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, 2005


                                       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)                              Identification No.)

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


Registrant's telephone number, including area code (212) 317-5700


       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
                                        -----  -----


As of April 29, 2005,  8,336,803 shares of the Registrant's shares of beneficial
interest, $0.10 par value, were outstanding.


<PAGE>



                                TABLE OF CONTENTS

                      AMERICAN MORTGAGE ACCEPTANCE COMPANY

                                    FORM 10-Q


<TABLE>
<CAPTION>

                                                                                               PAGE
<S>           <C>          <C>                                                                   <C>
PART I
              Item 1.      Financial Statements                                                   3
              Item 2.      Management's Discussion and Analysis of Financial Condition and
                               Results of Operations                                             14
              Item 3.      Quantitative and Qualitative Disclosures about Market Risk            20
              Item 4.      Controls and Procedures                                               21

PART II
              Item 1.      Legal Proceedings                                                     22
              Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds           22
              Item 3.      Defaults Upon Senior Securities                                       22
              Item 4.      Submission of Matters to a Vote of Security Holders                   22
              Item 5.      Other Information                                                     22
              Item 6.      Exhibits                                                              22

SIGNATURES                                                                                       23

</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                 March 31,      December 31,
                                                                                   2005            2004
                                                                                -----------     -----------
                                                                                (Unaudited)
<S>                                                                              <C>             <C>
Investments in debt securities                                                   $ 223,429       $ 194,587
Investments in mortgage loans, net                                                  21,395          21,376
Notes receivable, net                                                               16,584          23,111
Investments in revenue bonds                                                         6,604           6,672
Investment in ARCap                                                                 20,240          20,240
Real Estate Owned - Held and Used, net                                              51,869          60,211
Real Estate Owned - Held for Sale                                                   19,122          17,924
Cash and cash equivalents                                                           10,128           2,674
Other assets                                                                         3,938           2,238
                                                                                 ---------       ---------


Total assets                                                                     $ 373,309       $ 349,033
                                                                                 =========       =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Repurchase facilities payable                                                  $ 178,325       $ 157,633
  Warehouse facility payable                                                         4,070           3,827
  Line of credit - due to related party                                                 --           4,600
  Mortgages payable on real estate owned                                            40,875          56,993
  Preferred shares of subsidiary (subject to mandatory repurchase)                  25,000              --
  Accounts payable and accrued expenses                                              1,319           1,344
  Due to Advisor and affiliates                                                      1,651             770
  Distributions payable                                                              3,334           3,334
                                                                                 ---------       ---------

Total liabilities                                                                  254,574         228,501
                                                                                 ---------       ---------

Commitments and contingencies

Shareholders' equity:
  Shares of beneficial interest; $.10 par value; 25,000 shares authorized;
   8,718 issued and 8,337 outstanding in 2005 and 8,716 issued and 8,337
   outstanding in 2004                                                                 871             871
  Treasury shares of beneficial interest at par; 381 shares in 2005 and 379
   shares in 2004                                                                      (38)            (38)
  Additional paid-in capital                                                       126,748         126,800
  Share based compensation                                                              (6)            (16)
  Distributions in excess of net income                                            (17,711)        (17,202)
  Accumulated other comprehensive income                                             8,871          10,117
                                                                                 ---------       ---------

Total shareholders' equity                                                         118,735         120,532
                                                                                 ---------       ---------

Total liabilities and shareholders' equity                                       $ 373,309       $ 349,033
                                                                                 =========       =========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                     (In thousands except per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                         ------------------
                                                                          2005        2004
                                                                         ------      ------
<S>                                                                      <C>         <C>
Revenues:
   Interest income:
     Debt securities                                                     $3,032      $2,337
     Mortgage loans                                                         615         418
     Notes receivable                                                       479         667
     Revenue bonds                                                          147         168
     Temporary investments                                                   17          12
   Rental income                                                          1,806         263
   Other revenues                                                           158          13
                                                                         ------      ------

Total revenues                                                            6,254       3,878
                                                                         ------      ------

