                                               249            --
   Amortization and other                                     139           157
                                                      -----------   -----------

     Total expenses                                         2,269         1,250
                                                      -----------   -----------

Other income:
   Equity in earnings of ARCap                                600           600
   Net loss on sale or repayment of debt securities            --          (391)
                                                      -----------   -----------

     Total other income                                       600           209
                                                      -----------   -----------

   Net income                                         $     3,325   $     3,192
                                                      ===========   ===========

   Net income per share (basic and diluted)           $       .40   $       .50
                                                      ===========   ===========

   Weighted average shares outstanding
     Basic                                              8,338,180     6,363,630
                                                      ===========   ===========
     Diluted                                            8,362,247     6,363,630
                                                      ===========   ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
            Consolidated Statement of Changes in Shareholders' Equity
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Treasury Shares of
                                                      Shares of Beneficial Interest        Beneficial Interest        Additional
                                                      -----------------------------    --------------------------      Paid-in
                                                        Shares              Amount       Shares         Amount         Capital
                                                      -----------       -----------    -----------    -----------     ----------


<S>                                                   <C>               <C>              <C>          <C>             <C>
Balance at January 1, 2004                            $ 8,713,376       $       871      (375,196)    $      (38)     $  126,779

Comprehensive income:
Net income

Other comprehensive income:
  Net unrealized loss on interest rate derivatives
  Unrealized holding gain arising during the
  period


Total other comprehensive income


Comprehensive income


Issuance of stock options                                                                                                     53
Deferred compensation costs


Distributions
                                                      -----------       -----------    -----------    -----------     ----------

Balance at March 31, 2004                             $ 8,713,376       $       871      (375,196)    $      (38)     $  126,832
                                                      ===========       ===========    ===========    ===========     ==========


<CAPTION>


                                                        Deferred     Distributions                   Accumulated Other
                                                      Compensation     in Excess     Comprehensive     Comprehensive
                                                     Stock Options   of Net Income      Income             Income           Total
                                                     -------------   -------------   -------------   -----------------   -----------


<S>                                                  <C>             <C>             <C>                <C>              <C>
Balance at January 1, 2004                           $        (29)   $    (15,138)                      $    8,450       $  120,895

Comprehensive income:
Net income                                                                  3,325    $      3,325                             3,325
                                                                                     -------------
Other comprehensive income:
  Net unrealized loss on interest rate derivatives                                           (871)
  Unrealized holding gain arising during the
  period                                                                                      845
                                                                                     -------------

Total other comprehensive income                                                              (26)             (26)             (26)
                                                                                     -------------

Comprehensive income                                                                 $       3,299
                                                                                     =============

Issuance of stock options                                     (53)
Deferred compensation costs                                    16                                                                16


Distributions                                                              (3,335)                                           (3,335)
                                                     -------------   -------------                      -----------      -----------

Balance at March 31, 2004                            $        (66)   $    (15,148)                      $    8,424       $  120,875
                                                     =============   =============                      ===========      ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      ==========================
                                                          Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                         2004            2003
                                                      -----------    -----------
<S>                                                   <C>            <C>
Cash flows from operating activities:
   Net income                                         $     3,325    $     3,192
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                             249             --
     Net loss on repayments of debt securities                 --            391
     Amortization - deferred financing costs                   52             --
     Amortization - deferred compensation costs                16             --
     Amortization - loan premium and
       origination costs and fees                             (70)          (204)
     Accretion of discount on debt securities                  23              8
   Changes in operating assets and liabilities:
     Accrued interest receivable                              560           (166)
     Other assets                                             (70)           (71)
     Due to (from) Advisor and affiliates                      52            (79)
     Accounts payable and accrued expenses                   (465)          (410)
     Accrued interest payable                                (549)           127
                                                      -----------    -----------

   Net cash provided by operating activities                3,123          2,788
                                                      -----------    -----------

Cash flows from investing activities:
   Funding of mortgage loans                                  (94)        (7,049)
   Repayments of mortgage loans                                79          9,350
   Funding of notes receivable                                (95)       (20,502)
   Repayment of notes receivable                            2,703          4,057
   Principal repayments of debt securities                 14,742          5,960
   Investment in debt securities                           (4,199)        (4,532)
   Principal repayments on revenue bonds                       17             --
   Increase in restricted cash                                 --         (8,282)
   Additions to real estate owned                            (468)            --
                                                      -----------    -----------
Net cash provided by (used in) investing activities        12,685        (20,998)
                                                      -----------    -----------
</TABLE>

                                    continued
                                        5
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      ==========================
                                                          Three Months Ended
                                                               March 31,
                                                      --------------------------
                                                         2004            2003
                                                      -----------    -----------
<S>                                                   <C>            <C>


Cash flows from financing activities:
   Proceeds from repurchase facilities payable              6,060         21,184
   Proceeds from warehouse facility payable                    95          8,209
   Repayments of repurchase facility payable               (9,795)       (15,499)
   Distribution paid to shareholders                       (3,335)        (2,545)
   Increase in deferred financing costs                        --            102
                                                      -----------    -----------

Net cash provided by (used in) financing activities        (6,975)        11,451
                                                      -----------    -----------

Net increase (decrease) in cash and cash equivalents        8,833         (6,759)
Cash and cash equivalents at the beginning
   of the period                                            2,028         10,404
                                                      -----------    -----------
Cash and cash equivalents at the end of the
   period                                             $    10,861    $     3,645
                                                      ===========    ===========
Supplemental information:
Interest paid                                         $       771    $       430
                                                      ===========    ===========

Conversion of mortgage loans to real estate owned:

Increase in real estate owned                                        $ 7,920,000
Decrease in mortgage loans                                            (7,920,000)
                                                                     -----------

                                                                     $        --
                                                                     -----------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


NOTE 1 - General

American Mortgage Acceptance Company (the "Company") was formed on June 11, 1991
as a Massachusetts  business trust.  The Company elected to be treated as a real
estate  investment  trust ("REIT")  under the Internal  Revenue Code of 1986, as
amended (the "Code").

The Company's  business  plan focuses on  originating  and  acquiring  mortgages
secured by multifamily properties, which may take the form of government insured
first mortgages,  insured mortgage pass-through certificates or insured mortgage
backed securities, and uninsured mezzanine loans, construction loans, and bridge
loans.  Additionally,   the  Company  has  indirectly  invested  in  subordinate
commercial  mortgage-backed  securities  and may  invest  in other  real  estate
assets, including non-multifamily  mortgages. The Company also issues guarantees
of construction and permanent financing and makes standby loan commitments.

The Company is governed by a board of trustees  comprised  of three  independent
trustees and two non-independent trustees who are affiliated with CharterMac, an
American  Stock  Exchange  listed  company  (AMEX:CHC).  The Company has engaged
Related AMI Associates,  Inc. (the  "Advisor"),  an affiliate of CharterMac,  to
manage its  day-to-day  affairs.  The Advisor  has  subcontracted  with  Related
Capital Company ("Related"), a subsidiary of CharterMac, to provide the services
contemplated.  Through the Advisor,  Related  offers the Company a core group of
experienced staff and executive  management  providing the Company with services
on both a full and part-time basis. These services include,  among other things,
acquisition,  financial,  accounting,  tax, capital markets,  asset  monitoring,
portfolio management, investor relations and public relations services.

Effective November 17, 2003, CharterMac,  an affiliate of the Advisor,  acquired
Related,  which  included  the  Advisor.  This  acquisition  did not  affect the
Company's  day-to-day  operations or the services provided to the Company by the
Advisor.  Ownership of the Advisor was transferred to CharterMac, but management
of the Advisor  remained  unchanged as the principals of Related who managed the
Advisor became executive officers of CharterMac and remain executive officers of
the Advisor.

The consolidated  financial  statements  include the accounts of the Company and
three  wholly-owned  subsidiaries  which it  controls:  AMAC Repo  Seller,  LLC,
AMAC/FM Corporation  ("AMAC/FM") and AMAC Credit Facility, LLC. All intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.   Unless
otherwise  indicated,  the  "Company" as  hereinafter  used,  refers to American
Mortgage Acceptance Company and its subsidiaries.

Effective  October 2003, the Company  dissolved AMAC/FM due to the assignment of
all rights and obligations under the Fannie Mae loan program to PW Funding Inc.,
a  subsidiary  of  CharterMac  (see Note 11).  AMAC/FM was formed to manage this
program.

The consolidated  financial statements of the Company have been prepared without
audit.  In the  opinion of  management,  the  financial  statements  contain all
adjustments  (consisting  of only normal  recurring  adjustments)  necessary  to
present  fairly the  financial  position of the Company as of March 31, 2004 and
the results of its operations and its cash flows. However, the operating results
for the interim periods may not be indicative of the results for the full year.

Certain  information  and  footnote  disclosures  normally  included  in  annual
financial statements prepared in accordance with accounting principles generally
accepted  in the  United  States of  America  ("GAAP")  have been  condensed  or
omitted.  It is  suggested  that these  financial  statements  should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Form 10-K for the year ended December 31, 2003.

The preparation of the consolidated financial statements in conformity with GAAP
requires the Company to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities  at the date of the  financial  statements  as well as the  reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

                                       7
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


There are no new accounting  pronouncements  pending  adoption that would have a
significant  impact on the  Company's  consolidated  financial  statements.  The
adoption of the following  pronouncements during 2003 did not have a significant
impact on the consolidated financial statements:

     o    FASB Statement No. 145  "Rescission  of FASB  Statements No. 4, 44 and
          64, Amendment of FASB Statement No. 13 and Technical Corrections".

     o    FASB Statement No. 146,  "Accounting for Costs Associated with Exit or
          Disposal Activities".

     o    FASB  Interpretation  No. 45,  "Guarantors'  Accounting and Disclosure
          Requirements  for  Guarantees,   Including   Indirect   Guarantees  of
          Indebtedness  of  Others".   The  Interpretation   elaborates  on  the
          disclosures  to be made by a  guarantor  in its  financial  statements
          about its obligations under certain  guarantees that it has issued. It
          also  clarifies  that a guarantor  is required  to  recognize,  at the
          inception  of a  guarantee,  a  liability  for the  fair  value of the
          obligation undertaken in issuing the guarantee.

     o    FASB Statement SFAS No. 148, "Accounting for Stock-Based  Compensation
          - Transition and Disclosure, an amendment of FASB Statement No. 123".

     o    FASB  Interpretation  No.  46,  "Consolidation  of  Variable  Interest
          Entities"  ("FIN 46") as amended and  interpreted  by FIN 46(R).  Such
          Interpretation   addresses  the  consolidation  of  variable  interest
          entities ("VIEs"),  including special purpose entities ("SPFs"),  that
          are not  controlled  through  voting  interests or in which the equity
          investors do not bear the residual economic risks and rewards.

     o    FASB Statement SFAS No. 149, "Amendment of Statement 133 on Derivative
          Instruments and Hedging Activities".

     o    FASB  Statement  SFAS  No.  150,  "Accounting  for  Certain  Financial
          Instruments with Characteristics of Both Liabilities and Equity".

Certain prior year amounts have been reclassified to conform to the current year
presentation.

                                       8
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


NOTE 2 - Investments in Debt Securities-Available for Sale

Information  relating  to Debt  Securities  owned by the Company as of March 31,
2004 is as follows: (Dollars in thousands)
<TABLE>
<CAPTION>


                                                    Date Purchased/                      Amortized
                                     Certificate         Final           Stated           Cost at
Name                                   Number        Payment Date     Interest Rate    March 31, 2004
-------------------                  -----------    ---------------   -------------    ---------------
<S>                                    <C>              <C>               <C>             <C>
GNMA CERTIFICATES

Western Manor (1)                      355540           7/27/94           7.125%          $  2,454
                                                        3/15/29

SunCoast Capital Group, Ltd. (1)       G002412          6/23/97           7.000%               199
                                                        4/20/27

Elmhurst Village (1)                   549391           6/28/01           7.745%            21,572
                                                        1/15/42

Reserve at Autumn Creek (1)(2)         448748           6/28/01           7.745%             1,484
                                                        1/15/42

Village at Marshfield (1)              519281           3/11/02           7.475%            21,339
                                                        1/15/42

Cantera Crossing (1)                   532663           3/28/02           6.500%             6,402
                                                        6/1/29

Filmore Park (1)                       536740           3/28/02           6.700%             1,431
                                                       10/15/42

Northbrooke (1)                        548972           5/24/02           7.080%            14,002
                                                         8/1/43

Ellington Plaza (1)                    585494           7/26/02           6.835%            31,645
                                                         6/1/44

Burlington (1)                         595515           11/1/02           5.900%             6,789
                                                        4/15/31
FNMA DUS CERTIFICATES

Cambridge (1)                          385971           4/11/03           5.560%             3,653
                                                         3/1/33

Bayforest (1)                          381974           4/21/03           7.430%             4,289
                                                        10/1/28

Coventry Place (1)                     384920            5/9/03           6.480%               788
                                                         3/1/32

Rancho de Cieto (1)                    385229           5/13/03           6.330%             2,598
                                                         9/1/17

Elmwood Gardens (1)                    386113           5/15/03           5.350%             5,528
                                                         5/1/33

<CAPTION>
                                                                             Interest Income
                                                                            Earned Applicable
                                       Unrealized                          to the Three Months
                                     Gain (Loss) at       Balance at              Ended
Name                                 March 31, 2004     March 31, 2004        March 31, 2004
-------------------                  --------------     --------------     -------------------
<S>                                     <C>              <C>                    <C>
GNMA CERTIFICATES

Western Manor (1)                       $    (33)        $    2,421             $     48


SunCoast Capital Group, Ltd. (1)              13               212                     4


Elmhurst Village (1)                       1,031            22,603                   418


Reserve at Autumn Creek (1)(2)                --             1,484                    29


Village at Marshfield (1)                    738            22,077                   360


Cantera Crossing (1)                         916             7,318                   105


Filmore Park (1)                             157             1,588                    24


Northbrooke (1)                            2,106            16,108                   245


Ellington Plaza (1)                        4,253            35,898                   479


Burlington (1)                               183             6,972                    99

FNMA DUS CERTIFICATES

Cambridge (1)                                 47             3,700                    48


Bayforest (1)                                 57             4,346                    63


Coventry Place (1)                             7               795                    12


Rancho de Cieto (1)                          (32)            2,566                    32


Elmwood Gardens (1)                            9             5,537                    72


</TABLE>

                                       9
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                    Date Purchased/                      Amortized
                                     Certificate         Final           Stated           Cost at
Name                                   Number        Payment Date     Interest Rate    March 31, 2004
-------------------                  -----------    ---------------   -------------    ---------------
<S>                                    <C>              <C>               <C>             <C>

30 West (1)                            380751           5/27/03           6.080%             1,355
                                                        10/1/16

Jackson Park (1)                       386139           5/30/03           5.150%             2,768
                                                         6/1/18

Courtwood (1)                          386274           6/26/03           4.690%             1,759
                                                         6/1/33

Sultana (1)                            386259           6/30/03           4.650%             4,090
                                                         6/1/23

Buena (1)                              386273           6/30/03           4.825%             3,041
                                                         6/1/33

Allegro (1)                            386324           6/30/03           5.380%             2,567
                                                         7/1/33

Village West (1)                       386243           6/30/03           4.910%               784
                                                         6/1/21

Westwood/Monterey (1)                  386421           9/15/03           5.090%             2,712
                                                         8/1/33

Euclid (1)                             386446           9/15/03           5.310%             2,367
                                                         8/1/33

Edgewood (1)                           386458           9/15/03           5.370%             2,351
                                                         9/1/33

                                                                                       ---------------

Total                                                                                     $147,967
                                                                                       ===============


<CAPTION>
                                                                             Interest Income
                                                                            Earned Applicable
                                       Unrealized                          to the Three Months
                                     Gain (Loss) at       Balance at              Ended
Name                                 March 31, 2004     March 31, 2004        March 31, 2004
-------------------                  --------------     --------------     -------------------
<S>                                     <C>              <C>                    <C>

30 West (1)                                  (64)            1,291                    15


Jackson Park (1)                              20             2,788                    35


Courtwood (1)                                (95)            1,664                    20


Sultana (1)                                 (267)            3,823                    47


Buena (1)                                   (149)            2,892                    36


Allegro (1)                                  (27)            2,540                    34


Village West (1)                             (26)              758                     9


Westwood/Monterey (1)                        172             2,884                    37


Euclid (1)                                   146             2,513                    33


Edgewood (1)                                 133             2,484                    33


                                     ---------------------------------------------------------

Total                                   $  9,295         $ 157,262              $  2,337
                                     =========================================================
</TABLE>


   (1)These GNMA and FNMA DUS  certificates are partially or  wholly-pledged  as
      collateral for borrowings under the repurchase facilities (see Note 7).
   (2)In January 2004, the Company received  proceeds in the approximate  amount
      of $14.5  million  from HUD in  relation  to the paydown of the Reserve at
      Autumn Creek GNMA certificate.  This paydown approximated 90% of the total
      outstanding balance of the underlying mortgage loan, which was the initial
      payment  pursuant to the FHA insurance  claim made by the Company when the
      borrower  missed  debt  service   payments.   The  remaining   balance  of
      approximately  $1.5  million  is  expected  to be  received  in the second
      quarter 2004, from the remaining  amounts of the insurance and potentially
      the guarantee from GNMA.



                                       10
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


The amortized  cost,  unrealized  gain and fair value for the investment in debt
securities at March 31, 2004 and December 31, 2003 were as follows:
<TABLE>
<CAPTION>
                                                        (Dollars in thousands)

                                                     March 31,        December 31,
                                                       2004              2003
                                                   ------------       ------------
<S>                                                  <C>                <C>
Amortized cost                                       $147,967           $158,533
Net unrealized gain                                     9,295              8,727
                                                     --------           --------
Fair Value                                           $157,262           $167,260
                                                     ========           ========
</TABLE>

As of  March  31,  2004,  there  were  gross  unrealized  gains  and  losses  of
approximately  $9,988,000  and  approximately  $693,000,   respectively.  As  of
December 31, 2003, there were gross unrealized gains and losses of approximately
$10,040,000 and approximately $1,313,000, respectively.

Due to the complexity of the GNMA and FNMA DUS structure and the  uncertainty of
future economic events 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 debt  securities  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 fair value and gross  unrealized  losses of the  Company's  debt  securities
aggregated  by length of time that  individual  debt  securities  have been in a
continuous  unrealized  loss  position,  at March 31, 2004, is summarized in the
table below:
<TABLE>
<CAPTION>
                             (Dollars in thousands)

                                                         12
                                       Less than       Months
                                       12 Months      or More        Total
          ------------------------------------------------------------------
          <S>                           <C>              <C>         <C>
          Fair value                    $17,955          --          $17,955

          Gross unrealized loss         $   693          --          $   693
</TABLE>

Of the Company's  portfolio of debt securities,  eight are in an unrealized loss
position at March 31, 2004. All of these  securities  have been in an unrealized
position  for less than one year.  These  unrealized  losses  are as a result of
increases in interest rates  subsequent to the acquisition of these  securities.
All of the debt securities are performing according to their terms. Accordingly,
the Company has concluded that these impairments are only temporary.