Expenses:
   Interest                                                               1,182         892
   Interest - distributions to preferred shareholders of subsidiary
     (subject to mandatory repurchase)                                       68          --
   General and administrative                                               437         256
   Fees to Advisor                                                          694         482
   Property operations                                                    1,393         251
   Depreciation                                                             366         249
   Amortization and other                                                   133         139
                                                                         ------      ------

Total expenses                                                            4,273       2,269
                                                                         ------      ------

Other income:
   Equity in earnings of ARCap                                              600         600
   Income from Real Estate Owned - Held for Sale                            246       1,116
                                                                         ------      ------

   Total other income                                                       846       1,716
                                                                         ------      ------

   Net income                                                            $2,827      $3,325
                                                                         ======      ======


   Net income per share (basic and diluted)                              $ 0.34      $ 0.40

                                                                         ======      ======


   Dividends per share                                                   $ 0.40      $ 0.40

                                                                         ======      ======

   Weighted average shares outstanding:
     Basic                                                                8,337       8,338
                                                                         ======      ======
     Diluted                                                              8,344       8,362
                                                                         ======      ======

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                              -----------------------
                                                                                2005           2004
                                                                              --------       --------
<S>                                                                           <C>            <C>
Cash flows from operating activities:
     Net income                                                               $  2,827       $  3,325
Adjustments to reconcile net income to net cash provided by operating
   activities:
       Depreciation expense                                                        366            249
       Amortization and accretion                                                   79             21
       Changes in operating assets and liabilities:
       Accrued interest receivable                                                (264)           560
       Other assets                                                               (203)           (70)
       Due to Advisor and affiliates                                               882             52
       Accounts payable and accrued expenses                                        77           (465)
       Accrued interest payable                                                   (103)          (549)
                                                                              --------       --------

     Net cash provided by operating activities                                   3,661          3,123
                                                                              --------       --------

Cash flows from investing activities:
     Investment in debt securities                                             (36,574)        (4,199)
     Principal repayments of debt securities                                     5,910         14,742
     Purchase of mortgage on real estate owned                                 (17,150)            --
     Proceeds from sale of real estate owned                                     7,474             --
     Repayment of notes receivable                                               6,829          2,703
     Funding of notes receivable                                                  (294)           (95)
     Paydown on property classified as real estate owned - held and used           480             --
     Additions to real estate owned                                               (103)          (468)
     Principal repayments on revenue bonds                                          51             17
     Funding of mortgage loans                                                      --            (94)
     Repayment of mortgage loans                                                    --             79
                                                                              --------       --------


Net cash (used in) provided by investing activities                            (33,377)        12,685
                                                                              --------       --------


</TABLE>

                                    continued
                                       5
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                              -----------------------
                                                                2005           2004
                                                              --------       --------
<S>                                                           <C>            <C>
Cash flows from financing activities:
     Proceeds from repurchase facilities                        40,402          6,060
     Repayments of repurchase facilities                       (19,710)        (9,795)
     Proceeds from warehouse facility                              243             95
     Proceeds from line of credit - due to related party        14,761             --
     Repayment of line of credit - due to related party        (19,361)            --
     Deferred financing costs                                     (802)            --
     Distributions paid to shareholders                         (3,334)        (3,335)
     Treasury stock purchases                                      (29)            --
     Issuance of preferred shares of subsidiary                 25,000             --
                                                              --------       --------

Net cash provided by (used in) financing activities             37,170         (6,975)
                                                              --------       --------

Net increase in cash and cash equivalents                        7,454          8,833

Cash and cash equivalents at the beginning of the year           2,674          2,028
                                                              --------       --------

Cash and cash equivalents at the end of the period            $ 10,128       $ 10,861
                                                              ========       ========


</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of American
Mortgage Acceptance Company and its wholly owned subsidiaries.  All intercompany
accounts  and  transactions  have  been  eliminated  on  consolidation.   Unless
otherwise indicated, we herein refer to American Mortgage Acceptance Company and
its  subsidiaries  as "AMAC",  "we",  "us",  "our",  and "our  Company".  We are
externally  managed by Related AMI Associates,  Inc., which acts as our Advisor.
We operate in one business segment.

In March 2005,  we formed AMAC  Capital  Financing  I ("ACFI"),  a wholly  owned
trust, for the purpose of issuing trust preferred securities,  which are subject
to mandatory  repurchase  in March 2035 and are callable in March 2010 (see Note
5).

The condensed  consolidated  financial  statements  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 our financial  position as of March 31, 2005, and the results of
our operations and our cash flows.  However,  the operating  results for interim
periods may not be indicative of the results for the full year.

Certain  information  and  footnote  disclosures  normally  included  in  annual
consolidated   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 consolidated financial statements and notes thereto
included in our Form 10-K for the year ended December 31, 2004.

Our annual report on Form 10-K for the year ended December 31, 2004,  contains a
summary of our  significant  accounting  policies.  There have been no  material
changes to these items since December 31, 2004;  however, we have entered into a
transaction during 2005 which involves a new significant  accounting policy (see
Note 5).

The preparation of the consolidated financial statements in conformity with GAAP
requires us to make estimates and assumptions  that affect the reported  amounts
of  assets  and  liabilities  and  the  disclosure  of  contingent   assets  and
liabilities  as of 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.

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

NOTE 2 - INVESTMENTS IN DEBT SECURITIES - AVAILABLE FOR SALE

During  the  first  quarter  of 2005,  we  purchased  six  Fannie  Mae  ("FNMA")
certificates with principal amounts totaling  approximately  $34.3 million.  The
certificates were purchased at premiums totaling  approximately $96,000 and bear
interest at rates ranging from 4.90% per year to 6.65% per year.

During January 2005, one Ginnie Mae ("GNMA")  certificate,  Western Manor,  paid
off at par. We received  approximately  $2.4 million in proceeds  resulting from
the payoff.

During February 2005, one FNMA certificate,  Orchard Park, paid off. We received
approximately $3.2 million in proceeds, resulting in a net gain of approximately
$47,000,  which  is  included  in other  income  in the  condensed  consolidated
statements of income.



                                       7
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



Information regarding our investments in debt securities is as follows:

<TABLE>
<CAPTION>
                                                         (In thousands)
                                                 March 31,          December 31,
                                                   2005                2004
                                                 ---------          -----------
<S>                                              <C>                 <C>
Amortized cost                                   $ 215,203           $ 184,576
Unrealized gains                                     9,928              11,370
Unrealized losses                                   (1,702)             (1,359)
                                                 ---------           ---------
Net unrealized gain                                  8,226              10,011
                                                 ---------           ---------
Fair value                                       $ 223,429           $ 194,587
                                                 =========           =========
</TABLE>

The fair value and gross unrealized losses of our debt securities  aggregated by
length of time that these  individual  debt securities have been in a continuous
unrealized  loss  position,  at March  31,  2005,  and  December  31,  2004,  is
summarized in the table below:

<TABLE>
<CAPTION>

                                                (Dollars in thousands)

                                  March 31, 2005                     December 31, 2004
                        ---------------------------------   ---------------------------------
                        Fewer than   12 Months              Fewer than   12 Months
                         12 Months    or More      Total     12 Months    or More      Total
                        -----------  ---------    -------   -----------  ---------    -------
<S>                       <C>         <C>         <C>         <C>         <C>         <C>
Number of securities            9          10          19          11           7          18
Fair value                $38,564     $26,594     $65,158     $46,055     $16,832     $62,887
Gross unrealized loss
                          $   552     $ 1,150     $ 1,702     $   515     $   844     $ 1,359
</TABLE>

These  unrealized  losses  are  as a  result  of  increases  in  interest  rates
subsequent to the acquisition of the securities.  All of the debt securities are
performing according to their terms. Furthermore, we have the intent and ability
to hold these  securities to maturity,  or at least until  interest rates change
such that the fair value is no longer less than book value. Accordingly, we have
concluded that these impairments are temporary.

At  March  31,  2005,  31 of  these  debt  securities,  with  a  fair  value  of
approximately  $193.1  million,  are  partially or wholly  pledged as collateral
under our repurchase facilities.