                                       11
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


NOTE 3 - Notes Receivable

The Company's notes  receivable are  collateralized  by equity  interests in the
owner of the  underlying  property and consist of the  following as of March 31,
2004:
<TABLE>
<CAPTION>
                             (Dollars in thousands)
                                                                                         Remaining
                                                  Outstanding                            Committed
                                                   Principal    Unamortized   Carrying   Balance to      Interest
Property                   Location                 Balance        Fees        Amount     Fund (1)         Rate           Maturity
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>            <C>        <C>         <C>       <C>                 <C>
Noble Towers (2)(3)        Oakland, CA             $  3,581       $  25      $  3,556    $3,719           9.75%            July 2005

Clark's Crossing (2)       Laredo, TX                 1,074          --         1,074        --          12.00%         October 2004

Valley View (2)            North Little Rock, AR        400          --           400        --          12.00%            July 2004

Georgia King (2)           Newark, NJ                 1,495           7         1,488         5          11.50%             May 2004

Reserve at Thornton (2)    Thornton, CO                 260           8           252       690          11.00%          August 2006

Concord at Gessner Land    Houston, TX                  188          --           188        --           8.00%        December 2008

Del Mar Villas (4)         Dallas, TX                 5,554          --         5,554        --    LIBOR + 4.625%(6)    October 2004

Mountain Valley (5)        Dallas, TX                 6,306          22         6,284        --    LIBOR + 4.750%(6)   November 2004

Baywoods (5)               Antioch, CA               10,990          32        10,958        --    LIBOR + 4.000%(6)      March 2005

Oaks of Baytown (5)        Baytown, TX                2,432          13         2,419     1,393    LIBOR + 4.500%(6)     August 2005

Quay Point (5)             Houston, TX                1,223           4         1,219        --    LIBOR + 3.600%(6)     August 2005
                                                   -----------------------------------------------

    Total                                          $ 33,503        $111       $33,392    $5,807
                                                   ===============================================
</TABLE>


(1)  Funded on an as needed basis.
(2)  These  loans  are to  limited  partnerships  that are  affiliated  with the
     Advisor (see Note 9).
(3)  Affiliate  of the Advisor has  provided a full  guarantee on the payment of
     principal  and interest due on this note.
(4)  Effective  April  2004,  this note is no longer  pledged as  collateral  in
     connection  with the warehouse  facility with Fleet National Bank (see Note
     8).
(5)  Pledged as collateral in connection with the warehouse  facility with Fleet
     National Bank (see Note 8).
(6)  30-day LIBOR at March 31, 2004 was 1.09%.


                                       12
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


NOTE 4 - Investments in Mortgage Loans

Information relating to the Company's  investments in mortgage loans as of March
31, 2004 is as follows:
<TABLE>
<CAPTION>

(Dollars in thousands)
                                                                     Final
                                                                    Maturity                                        Lifetime
Property                                              Description     Date     Call Date (A)   Interest Rate    Interest Cap (C)
--------                                              -----------   --------   -------------   --------------   ----------------
<S>                                                   <C>            <C>          <C>          <C>                   <C>
FIRST MORTGAGE LOANS:
  Sunset Gardens
   Eagle Pass, TX                                      60 Units        6/04       N/A                  11.50%        N/A
  Alexandrine (G)
   Detroit, MI                                         30 Units       12/03       N/A                  11.00%        N/A
  Desert View (H)
   Coolidge, AZ                                        45 Units        5/04       N/A                  11.00%        N/A


Subtotal First Mortgage Loans

MEZZANINE LOANS (I):

Properties in Lease-Up
  The Hollows (J)
   Greenville, NC                                     184 Units        1/42       1/12             10.00% (B)        16%
  Elmhurst Village (K) (L)
   Oveido, FL                                         313 Units        1/42       3/19             10.00% (B)        16%
  Club at Brazos (J) (M)
   Rosenberg, TX                                      200 Units        5/43       4/13             10.00% (B)        14%
  Northbrooke (K) (L)
   Harris County, TX                                  240 Units        8/43       7/13             11.50% (B)        14%


Subtotal Properties in Lease-Up


Properties in Construction/Rehabilitation
-----------------------------------------

  Del Mar Villas
   Dallas, TX                                         260 Units       10/04       N/A          LIBOR + 4.625%        (N)
  Mountain Valley
   Dallas, TX                                         312 Units       11/04       N/A          LIBOR + 4.750%        (N)
  Villas at Highpoint
   Lewisville, TX                                     304 Units        4/33       TBD                  14.57%        N/A
  Villas at Highpoint
   Lewisville, TX                                     304 units        4/33       TBD                  23.76%        N/A


<CAPTION>


                                                                            Share of
                                                          Share of       Excess Sale or
                                                      Excess Operating    Refinancing        Periodic
Property                                                 Cash Flows         Proceeds      Payment Terms   Prior Liens
--------                                              ----------------   --------------   -------------   -----------
<S>                                                        <C>                <C>             <C>         <C>
FIRST MORTGAGE LOANS:
  Sunset Gardens
   Eagle Pass, TX                                          N/A                N/A             (F)                 --
  Alexandrine (G)
   Detroit, MI                                             N/A                N/A             (F)                 --
  Desert View (H)
   Coolidge, AZ                                            N/A                N/A             (F)                 --


Subtotal First Mortgage Loans

MEZZANINE LOANS (I):

Properties in Lease-Up
  The Hollows (J)
   Greenville, NC                                          50%                25%             (F)         $    8,871
  Elmhurst Village (K) (L)
   Oveido, FL                                              50%                25%             (F)             21,572
  Club at Brazos (J) (M)
   Rosenberg, TX                                           50%                25%             (F)             14,326
  Northbrooke (K) (L)
   Harris County, TX                                       50%                50%             (F)             13,857


Subtotal Properties in Lease-Up


Properties in Construction/Rehabilitation
-----------------------------------------

  Del Mar Villas
   Dallas, TX                                              N/A                N/A             (F)              5,554
  Mountain Valley
   Dallas, TX                                              N/A                N/A             (F)              6,306
  Villas at Highpoint
   Lewisville, TX                                          N/A                N/A             (F)             18,800
  Villas at Highpoint
   Lewisville, TX                                          N/A                N/A             (F)                 --


<CAPTION>


                                                                                                            Interest
                                                                                                         Earned Applicable
                                                       Outstanding                       Carrying       to the Three Months
                                                      Face Amount of    Unamortized      Amount of            Ended
Property                                               Mortgages (D)   Costs and Fees   Mortgages (E)      March 31, 2004
--------                                              --------------   --------------   -------------   -------------------
<S>                                                      <C>               <C>             <C>                 <C>
FIRST MORTGAGE LOANS:
  Sunset Gardens
   Eagle Pass, TX                                        $ 1,479           $    --         $ 1,479             $  43
  Alexandrine (G)
   Detroit, MI                                               342                --             342                12
  Desert View (H)
   Coolidge, AZ                                              881                --             881                26
                                                         ------------------------------------------------------------------

Subtotal First Mortgage Loans                              2,702                --           2,702                81
                                                         ------------------------------------------------------------------
MEZZANINE LOANS (I):

Properties in Lease-Up
  The Hollows (J)
   Greenville, NC                                          1,549              (129)          1,420                43
  Elmhurst Village (K) (L)
   Oveido, FL                                              2,875              (382)          2,492                80
  Club at Brazos (J) (M)
   Rosenberg, TX                                           1,962               (75)          1,887                49
  Northbrooke (K) (L)
   Harris County, TX                                       1,500              (132)          1,368                45
                                                         ------------------------------------------------------------------

Subtotal Properties in Lease-Up                            7,885              (718)          7,167               217
                                                         ------------------------------------------------------------------

Properties in Construction/Rehabilitation
-----------------------------------------

  Del Mar Villas
   Dallas, TX                                                765                --             765                11
  Mountain Valley
   Dallas, TX                                                776                --             776                11
  Villas at Highpoint
   Lewisville, TX                                          2,599              (144)          2,455                98
  Villas at Highpoint
   Lewisville, TX                                             68               (39)             29                --
                                                         ------------------------------------------------------------------

Subtotal Properties in Construction/Rehabilitation         4,208              (183)          4,025               120
                                                         ------------------------------------------------------------------

Subtotal Mezzanine Loans                                  12,093              (901)         11,192               337
                                                         ------------------------------------------------------------------

Total Mortgage Loans                                     $14,795           $  (901)        $13,894             $ 418
                                                         ==================================================================
</TABLE>


                                       13
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


(A)  Loans are subject to mandatory  prepayment at the option of the Company ten
     years after construction  completion,  with one year's notice. Loans with a
     call date of "TBD" are still under construction.

(B)  Interest  on the  mezzanine  loans is based  on a fixed  percentage  of the
     unpaid  principal  balance of the related first mortgage loans.  The amount
     shown is the  approximate  effective  rate  earned  on the  balance  of the
     mezzanine loan. The mezzanine loans also provide for payments of additional
     interest  based on a percentage of cash flow  remaining  after debt service
     and  participation in sale or refinancing  proceeds and certain  provisions
     that cap the  Company's  total  yield,  including  additional  interest and
     participations, over the term of the loan.

(C)  Lifetime  interest cap  represents  the maximum  annual  return,  including
     interest,  fees and participations,  that can be earned by the Company over
     the life of the mezzanine loan,  computed as a percentage of the balance of
     the first mortgage loan plus the mezzanine loan.

(D)  As of March 31,  2004,  all  interest  payments on the  mortgage  loans are
     current, except as noted.

(E)  Carrying amounts of the loans are net of unamortized  origination costs and
     fees and loan discounts.

(F)  Interest only payments are due monthly, with loan balance due at maturity.

(G)  The first  mortgage  loan,  which matured in December 2003, was paid off in
     April 2004.

(H)  Loan  purchased in April 2003 in connection  with the  performance  under a
     guarantee made by the Company.

(I)  The principal  balance of the mezzanine loans is secured by the partnership
     interests  of the  entity  that owns the  underlying  property  and a third
     mortgage  deed of  trust.  Interest  payments  on the  mezzanine  loans are
     secured by a second mortgage deed of trust and are guaranteed for the first
     36 months after construction completion by an entity related to the general
     partner of the entity that owns the underlying property.

(J)  The Company does not have an interest in the first lien  position  relating
     to this mezzanine loan.

(K)  The Company has an  interest  in the first lien  position  relating to this
     mezzanine loan.

(L)  The first  mortgage loans related to these  properties  were converted from
     participations  in FHA loans to ownership of the GNMA  certificates and are
     held by the Company - see Note 2.

(M)  The funding of this mezzanine  loan is based on property level  operational
     achievements.

(N)  Interest cap on these loans is the maximum rate permitted by law.