NOTE 3 - NOTES RECEIVABLE

During February 2005, the Noble Towers note receivable was partially  repaid. We
received  approximately $5.9 million in proceeds. The remaining balance at March
31, 2005 is $1.4 million.

During March 2005, the Georgia King note in the amount of approximately $945,000
was repaid at par.



                                       8
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)




NOTE 4 - REAL ESTATE OWNED

Our real estate owned at March 31, 2005, and December 31, 2004, consisted of the
following:

(dollars in thousands)
<TABLE>
<CAPTION>
                                                                                               Carrying Value
                                                                              Carrying Value       as of
                                                                                  as of         December 31,
                                                 Units         Location       March 31, 2005        2004
                                                --------    ---------------   --------------   --------------

Real Estate Owned - Held and Used
---------------------------------
<S>                                             <C>         <C>                  <C>              <C>
Plaza at San Jacinto (1)                             132       La Porte, TX      $    --          $ 7,929
   Less: accumulated depreciation                     --                              --             (425)
                                                --------                         -------          -------
Total Plaza at San Jacinto, net                      132                              --            7,504
                                                                                 -------          -------

Concord portfolio (2)                                852        Houston, TX       53,923           54,425
   Less: accumulated depreciation                     --                          (2,054)          (1,718)
                                                --------                         -------          -------
Total Concord Mezzanine, net                         852                          51,869           52,707
                                                                                 -------          -------

Total Real Estate  Owned - Held and Used, net
                                                     984                         $51,869          $60,211
                                                ========                         =======          =======

Real Estate Owned - Held for Sale
---------------------------------

Reserve at Autumn Creek (3)                          212    Friendswood, TX      $19,122          $17,924
                                                ========                         =======          =======

Mortgages Payable on Real Estate Owned

Concord portfolio                                                                $40,875          $41,000
Reserve at Autumn Creek (3)                                                           --           15,993
                                                                                 -------          -------

Total  Mortgages  Payable on Real  Estate Owned
                                                                                 $40,875          $56,993
                                                                                 =======          =======

</TABLE>

(1)  During  February  2005,  the Plaza at San Jacinto  property  was sold to an
     unaffiliated  third  party.  We  received  approximately  $7.4  million  in
     proceeds from the sale, which  approximated the property's  carrying value.
     Accordingly, no gain or loss was recorded.
(2)  During March 2005, we received $480,000, representing a return of an escrow
     funded from the refinancing of the Concord portfolio.
(3)  During  February  2005, we purchased  the first  mortgage on the Reserve at
     Autumn Creek  property at a  foreclosure  auction for  approximately  $17.2
     million.

NOTE 5 - SUBSIDIARY EQUITY

ACFI has issued 25,000 of Floating Rate  Preferred  Securities,  having a stated
liquidation  amount of $1,000 per  security.  We  received  approximately  $24.2
million  in  proceeds,  net of closing  costs,  which are  deferred  and will be
amortized  ratably over a 30-year period to the redemption  date. The securities
bear a variable interest rate,  re-set quarterly,  equal to LIBOR plus 3.75% per
year. At March 31, 2005, the rate was 6.61%.

SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL  INSTRUMENTS WITH CHARACTERISTICS
OF BOTH LIABILITIES AND EQUITY, requires that a mandatorily redeemable financial
instrument be classified as a liability in the consolidated financial statements
and the payments or accruals of "dividends"  and other amounts to be paid to the
holders of these  securities  be reported as interest  costs.  Due to the stated
maturity date, we have classified  these  securities as liabilities and recorded
them at fair value.



                                       9
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



NOTE 6 - RELATED PARTY TRANSACTIONS

The costs incurred to our Advisor for the three months ended March 31, 2005, and
2004, were as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended
                       (In thousands)                          March 31,
                                                        -----------------------
                                                          2005           2004
                                                        --------       --------
<S>                                                     <C>            <C>
Shared services expenses                                $    246       $    169
Asset management fees                                        328            313
Incentive management fee*                                    120             --
                                                        --------       --------

                                                        $    694       $    482
                                                        ========       ========
</TABLE>

* Accrual based on our estimates of 2005 full year results.