                                       14
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


NOTE 5 - Real Estate Owned

The Company  foreclosed on certain  mortgage loans and notes  receivable  during
2003.  The  Company's  real  estate  owned at March 31,  2004  consisted  of the
following:
<TABLE>
<CAPTION>

(Dollars in thousands)

                                                  Number of                       Carrying
                                                   Units           Location         Value
                                                -----------     -------------    -----------
<S>                                                  <C>        <C>                <C>
Real estate owned - held and used
---------------------------------

     Plaza at San Jacinto (1)
     (net of accumulated depreciation)               132         La Porte, TX      $  7,602
                                                     ===                           ========

Real estate owned - subject to sales contracts
----------------------------------------------

     Concord at Little York (2)                      276          Houston, TX       $16,423
     Concord at Gessner (2)                          288          Houston, TX        17,447
     Concord at Gulfgate (2)                         288          Houston, TX        18,242
                                                     ---                           --------

     Total real estate owned -
       subject to sales contracts                    852                           $ 52,112
                                                     ===                           ========

Real estate owned -- held for sale
----------------------------------

     Reserve at Autumn Creek (3)                     212        Friendswood, TX    $ 17,924
                                                     ===                           ========
</TABLE>


(1) On March 7, 2003,  the Company  exercised its rights under the  subordinated
promissory  note and  other  documents  to take  possession  of the real  estate
collateral of the Plaza at San Jacinto. On May 6, 2003, the Company acquired the
real estate at a foreclosure  auction.  The Company classified its investment in
this  property as real estate  owned - held for sale.  However,  the Company has
been focused on increasing the occupancy and the operating income generated from
the property.  The Company has  reclassified the property as real estate owned -
held and used on March 7, 2004 and has begun to  depreciate  the  property.  The
Company has also  recaptured  depreciation  for the period the property had been
classified  as held for sale.  Depreciation  on the  property  at March 31, 2004
totaled approximately  $249,000 and is recorded on the consolidated statement of
income. As operations begin to improve,  the property will be marketed for sale.
Operations  of the  property at March 31, 2004,  have also been  recorded on the
consolidated statement of income.

(2) The three  properties  underlying  these  notes  receivable  stopped  making
interest  payments in May 2003.  The Company  subsequently  exercised its rights
under the subordinated  promissory notes and other documents and took possession
of all three properties.  The Company purchased the first mortgages and acquired
the real estate at foreclosure auctions. The Company subsequently sold all three
properties to a qualified  501 (c)(3)  entity during 2003.  Due to the fact that
the Company provided 100% financing,  these properties continue to be carried as
real estate owned - subject to sales  contracts.  Income from  operations of all
three properties at March 31, 2004,  totaled  approximately  $1.1 million and is
recorded as other income on the consolidated statement of income.

(3) Certain required debt service payments have been missed, causing the Reserve
at Autumn  Creek  mezzanine  loan to be in default.  During  October  2003,  the
Company  exercised its rights under the  subordinated  promissory note and other
documents to take  possession  of the real estate  collateral  of the Reserve at
Autumn Creek  property,  subject to the first  mortgage loan. The first mortgage
loan, in the approximate  amount of $15,993,000,  bears interest at a fixed rate
of 8% per annum and matures  January  2042.  The Company  has  reclassified  its
investment  in the Reserve at Autumn  Creek to real estate owned - held for sale
on  the  consolidated  balance  sheet.  The  Company  is  currently  focused  on

                                       15
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


increasing the occupancy and the operating  income  generated from the property.
As operations begin to improve, the property will be marketed for sale.


NOTE 6 - Taxable Revenue Bonds

During  October  2003,  the Company  purchased  nine taxable  revenue bonds at a
discount (99% of par) from  CharterMac  in the amount of $7.6 million.  The nine
taxable  revenue bonds,  each of which is secured by a first  mortgage  position
held by CharterMac on a multifamily property,  carry a weighted average interest
rate of 8.69%.  The price paid was  determined  by an  independent  third  party
valuation of the taxable  revenue bonds.  This  transaction  was approved by the
Company's Board of Trustees.  The Company's estimate of each revenue bond's fair
value was equal to its amortized cost at March 31, 2004.


NOTE 7 - Repurchase Facilities

The Company had a repurchase facility with Nomura Securities  International Inc.
("Nomura").  In January  2004,  Nomura  notified the Company that it intended to
terminate  the  repurchase  facility.  In February  2004,  the Company  executed
repurchase  agreements  with  Greenwich  Capital,  Bear  Stearns and RBC Capital
Markets ("the Counterparties"), and in the first week of March 2004, the Company
executed multiple transactions whereby the repurchase  transactions  outstanding
with  Nomura  were paid off from the funds of three  new  transactions  with the
Counterparties.

The terms of the Nomura facility  allowed the Company to borrow up to 97% of the
fair  market  value  of GNMA and FNMA  DUS  certificates  owned by the  Company.
Interest on  borrowings  were at a 30-day  LIBOR plus 0.02%.  As of December 31,
2003,  the amounts  outstanding  under this  facility were $149.5  million,  and
weighted  average  interest  rates were 1.56%.  Deferred  costs relating to this
facility have been fully amortized.

The  terms of the  Greenwich  Capital,  Bear  Stearns  and RBC  Capital  Markets
repurchase agreements offer advance rates between 94% and 97% of the fair market
value of GNMA and FNMA DUS certificates,  determined by the  Counterparties  and
borrowing  rates between 30-day LIBOR minus 3 basis points and 30-day LIBOR plus
10 basis points,  which may change at the discretion of the Counterparties.  The
borrowings are subject to 30-day settlement terms. As of March 31, 2004, amounts
outstanding  under these  repurchase  facilities  were  $18.8,  $19.1 and $107.9
million,   respectively,   at  interest   rates  of  1.07%,   1.10%  and  1.20%,
respectively.

A significant  risk associated with these facilities is that the market value of
the  securities  sold by the Company  may  decline and that the Company  will be
required to post  additional  collateral.  See Note 2 for  securities  posted as
collateral in connection with these facilities.


NOTE 8- Warehouse Facility

In October 2002,  the Company  entered into a mortgage  warehouse line of credit
with Fleet National Bank (the "Fleet Warehouse Facility") in the amount of up to
$40 million. Under the terms of the Fleet Warehouse Facility, Fleet will advance
up to 83% of the total loan package, to be used to fund notes receivable,  which
the Company will make to its customers for the acquisition/refinancing and minor
renovation of existing,  lender-approved  multifamily properties. This facility,
which matures April 2006,  bears  interest at a rate of 30-, 60-, 90- or 180-day
LIBOR + 200 basis points,  or prime,  at the discretion of the Company,  payable
monthly on the total  amounts  advanced.  Principal  is due upon the  earlier of
refinance or sale of the underlying project or upon maturity. The Company pays a
fee of 12.5 basis points, paid quarterly, on any unused portion of the facility.
From time to time,  the Company  will use this  facility to finance  real estate
owned. As of March 31, 2004 and December 31, 2003, the Company had approximately
$35.0 and $34.9  million,  respectively,  in borrowings  outstanding  under this
program.  As of April 2004, the Company's  borrowing  period under this facility
has expired.

                                       16
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


During April 2004,  the Company  repaid the  outstanding  balance of the Del Mar
Villas loan from Fleet in the  approximate  amount of $4.6 million.  The Del Mar
Villas note  receivable is no longer  pledged as  collateral in connection  with
this warehouse facility.


NOTE 9 - Related Party Transactions

The costs incurred to related  parties for the three months ended March 31, 2004
and 2003 were as follows:
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                 March 31,
                                                           ---------------------
                                                              2004        2003
                                                           ---------------------
<S>                                                           <C>         <C>
Expense reimbursement                                         $169        $147
Asset management fees                                          313         249
Incentive fee                                                   --          47*
                                                              ----        ----

                                                              $482        $443
                                                              ====        ====
</TABLE>


*  During  September  2003,  the  Company  and its  Advisor  agreed to amend its
   management  agreement regarding the payment of an incentive management fee to
   the Advisor. Under the terms of the amended agreement,  there is no change to
   the  calculation  of the incentive  management  fee.  However,  the incentive
   management fee is only earned by the Advisor if the Company  attains $1.60 in
   GAAP earnings per share for the calendar year.  Based on the amendment to the
   agreement and the Company's 2003 earnings per share of $1.52, the Company did
   not incur an incentive  management fee in 2003.  The $47,000  accrual made in
   the first quarter of 2003 was reversed out in the third quarter of 2003.

Some of the Company's  notes  receivable  (see Note 3), the  stabilization  loan
guarantees and the standby loan commitments  described in Note 11 are to limited
partnerships in which the general partner is an unaffiliated third party and the
limited  partner is itself a limited  partnership  in which an  affiliate of the
Advisor is the general partner.

The Noble Towers note  receivable  is  guaranteed by an affiliate of the Advisor
(see Note 3).

The Company has indemnified an affiliate of the Advisor (see Note 11).


NOTE 10 - Earnings Per Share

Basic net  income  per share in the  amount  $.40 and $.50 for the three  months
ended March 31, 2004 and 2003,  respectively,  equals net income for the periods
($3,324,469  and  $3,192,151,  respectively),  divided by the  weighted  average
number of shares outstanding, which were 8,338,180 and 6,363,630, respectively.

Diluted net income per share is calculated  using the weighted average number of
shares  outstanding  during the period plus the  additional  dilutive  effect of
common share  equivalents.  The dilutive effect of outstanding  share options is
calculated using the treasury stock method.

Diluted  net income per share in the amount of $.40 for the three  months  ended
March 31,  2004  equals net income for the period  ($3,324,469),  divided by the
weighted average number of shares outstanding for the period (8,362,247).

Diluted net income per share equaled basic net income per share.

                                       17
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)



NOTE 11 - Commitments and Contingencies

Upon taking possession of the real estate  collateral  supporting the Concord at
Gulfgate  loan,  the  Company  has been named in a lawsuit  filed by the limited
partners of partnership that owned the property.  Subsequently,  the Company has
filed a countersuit against the limited partners seeking to recover unpaid taxes
and  misappropriated  property  receipts.  The  Company is  currently  unable to
determine the possible  outcome of the litigation,  but does not believe it will
have a material impact on the consolidated financial statements.

In  September  2003,  the Company  entered  into a letter of  agreement  with PW
Funding Inc. ("PWF"),  a subsidiary of CharterMac,  each of which are affiliates
of the  Advisor,  under which the Company  transferred  and  assigned all of its
rights and  obligations  to two loans it originated to PWF. There was no payment
made or received by the Company in connection with this transfer. CharterMac has
agreed to guarantee PWF's  performance with regard to these two loans,  which in
turn,  allowed  for the  release of  approximately  $8.3  million in  collateral
pledged by the  Company to secure its  obligations  under the loan  program.  In
turn, the Company  indemnified PWF against any losses to Fannie Mae on the loans
and  indemnified  CharterMac  against any  obligation  under its  guaranty.  The
maximum  aggregate  exposure to the Company under the agreement is approximately
$7.5 million.  However,  the Company believes that it will not be called upon to
fund any of  these  guarantees  and,  accordingly,  that  the fair  value of the
guarantees is insignificant.