In June 2004,  we entered  into a  revolving  credit  facility  (the  "Revolving
Facility") with CharterMac, an affiliated company and parent of our Advisor. The
Revolving  Facility,  which is  unsecured,  will provide up to $20.0  million in
borrowings to be used to purchase new investments.  As of March 31, 2005, we had
no  outstanding  borrowings  on this  facility.  At December  31,  2004,  we had
approximately  $4.6 million in  borrowings  outstanding  on this  facility at an
interest rate of 5.42%.

NOTE 7 - COMPREHENSIVE INCOME

Comprehensive income for the three months ended March 31, 2005, and 2004, was as
follows:

<TABLE>
<CAPTION>

                                                              Three Months Ended
                        (In thousands)                             March 31,
                                                             --------------------
                                                               2005         2004
                                                             -------      -------
<S>                                                          <C>          <C>
Net income                                                   $ 2,827      $ 3,325
Net unrealized gain (loss) on interest rate derivatives
arising during the period                                        556         (871)
Unrealized holding (loss) gain arising during the period      (1,802)         845
                                                             -------      -------

Total comprehensive income                                   $ 1,581      $ 3,299
                                                             =======      =======

</TABLE>


                                       10
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



NOTE 8 - EARNINGS PER SHARE

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.

(In thousands, except per share amounts)
<TABLE>
<CAPTION>

  Three Months Ended March 31, 2005              Income       Shares      Per Share
                                                 ------       ------      ----------
<S>                                              <C>           <C>         <C>
   Basic EPS                                     $2,827        8,337       $   0.34
   Effect of dilutive securities                     --            7             --
                                                 ------       ------       --------
   Diluted EPS                                   $2,827        8,344       $   0.34
                                                 ======       ======       ========

Three Months Ended March 31, 2004

   Basic EPS                                     $3,325        8,338       $   0.40
   Effect of dilutive securities                     --           24             --
                                                 ------       ------       --------
   Diluted EPS                                   $3,325        8,362       $   0.40
                                                 ======       ======       ========
</TABLE>

NOTE 9 - COMMITMENTS AND CONTINGENCIES

a) Legal

On October 27, 2003,  prior to taking  possession of the real estate  collateral
supporting a loan investment, we were 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 we conducted  wrongful  foreclosure in that the loan guarantor
did not derive any benefit  from our loan and that the  limited  partners of the
loan  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 us is unenforceable, and that we were involved
in a conspiracy to defraud the loan guarantor.  The discovery phase of this suit
has been  completed  and is proceeding to either  summary  judgment or trial.  A
trial date has not been set.

Subsequently,  we filed a countersuit on November 25, 2003,  against the limited
partners  of  the  loan   guarantor   seeking  to  recover   unpaid   taxes  and
misappropriated  property  receipts.  We are  currently  unable to determine the
possible outcome of the litigation.

b) Guarantees

In June and October of 2000, we originated two loans totaling $3.3 million under
an agreement  with Fannie Mae that  provided for our  guaranteeing  a first-loss
position on the loans. In September 2003, we transferred and assigned all of our
obligations  to the two loans we  originated  under this  program to  CharterMac
Mortgage Capital Corp.  ("CMC"),  a subsidiary of CharterMac,  both of which are
affiliates  of the  Advisor.  Pursuant  to the  agreement  with CMC,  CharterMac
guaranteed CMC's obligations, and we agreed to indemnify both CMC and CharterMac
for any  losses  incurred  in  exchange  for  retaining  all fees  which we were
otherwise  entitled  to receive  under the  program.  While  provisions  of this
agreement  could  potentially  result in  exposure  of up to $7.5  million,  the
maximum exposure at March 31, 2005, was $3.2 million, and we expect that we will
not be called upon to fund these guarantees.

In the first quarter of 2003, we  discontinued  our loan program with Fannie Mae
and will issue no further guarantees pursuant to such program.