                                       18
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)



Standby and Forward Loan and GNMA Commitments
---------------------------------------------

The Company has issued the  following  standby and forward  bridge and permanent
loan  commitments  for  the  purpose  of   constructing/rehabilitating   certain
multifamily apartment complexes in various locations.
<TABLE>
<CAPTION>

                             (Dollars in thousands)

STANDBY AND
FORWARD BRIDGE LOAN COMMITMENTS
---------------------------------------
                                                                                               MAXIMUM AMOUNT OF COMMITMENTS
                                                                                   -------------------------------------------------

ISSUE DATE      PROJECT                    LOCATION            NO. OF APT. UNITS       LESS THAN 1 YEAR              1-3 YEARS
------------------------------------------------------------------------------------------------------------------------------------
  <S>           <C>                        <C>                       <C>                   <C>                      <C>
  Feb-03        Noble Towers               Oakland, CA                 195                 $   --                   $  3,719 (1)
  Aug-03        Oaks of Baytown            Baytown, TX                 248                  1,393 (2)                     --
  Nov-03        Georgia King               Newark, NJ                  422                      5                         --
  Dec-03        Reserve at Thornton        Thornton, CO                216                    690 (2)                     --
                                                              ----------------------------------------------------------------------

TOTAL STANDBY AND FORWARD BRIDGE LOAN COMMITMENTS                    1,081                 $2,088                   $  3,719
                                                              ======================================================================


<CAPTION>


 STANDBY AND FORWARD MEZZANINE LOAN
 COMMITMENTS
 ----------------------------------------

                                                                                               MAXIMUM AMOUNT OF COMMITMENTS
                                                                                   -------------------------------------------------

ISSUE DATE      PROJECT                    LOCATION            NO. OF APT. UNITS       LESS THAN 1 YEAR              1-3 YEARS
------------------------------------------------------------------------------------------------------------------------------------
  <S>           <C>                        <C>                         <C>                 <C>                      <C>
  April-03      Villas at Highpoint        Lewisville, TX              304                 $     --                 $      625
                                                              ----------------------------------------------------------------------

TOTAL STANDBY AND FORWARD MEZZANINE LOAN COMMITMENTS                   304                 $     --                 $      625
                                                              ======================================================================
</TABLE>

                                       19
<PAGE>

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

FORWARD GNMA COMMITMENTS
------------------------

                                                                     MAXIMUM AMOUNT OF COMMITMENTS
                                                           -----------------------------------------------

DATE PURCHASED      PROJECT               LOCATION             LESS THAN 1 YEAR             1-3 YEARS
----------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                    <C>                        <C>
   May-02           Ellington Plaza       Washington, DC         $  6,079 (2)               $     --
                                                           -----------------------------------------------

TOTAL FORWARD GNMA COMMITMENTS                                   $  6,079                         --
                                                           -----------------------------------------------

TOTAL STANDBY AND FORWARD LOAN AND GNMA COMMITMENTS              $  8,167                    $ 4,344
                                                           ===============================================

</TABLE>

(1)  Fundings  will be on an as needed basis to complete  rehabilitation  of the
     property.
(2)  Funding has already begun. Amount represents  remaining commitment expected
     to be funded.


                                       20
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)


Stabilization Loan Guarantees
-----------------------------

During  2002,  the Company  guaranteed  the  following  loans in relation to the
construction of affordable multifamily apartment complexes in various locations.
The  construction  loan guarantees will provide credit support for the following
projects after construction  completion,  through the date on which the borrower
obtains permanent financing.

During October 2002,  the Company  entered into an agreement with Wachovia Bank,
National Association  ("Wachovia") to provide  stabilization  guarantees for new
construction of multifamily  properties  under the Low Income Housing Tax Credit
("LIHTC")  program.  Wachovia  already provides  construction and  stabilization
guarantees  to Fannie Mae, for loans  Wachovia  originates  under the Fannie Mae
LIHTC forward commitment loan program,  but only for loans within regions of the
country  Wachovia has designated to be within its  territory.  For loans outside
Wachovia's territory, the Company has agreed to issue a stabilization guarantee,
for the benefit of Wachovia.  The Company is guarantying  that properties  which
have completed construction will stabilize and the associated construction loans
will convert to permanent Fannie Mae loans. The Company receives origination and
guarantee  fees  from  the  developers  for  providing  the  guarantees.  If the
properties do not stabilize  with enough Net Operating  Income for Fannie Mae to
fully fund its commitment  for a permanent  loan, the Company may be required to
purchase the construction  loan from Wachovia or to fund the difference  between
the construction loan amount and the reduced Fannie Mae permanent loan amount.
<TABLE>
<CAPTION>

                             (Dollars in thousands)

                                                                  MAXIMUM AMOUNT OF
                                                                      GUARANTEE

                                                                                                          LOAN
                                                                                                      ADMINISTRATION
                                                                                                         FEE (1)       STABILIZATION
                                                                               LESS THAN                 (ANNUAL       GUARANTEE FEE
DATE CLOSED   PROJECT                    LOCATION             NO. OF UNITS     1 YEAR     1-3 YEARS    PERCENTAGE)          (2)
------------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                        <C>                      <C>        <C>         <C>              <C>             <C>
Jul-02        Clark's Crossing           Laredo, TX               160        $  4,790    $     --         0.500%          0.625%
Sep-02        Creekside Apts.            Colorado Springs, CO     144           7,500          --         0.375%            --
Oct-02        Village at Meadowbend (3)  Temple, TX               138              --       3,675         0.500%          0.750%
Nov-02        Mapleview Apartments (3)   Saginaw, MI              104              --       3,240         0.625%          0.247%
                                                               ---------------------------------------------------------------------

Total Stabilization Loan Guarantees                               546        $12,290     $  6,915             --              --
                                                               =====================================================================
</TABLE>

(1)  Loan  Administration  Fee is paid on quarterly  basis during the  guarantee
     period.
(2)  Stabilization  Guarantee  Fee is an  up-front  fee - paid  at  closing  and
     amortized over the guarantee period.
(3)  Guarantee was made under  Wachovia  Bank,  National  Association  Guarantee
     Agreement.

For each of these guarantees, and for the guarantees issued under the Fannie Mae
program  discussed in the second paragraph of this Note 11, the Company monitors
the status of the  underlying  properties  and evaluates its exposure  under the
guarantees.  To date,  the Company has  concluded  that no accrual for  probable
losses is required under SFAS 5.

                                       21
<PAGE>


              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2004
                                   (Unaudited)



NOTE 12 - Financial Risk Management and Derivatives

In March 2003, the Company entered into a five-year  interest rate swap in order
to reduce the  Company's  exposure to any  possible  increases  in the  floating
interest  rate on its  Repurchase  Facilities  (Note 7). Under the interest rate
swap  agreement,  the  Company  is  required  to pay  Fleet  National  Bank (the
"Counterparty")  a fixed rate of 3.48% on a notional  amount of $30 million.  In
return,  the  Counterparty  will pay the Company a floating  rate  equivalent to
30-day LIBOR.

The average  30-day LIBOR rate for the three  months  ended March 31, 2004,  was
1.09%. A possible risk of such swap agreements is the possible  inability of the
Counterparty to meet the terms of the contracts with the Company; however, there
is no current indication of such an inability.

The Company  accounts  for this swap under  Statement  of  Financial  Accounting
Standards  No.  133, as amended and  interpreted.  Accordingly,  the Company has
documented  its  established  policy for risk  management and its objectives and
strategies for the use of derivative  instruments  to potentially  mitigate such
risks.  The Company  evaluates  its  interest  rate risk on an ongoing  basis to
determine  whether  or not it would be  advantageous  to engage  in any  further
hedging  transactions.  At inception,  the Company  designated the interest rate
swap as cash flow hedges on the variable  interest payments on its floating rate
financing.  Accordingly,  the  interest  rate swap will be  recorded at the fair
market value at the end of each  accounting  period,  with changes in the market
value being recorded in other comprehensive  income to the extent that the hedge
is effective in achieving  offsetting cash flows.  Amounts  accumulated in other
comprehensive  income  are  reclassified  into  earnings  in the same  period or
periods during which the hedged forecasted  transaction  affects  earnings.  The
Company  assesses,  both at the  inception of the hedge and on an ongoing  basis
whether the swap agreement is highly effective in offsetting changes in the cash
flows of the hedged financing.  Any ineffectiveness in the hedging  relationship
is immediately recorded in earnings.  The Company's assessment is that this swap
will be highly effective.

At March 31, 2004,  this interest  rate swap was recorded as a liability  with a
fair  market  value  of  approximately  $871,248,   included  in  interest  rate
derivatives on the consolidated balance sheet.


NOTE 13 - Subsequent Events

During April 2004,  the  Alexandrine  first  mortgage was paid down. The Company
received total proceeds of $342,000.

During April 2004,  the Company  repaid the  outstanding  balance of the Del Mar
Villas loan from Fleet in the approximate amount of $4.6 million.

In May 2004, a distribution of $3,335,272, ($0.40 per share), which was declared
in March 2004,  will be paid to  shareholders  for the  quarter  ended March 31,
2004.

                                       22
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Overview
--------

The  Company is a real  estate  investment  trust  specializing  in  multifamily
housing finance.  The Company  originates and acquires  mezzanine loans,  bridge
loans, and  government-insured  first mortgages  secured by multifamily  housing
properties  throughout  the United  States.  The Company  seeks to increase  the
return on its asset base by investing in higher  yielding assets while balancing
risk by  maintaining  a portion  of its  investments  in  government-insured  or
agency-guaranteed loans.

The Company  primarily  generates revenue from the collection of interest income
from mezzanine loans, bridge loans, and debt securities.  The Company also earns
fees on standby loan commitments and stabilization guarantees that it makes.

The Company is managed by an affiliate of CharterMac,  which  provides  services
including, among other things, acquisition,  financial, accounting, tax, capital
markets, asset monitoring,  portfolio management, investor relations, and public
relation services.  A significant amount of the expenditures made by the Company
are in the form of fees paid to the Advisor  for these  services  rendered.  The
Company also incurs costs relating to interest expense on debt.

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

2003 was a  challenging  year for the  Company as several of its loans went into
default and the Company took  aggressive  steps to protect its  investments.  In
certain  instances  this  required the Company to invest  additional  capital to
acquire senior  mortgage  positions and  subsequently  foreclose its position to
acquire the real estate securing the loans. The Company believes that to date it
has been  successful in protecting its investments and over time it will recover
all its invested capital.

As a result of the  foreclosures,  the Company now has a  significant  amount of
real estate owned on its balance sheet. The Company has been focused on, and has
achieved, in some cases,  increasing the occupancy level and operating income of
the properties to projected  stabilization  levels.  During the first quarter of
2004, the Company has experienced increasing yields on several of its foreclosed
assets. As property level operations continue to improve,  the Company will seek
to sell or refinance the properties with third parties such that the Company can
redeploy the capital invested in higher yielding investments.

Interest income from debt securities  increased  approximately  $465,000 for the
three  months  ended March 31, 2004 as  compared  to 2003  primarily  due to the
purchase of fifteen  FNMA DUS  certificates  during 2003 at an average  interest
rate yield of 5.49%.

Interest  income from mortgage loans  decreased  approximately  $989,000 for the
three  months  ended March 31, 2004 as  compared  to 2003  primarily  due to the
receipt of additional  interest and  prepayment  penalties from the repayment of
the Stonybrook II first mortgage and mezzanine loan in 2003.

Interest income from notes receivable decreased  approximately  $251,000 for the
three  months  ended March 31, 2004 as  compared  to 2003  primarily  due to the
default of required debt service  payments  from Concord at Gessner,  Concord at
Little York and Concord at Gulfgate notes.

Interest  income  from  revenue  bonds in the  approximate  amount of  $168,000,
relating to the  purchase of nine taxable  revenue  bonds in October  2003,  was
recorded for three months ended March 31, 2004.  The nine taxable  revenue bonds
carry a weighted average interest rate of 8.69%.

Rental income of approximately  $263,000 was recorded for the three months ended
March 31, 2004 due to the  reclassification  of Plaza San Jacinto as real estate
owned - held and used.

Other income increased approximately $1,101,000 for the three months ended March
31, 2004 as compared to 2003 due to the increase in net operating  income picked
up from the operations of foreclosed properties.

Interest  expense  increased  approximately  $485,000 for the three months ended
March 31, 2004 as compared to 2003 due to the increased  borrowings on the Fleet
Warehouse Facility  (approximately  $202,000),  additional  borrowings under the
repurchase facilities  (approximately  $112,000),  as well as the addition of an
interest rate swap agreement  (approximately  $172,000), put into place in April
2003 to mitigate the impact of interest rate  fluctuations on the Company's cash
flows and earnings.

                                       23
<PAGE>


Property operations of approximately $239,000 were recorded for the three months
ended  March 31, 2004 due to the  reclassification  of Plaza San Jacinto as real
estate owned - held and used.

Depreciation expense of approximately $249,000 was recorded for the three months
ended  March  31,  2004  relating  to the  reclassification  of the Plaza at San
Jacinto  property from real estate-held for sale to real estate owned - held and
used.  Depreciation  was captured for the first  quarter of 2004, as well as for
the full year that the property was classified as held for sale.

A loss on the  repayment  of debt  securities  in the  amount  of  approximately
$391,000 was recorded for the three months ended March 31, 2003, relating to the
write-off of a purchase premium due to the repayment of one GNMA certificate.

Funds from Operations
---------------------

Funds  from  operations  ("FFO"),  represents  net income or loss  (computed  in
accordance with GAAP), excluding gains (or losses) from sales of property,  plus
depreciation   and   amortization   and  including  funds  from  operations  for
unconsolidated joint ventures calculated on the same basis. FFO is calculated in
accordance  with the  National  Association  of Real  Estate  Investment  Trusts
("NAREIT")  definition.  FFO does not represent  cash  generated  from operating
activities  in  accordance  with GAAP,  which is disclosed  in the  consolidated
statements of cash flows included in the consolidated  financial  statements for
the applicable periods,  and is not necessarily  indicative of cash available to
fund cash needs.  There are no material legal or functional  restrictions on the
use of FFO. FFO should not be considered as an  alternative  to net income as an
indicator of the Company's  operating  performance  or as an alternative to cash
flows as a measure of liquidity. Management considers FFO a supplemental measure
of operating  performance,  and, along with cash flow from operating activities,
financing activities,  and investing  activities,  it provides investors with an
indication of the ability of the Company to incur and service debt, make capital
expenditures, and to fund other cash needs.

FFO, as  calculated  in  accordance  with the NAREIT  definition,  for the three
months ended March 31, 2004 is summarized in the following table:
<TABLE>
<CAPTION>

                                                         Three Months Ended
       (Dollars in thousands)                              March 31, 2004
                                                         ------------------
        <S>                                                 <C>
        Net income                                          $     3,325

        Add back: depreciation of real property                     249
                                                            -----------

        FFO                                                 $     3,574
                                                            ===========

        Cash flows from:
          Operating activities                              $     3,123
                                                            ===========
          Investing activities                              $    12,685
                                                            ===========
          Financing activities                              $    (6,975)
                                                            ===========

        Weighted average shares outstanding:
          Basic                                               8,338,180
                                                            ===========
          Diluted                                             8,362,247
                                                            ===========
</TABLE>

During  the  three  months  ended  March  31,  2003,  the  Company  did not take
depreciation  expense on any of its real estate  owned.  Therefore,  FFO for the
three  months  ended  March 31, 2003 would be  equivalent  to net income for the
period.

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

At March 31, 2004, the Company had total assets of approximately $323.1 million.
At March 31, 2004,  the Company owned  approximately  $157.3 million in GNMA and
FNMA certificates,  or representing approximately 48.7% of the Company's assets.
The  Company  generally  seeks to maintain  at least 40% of its  investments  in
government-insured or guaranteed investments.

At March 31, 2004,  the Company owned  approximately  $11.2 million in mezzanine
loans,  approximately  $2.7 million in mortgage loans, and  approximately  $33.4



                                       24
<PAGE>


million in total  bridge loans  (approximately  $26.4  million in  floating-rate
bridge loans and  approximately  $7.0 million in fixed-rate bridge loans) funded
in connection with the development of multifamily  properties.  The Company also
owned  approximately $77.6 million in real estate that was foreclosed upon, $7.6
million  in taxable  revenue  bonds and an  indirect  investment  in  commercial
mortgage backed securities  through the Company's $20.2 million preferred equity
interest in ARCap.

During  the  three  months  ended  March  31,  2004,  cash and cash  equivalents
increased approximately $8,833,000 primarily due to principal repayments of debt
securities  of  $14,742,000,  proceeds  from  repurchase  facilities  payable of
$6,060,000 and repayment of notes receivable of $2,703,000,  offset by repayment
of repurchase facilities payable of $9,795,000 and investment in debt securities
of $4,199,000.

The Company finances the acquisition of its assets primarily  through  borrowing
at  short-term  rates  using  demand  repurchase  agreements  and  the  mortgage
warehouse line of credit (see below). Under the Company's  declaration of trust,
the Company may incur permanent  indebtedness of up to 50% of total market value
calculated at the time the debt is incurred.  Permanent indebtedness and working
capital  indebtedness  may not, in the  aggregate,  exceed 100% of the Company's
total market value.

On April 23, 2003, the Company  completed a public offering of 1,955,000  common
shares  at  a  price  of  $15.00  per  share,  resulting  in  proceeds,  net  of
underwriters  discount and expenses,  of  approximately  $27.5 million.  The net
proceeds from the public offering were used to fund investments.

The Company has the capacity to raise an additional  approximate  amount of $170
million  in  either  common  or  preferred   shares   remaining  under  a  shelf
registration  statement filed with the Securities and Exchange Commission during
2002. If market  conditions  warrant,  the Company may seek to raise  additional
funds up to this amount for investment  through further common and/or  preferred
offerings in the future, although the timing and amount of such offerings cannot
be determined at this time.

The Company had a repurchase facility with Nomura Securities  International Inc.
("Nomura").  In January  2004,  Nomura  notified the Company that it intended to
terminate  the  repurchase  facility.  In February  2004,  the Company  executed
repurchase  agreements  with  Greenwich  Capital,  Bear  Stearns and RBC Capital
Markets ("the Counterparties"), and in the first week of March 2004, the Company
executed multiple transactions whereby the repurchase  transactions  outstanding
with  Nomura  were paid off from the funds of three  new  transactions  with the
Counterparties.

The terms of the Nomura facility  allowed the Company to borrow up to 97% of the
fair  market  value  of GNMA and FNMA  DUS  certificates  owned by the  Company.
Interest on  borrowings  were at a 30-day  LIBOR plus 0.02%.  As of December 31,
2003,  the amounts  outstanding  under this  facility were $149.5  million,  and
weighted  average  interest  rates were 1.56%.  Deferred  costs relating to this
facility have been fully amortized.

The  terms of the  Greenwich  Capital,  Bear  Stearns  and RBC  Capital  Markets
repurchase agreements offer advance rates between 94% and 97% of the fair market
value of GNMA and FNMA DUS certificates,  determined by the  Counterparties  and
borrowing  rates between 30-day LIBOR minus 3 basis points and 30-day LIBOR plus
10 basis points,  which may change at the discretion of the Counterparties.  The
borrowings are subject to 30-day settlement terms. As of March 31, 2004, amounts
outstanding  under these  repurchase  facilities  were  $18.8,  $19.1 and $107.9
million,   respectively,   at  interest   rates  of  1.07%,   1.10%  and  1.20%,
respectively.

Of the Company's  portfolio of debt securities,  eight are in an unrealized loss
position,  totaling  approximately  $693,000,  at March 31,  2004.  All of these
securities  have been in an  unrealized  position for less than one year.  These
unrealized  losses are as a result of increases in interest rates  subsequent to
the acquisition of these  securities.  All of the debt securities are performing
according  to their terms.  Accordingly,  the Company has  concluded  that these
impairments are only temporary.

In October  2002,  the Company  entered into the Fleet  Warehouse  Facility with
Fleet  National Bank in the amount of $40 million.  Advances under the warehouse
facility,  up to 83% of the  total  loan  package,  will be  used to fund  notes
receivable,   which   the   Company   will  make  to  its   customers   for  the
acquisition/refinancing  and  minor  renovation  of  existing,   lender-approved
multifamily  properties located in stable  sub-markets.  The warehouse facility,
which  matures  April 2006,  bears an interest  rate of 30-, 60-, 90- or 180-day
LIBOR + 200 basis points,  at the discretion of the Company,  payable monthly on
advances.  Principal  is due  upon  the  earlier  of  refinance  or  sale of the
underlying  property  or upon  maturity.  The  Company  pays a fee of 12.5 basis
points,  paid  quarterly,  on any unused  portion of the facility.  From time to
time,  the Company will use this  facility to finance real estate  owned.  As of
March 31, 2004 and  December  31,  2003,  the Company  had  approximately  $35.0


                                       25
<PAGE>


million  and  $34.9  million,  respectively,  in loans  outstanding  under  this
program.  As of April 2004, the Company's  borrowing  period under this facility
has expired.

In order to qualify as a REIT under the Code,  as  amended,  the  Company  must,
among other things,  distribute at least 90% of its taxable income.  The Company
believes that it is in compliance with the REIT-related provisions of the Code.

The Company expects that cash generated from the Company's investments,  as well
as cash generated from additional borrowings from the new repurchase facilities,
will meet its needs for  short-term  liquidity and will be sufficient to pay all
of the  Company's  expenses and to make  distributions  to its  shareholders  in
amounts  sufficient  to retain  the  Company's  REIT  status in the  foreseeable
future.

In May 2004, a distribution of $3,335,272  ($.40 per share),  which was declared
in March 2004, will be paid to the  shareholders for the quarter ended March 31,
2004.

For a summary of the Company's  commitments and contingencies at March 31, 2004,
see Note 11 to the consolidated financial statements.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed  that  will or are  likely to impact
liquidity in a material way.

Distributions
-------------

Of the total  distributions  of $3,335,272  and  $2,545,452 for the three months
ended March 31, 2004 and 2003, respectively, $10,803 (.32%) represented a return
of capital for the three  months ended March 31, 2004 and there was no return of
capital for the three months ended March 31, 2003  determined in accordance with
GAAP. As of March 31, 2004, the aggregate amount of the distributions made since
the  commencement  of the  initial  public  offering  representing  a return  of
capital,  in  accordance  with GAAP,  totaling  $15,148,583.  The portion of the
distributions  which constituted a return of capital was significant  during the
initial   acquisition  stage  in  order  to  maintain  level   distributions  to
shareholders.

Critical Accounting Policies
----------------------------

The Company's  critical  accounting  policies are described in its Form 10-K for
the year ended December 31, 2003.  These critical  accounting  policies have not
changed during 2004, but the Company has entered into certain transactions which
involve  new  critical   accounting  policies  as  described  in  the  following
paragraphs.

The Company has  reclassified  one of its  properties out of real estate owned -
held for  sale to real  estate  owned - held  and used due to the fact  that the
Company is currently  focused on increasing  the occupancy and operating  income
generated  from the  property  prior to marketing  the  property for sale.  As a
result, the Company has begun depreciating the property,  as well as catching up
with depreciation for the period that it was classified as held for sale.

It is the Company's  policy to reclassify  any held for sale property  after one
year of attempting to market the property for sale.  Depreciation  will be taken
for the full  year that the  property  was  classified  as held for sale and any
current period going forward until the asset is sold.  Buildings are depreciated
on a straightline  basis over their estimated useful lives,  generally 40 years.
Any furniture and fixtures are depreciated using a 7 year useful life.

Off-Balance Sheet Arrangements
------------------------------
The Company has no  unconsolidated  subsidiaries,  special  purpose  off-balance
sheet financing entities, or other off-balance sheet arrangements.


                                       26
<PAGE>

Contractual Obligations
-----------------------

In conducting business, the Company enters into various contractual obligations.
Detail of these obligations, including expected settlement periods, is contained
below.
<TABLE>
<CAPTION>

                             Payments Due by Period
                             (Dollars in thousands)

                                             Less than                               More than
                                   Total       1 Year    1 - 3 Years   3 - 5 Years    5 Years
                                  --------   ---------   -----------   -----------   ----------
<S>                               <C>         <C>         <C>           <C>           <C>
 Debt:
  Lines of credit:
   Repurchase facilities          $145,794    $145,794    $     --       $    --      $     --
   Fleet warehouse facility         35,030      23,853      11,177            --            --
   Mortgage loan                    15,993          --          --            --        15,993
Contingent Liabilities:
   Standby and forward bridge
    loan commitments                 5,807       2,088       3,719            --            --
   Standby and forward mezza-
    nine loan commitments              625          --         625            --            --
   Forward GNMA commit-
    ments                            6,079       6,079          --            --            --
   Stabilization loan guarantees    19,205      12,290       6,915            --            --
                                  --------    --------    --------       -------      --------
Total                             $228,533    $190,104    $ 22,436       $    --      $ 15,993
                                  ========    ========    ========       =======      ========
</TABLE>

(1)  Represents  contractual  maturity  of mortgage  loan on real estate  owned.
     However, it is the Company's intention to find a buyer who will assume this
     obligation in the near term.


Forward-Looking Statements
--------------------------

Certain   statements  made  in  this  report  may  constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Such forward-looking  statements include statements regarding the intent, belief
or current  expectations of the Company and its management and involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include, among other things, the
following:  general  economic and business  conditions,  which will, among other
things,  affect the availability and  creditworthiness  of prospective  tenants,
lease rents and the terms and availability of financing;  adverse changes in the
real estate  markets  including,  among  other  things,  competition  with other
companies;  risks  of real  estate  development  and  acquisition;  governmental
actions  and  initiatives;  and  environment/safety  requirements.  Readers  are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.

Inflation
---------

Inflation  did not have a  material  effect  on the  Company's  results  for the
periods presented.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss  resulting  from changes in interest  rates,
foreign currency exchange rates, commodity prices and equity prices. The primary
market risk to which the  investments of the Company is exposed is interest rate
risk, which is highly sensitive to many factors, including governmental monetary
and  tax   policies,   domestic  and   international   economic  and   political
considerations and other factors beyond the control of the Company.

INTEREST RATE RISK

Interest rate  fluctuations  can adversely affect the Company's income and value
of its common shares in many ways and present a variety of risks,  including the
risk of mismatch between asset yields and borrowing rates.

The Company's operating results will depend in large part on differences between
the income from its assets (net of credit losses) and its borrowing costs.  Most
of the Company's  assets generate fixed returns and have terms in excess of five
years.  The Company  funds the  origination  and  acquisition  of a  significant
portion of these assets with  borrowings  which have  interest  rates that reset
relatively rapidly, such as monthly or quarterly. In most cases, the income from
assets will respond more slowly to interest rate  fluctuations  than the cost of

                                       27
<PAGE>

borrowings,  creating a mismatch  between  asset  yields  and  borrowing  rates.
Consequently, changes in interest rates, particularly short-term interest rates,
may influence the Company's net income. The Company bears interest at rates that
fluctuate with LIBOR.

Various  financial  vehicles  exist  which  would allow  Company  management  to
mitigate the impact of interest rate  fluctuations  on the Company's  cash flows
and earnings. During March 2003, upon management's analysis of the interest rate
environment and the costs and risks of such strategies, the Company entered into
an  interest  rate  swap in order to hedge  against  increases  in the  floating
interest  rate on its  Repurchase  Facilities.  On March 25,  2003,  the Company
entered into a five-year  interest rate swap  agreement with Fleet National Bank
("Fleet")  whereby  the  Company  has  agreed  to pay  Fleet a fixed  3.48% on a
notional amount of $30 million. In return, Fleet will pay the Company a floating
rate  equivalent  to the 30-day  LIBOR rate on the same  notional  amount.  This
effectively  fixes $30 million of the  Company's  secured  borrowings  at 3.48%,
protecting the Company in the event the 30-day LIBOR rate rises. A possible risk
of such swap agreements is the possible  inability of Fleet to meet the terms of
the contracts with the Company;  however, there is no current indication of such
an inability.

Based on the $150.8  million  unhedged  portion of $180.8  million of borrowings
outstanding under these facilities at March 31, 2004, a 1% change in LIBOR would
impact the  Company's  annual net  income and cash flows by  approximately  $1.5
million.  However,  due to the fact that the interest  income from loans made by
the Company  under the Fleet  Warehouse  Facility are also based on LIBOR,  a 1%
increase in LIBOR would increase the Company's  annual net income and cash flows
from  such  loans by  approximately  $210,000.  Increases  in these  rates  will
decrease the net income and market value of the Company's  net assets.  Interest
rate  fluctuations  that result in interest  expense  exceeding  interest income
would result in operating losses.

The  value of the  Company's  assets  may be  affected  by  prepayment  rates on
investments.  Prepayment  rates are  influenced  by changes in current  interest
rates  and a variety  of  economic,  geographic  and other  factors  beyond  the
Company's control,  and consequently,  such prepayment rates cannot be predicted
with certainty. When the Company originates mortgage loans, it expects that such
mortgage loans will have a measure of protection  from prepayment in the form of
prepayment lock-out periods or prepayment  penalties.  However,  such protection
may not be available with respect to investments which the Company acquires, but
does not originate. In periods of declining mortgage interest rates, prepayments
on mortgages generally increase.  If general interest rates decline as well, the
proceeds  of such  prepayments  received  during  such  periods are likely to be
reinvested  by the  Company  in  assets  yielding  less  than the  yields on the
investments  that were  prepaid.  In  addition,  the  market  value of  mortgage
investments may, because of the risk of prepayment,  benefit less from declining
interest rates than from other fixed-income securities.  Conversely,  in periods
of rising interest rates,  prepayments on mortgages generally decrease, in which
case the Company would not have the prepayment  proceeds  available to invest in
assets with higher yields.  Under certain interest rate and prepayment scenarios
the  Company  may fail to  recoup  fully  its  cost of  acquisition  of  certain
investments.

REAL ESTATE RISK

Multifamily and commercial property values and net operating income derived from
such  properties  are subject to volatility  and may be affected  adversely by a
number of factors,  including, but not limited to, national,  regional and local
economic  conditions (which may be adversely  affected by industry slowdowns and
other factors);  local real estate conditions (such as an oversupply of housing,
retail,  industrial,  office or other  commercial  space);  changes or continued
weakness in specific industry segments;  construction  quality,  age and design;
demographic  factors;  retroactive  changes to  building or similar  codes;  and
increases  in  operating  expenses  (such as  energy  costs).  In the  event net
operating income decreases,  a borrower may have difficulty paying the Company's
mortgage  loan,  which  could  result  in losses to the  Company.  In  addition,
decreases  in  property  values  reduce  the  value  of the  collateral  and the
potential  proceeds  available  to a borrower  to repay the  Company's  mortgage
loans, which could also cause the Company to suffer losses.

RISK IN OWNING SUBORDINATED INTERESTS

The Company has invested  indirectly in subordinated  CMBS through its ownership
of a $20.2 million preferred membership interest in ARCap.  Subordinated CMBS of
the type in which ARCap invests  include "first loss" and  non-investment  grade
subordinated interests. A first loss security is the most subordinate class in a
structure  and  accordingly  is the  first to bear the loss  upon a  default  on
restructuring  or  liquidation  of the  underlying  collateral  and the  last to
receive  payment of interest and principal.  Such classes are subject to special
risks, including a greater risk of loss of principal and non-payment of interest
than more senior, rated classes. The market values of subordinated  interests in
CMBS and other  subordinated  securities tend to be more sensitive to changes in

                                       28
<PAGE>

economic  conditions than more senior,  rated classes.  As a result of these and
other factors,  subordinated interests generally are not actively traded and may
not provide holders with liquidity of investment.  With respect to the Company's
investment in ARCap, the ability to transfer the membership interest in ARCap is
further limited by the terms of ARCap's operating agreement.

PARTICIPATING INTEREST

In connection with the  acquisition  and  origination of mortgages,  the Company
has, on occasion,  obtained and may continue to obtain  participating  interests
that may entitle it to payments based upon a development's cash flow, profits or
any  increase  in the value of the  development  that would be  realized  upon a
refinancing or sale of the development.  Competition for participating interests
is dependent to a large degree upon market conditions.  Participating  interests
are more difficult to obtain when mortgage  financing is available at relatively
low interest rates. In the current  interest rate  environment,  the Company may
have  greater  difficulty  obtaining   participating   interest.   Participating
interests are not government  insured or guaranteed and are therefore subject to
the general risks inherent in real estate  investments.  Therefore,  even if the
Company is  successful  in investing in mortgage  investments  which provide for
participating  interests,  there can be no assurance  that such  interests  will
result in additional payments.

REPURCHASE FACILITIES COLLATERAL RISK

Repurchase  agreements  involve the risk that the market value of the securities
sold by the Company  may  decline and that the Company  will be required to post
additional collateral,  reduce the amount borrowed or suffer forced sales of the
collateral. If forced sales were made at prices lower than the carrying value of
the collateral,  the Company would experience  additional losses. If the Company
is  forced  to  liquidate  these  assets  to repay  borrowings,  there can be no
assurance  that the Company  will be able to maintain  compliance  with the REIT
asset and source of income requirements.

BRIDGE AND MEZZANINE LOAN RISK

The Company has  originated  and  expects to  continue to  originate  bridge and
mezzanine  loans.  These types of  mortgage  loans are  considered  to involve a
higher  degree  of risk  than  long-term  senior  mortgage  lending  secured  by
income-producing  real property due to a variety of factors,  including the loan
becoming  unsecured as a result of foreclosure by the senior lender. The Company
may not recover some or all of its investment in such loans. In addition, bridge
loans and mezzanine loans may have higher loan to value ratios than conventional
mortgage loans  resulting in less equity in the property and increasing the risk
of loss of principal.

ITEM 4.  CONTROLS AND PROCEDURES

(a)  EVALUATION  OF DISCLOSURE  CONTROLS AND  PROCEDURES.  The  Company's  Chief
     Executive   Officer  and  Chief   Financial   Officer  have  evaluated  the
     effectiveness of the Company's  disclosure controls and procedures (as such
     term is  defined  in Rule  13a-15(e)  and  15d-15(e)  under the  Securities
     Exchange Act of 1934, as amended (the  "Exchange  Act")),  as of the end of
     the period covered by this report. Based on such evaluation,  such officers
     have concluded that, as of the end of such period, the Company's disclosure
     controls and procedures are effective.

(b)  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING.  There  have  not  been  any
     significant  changes  in the  Company's  internal  control  over  financial
     reporting  during the fiscal quarter to which this report relates that have
     materially  affected,  or are reasonably likely to materially  affect,  the
     Company's internal control over financial reporting.


                                       29
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         On October  27,  2003,  prior to taking  possession  of the real estate
         collateral  supporting  the Gulfgate  loan,  the Company was named in a
         lawsuit,  Concord  Gulfgate,  Ltd. vs. Robert Parker,  Sunrise  Housing
         Ltd., and American Mortgage Acceptance Company, Cause No. 2003-59290 in
         the State  District  Court of Harris  County,  Texas.  The suit claims,
         among other causes of action  against the respective  defendants,  that
         the Company  conducted  wrongful  foreclosure in that the Guarantor did
         not derive any  benefit  from the  Company's  loan and that the limited
         partners of the Guarantor did not authorize the loan  transaction.  The
         suit seeks, among other relief, actual,  consequential,  exemplary, and
         punitive  damages,  a declaration  that the loan made by the Company is
         unenforceable,  and that the Company was  involved in a  conspiracy  to
         defraud the Guarantor. The suit is currently in the discovery phase.

         Subsequently,  the Company has filed a countersuit  against the limited
         partners seeking to recover unpaid taxes and  misappropriated  property
         receipts.  The Company is currently  unable to  determine  the possible
         outcome of the litigation.

ITEM 2.  CHANGES  IN  SECURITIES,  USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY
         SECURITIES - None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS - None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5.  OTHER INFORMATION

         Stuart A. Rothstein  resigned  his position as Chief Financial  Officer
         ("CFO") of  the Company  effective  March 31, 2004,  in order to pursue
         other  endeavors.  Alan P. Hirmes,  the Executive Vice President of the
         Company, replaced Mr. Rothstein as the new CFO.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits

         10(c) Third  Amendment  to  Amended  and  Restated   Advisory  Services
               Agreement  between Related AMI  Associates,  Inc. and the Company
               dated November 12, 2003.

         31.1  Chief Executive Officer certification pursuant to Section  302 of
               the Sarbanes-Oxley Act of 2002.

         31.2  Chief Financial Officer certification pursuant to Section  302 of
               the Sarbanes-Oxley Act of 2002.


         32.1  Chief  Executive  Officer  certification  pursuant  to 18  U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

         32.2  Chief  Financial  Officer  certification  pursuant  to 18  U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

         Reports on Form 8-K

         The  following  8-K reports  were filed or  furnished,  as noted in the
         applicable Form 8-K, for the quarter ended March 31, 2004.

         Current  report on form 8-K,  filed on March 3, 2004,  relating  to the
         press  release  regarding  the  Company's  fourth  quarter and year end
         results for 2003.



                                       30
<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 ACCEPTANCE COMPANY
                                  (Registrant)


Date: May 10, 2004               By:  /s/ Stuart J. Boesky
                                      --------------------
                                      Stuart J. Boesky
                                      Trustee, Chairman of the Board,
                                      President and Chief Executive Officer


Date: May 10, 2004               By:  /s/ Alan P. Hirmes
                                      ------------------
                                      Alan P. Hirmes
                                      Trustee, Chief Operating Officer and
                                      Chief Financial Officer



<PAGE>
                                                                    Exhibit 31.1

                                  CERTIFICATION


I, Stuart J. Boesky, hereby certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending March 31, 2004 of American Mortgage Acceptance Company;

     2.  Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary  in  order  to make  the  statements  made,  in  light of the
         circumstances  under which such  statements  were made,  not misleading
         with respect to the period covered by this quarterly report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

     4.  The registrant's  other  certifying  officers and I are responsible for
         establishing  and maintaining  disclosure  controls and  procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and we have:

         a) designed  such  disclosure  controls  and  procedures  to ensure the
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures as of March 31, 2004 (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of   registrant's   board  of  directors  or  persons
         performing the equivalent functions:

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

     6.  The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  May 10, 2004                                 By:  /s/ Stuart J. Boesky
       ------------                                      --------------------
                                                         Stuart J. Boesky
                                                         Chief Executive Officer


<PAGE>

                                                                    Exhibit 31.2

                                  CERTIFICATION


I, Alan P. Hirmes, hereby certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending March 31, 2004 of American Mortgage Acceptance Company;

     2.  Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary  in  order  to make  the  statements  made,  in  light of the
         circumstances  under which such  statements  were made,  not misleading
         with respect to the period covered by this quarterly report;

     3.  Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

     4.  The registrant's  other  certifying  officers and I are responsible for
         establishing  and maintaining  disclosure  controls and  procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and we have:

         a) designed  such  disclosure  controls  and  procedures  to ensure the
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures as of March 31, 2004 (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of   registrant's   board  of  directors  or  persons
         performing the equivalent functions:

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

     6.  The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  May 10, 2004                                 By:  /s/ Alan P. Hirmes
       ------------                                      ------------------
                                                         Alan P. Hirmes
                                                         Chief Financial Officer



<PAGE>


                                                                    Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of American Mortgage  Acceptance Company
(the  "Company") on Form 10-Q for the period ending March 31, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Stuart J. Boesky, Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:


       (1) The Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


       (2) The  information  contained  in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


By:  /s/ Stuart J. Boesky
     --------------------
     Stuart J. Boesky
     Chief Executive Officer
     May 10, 2004

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.



<PAGE>


                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of American Mortgage  Acceptance Company
(the  "Company") on Form 10-Q for the period ending March 31, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Alan P. Hirmes, Chief Financial Officer of the Company,  certify, pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


       (1) The Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


       (2) The  information  contained  in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Financial Officer
     May 10, 2004

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.