                                       11
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



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

We  issued  the  following   standby  and  forward  bridge  and  permanent  loan
commitments  for the  purpose  of  funding  constructing/rehabilitating  certain
multifamily apartment complexes in various locations.

STANDBY AND FORWARD BRIDGE LOAN COMMITMENTS
-------------------------------------------
<TABLE>
<CAPTION>
                                                                                     (In thousands)
                                                                              MAXIMUM AMOUNT OF COMMITMENTS
                                                                              -----------------------------
                                                                 NO. OF APT.     LESS THAN
  ISSUE DATE      PROJECT                   LOCATION               UNITS           1 YEAR      1-3 YEARS
-----------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>                   <C>             <C>           <C>
    May-04        Oak Village               Oakland, CA                117        $    967      $     --
    Jun-04        Woods of Mandarin         Jacksonville, FL           401             428            --
    Dec-03        Reserve at Thornton       Thornton, CO               216             362            --
                                                                  --------        --------      --------

TOTAL STANDBY AND FORWARD BRIDGE LOAN COMMITMENTS                      734        $  1,757      $     --
                                                                  ========        ========      ========

</TABLE>

STANDBY AND FORWARD MEZZANINE LOAN COMMITMENTS
----------------------------------------------
<TABLE>
<CAPTION>
                                                                              MAXIMUM AMOUNT OF COMMITMENT
                                                                              ----------------------------
                                                                 NO. OF APT.     LESS THAN
  ISSUE DATE      PROJECT                   LOCATION               UNITS           1 YEAR      1-3 YEARS
----------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>                   <C>             <C>           <C>
    Apr-03        Villas atHighpoint        Lewisville, TX             304        $    379      $     --
                                                                  --------        --------      --------

  TOTAL STANDBY AND FORWARD MEZZANINE LOAN COMMITMENTS                304         $    379      $     --
                                                                  ========        ========      ========

  TOTAL STANDBY AND FORWARD LOAN COMMITMENTS                                      $  2,136      $     --
                                                                                  ========      =======
</TABLE>

Mezzanine Loan/Preferred Stock Commitment
-----------------------------------------

In  November  2004,  we  provided a  commitment  to fund up to $74.5  million to
Prime/Mansur  Investment  Partners,  LLC in connection  with its financing of an
acquisition.  In  connection  with  providing  the  commitment,  we  received  a
commitment fee of $435,000, which was deferred on our balance sheet at March 31,
2005 and  recognized on May 1, 2005,  after the commitment had expired (see Note
10).




                                       12
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)



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

During 2002, we entered into an agreement  with Wachovia  Bank  ("Wachovia")  to
provide stabilization  guarantees for new construction of multifamily properties
under the LIHTC program in designated areas. As per the agreement,  we guarantee
that properties  which have completed  construction  will stabilize and that the
associated  construction  loans will convert to permanent  Fannie Mae loans.  We
receive  origination  and guarantee  fees from the  developers for providing the
guarantees.  If the properties do not stabilize, by a date specific, with enough
net operating income for Fannie Mae to fully fund its commitment for a permanent
loan, we 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>

                                                            Maximum Amount of Guarantee
                                                                  (in thousands)
                                                                                                        Loan
                                                                                                   Administration
                                                                                                       Fee (1)
Date Closed     Project                 Location            Units         Year      1-3 Years    (annual percentage)
-----------   ---------------      --------------------    -------       ------     ---------     -----------------
<S>           <C>                  <C>                         <C>       <C>        <C>                <C>
  Sep-02      Creekside Apts.      Colorado Springs, CO        144       $7,500     $      --          0.375%
                                                           -------       ------     ---------          ------
Total Stabilization Loan Guarantees                            144       $7,500     $      --          0.375%
                                                           =======       ======     =========          ======

</TABLE>

(1) Loan Administration Fee is paid quarterly during the guarantee period.

For this  guarantee,  and for the  guarantees  issued  under the Fannie Mae loan
program discussed above, we monitor the status of the underlying  properties and
evaluate our exposure under the  guarantees.  To date, we have concluded that no
accrual  for  probable  losses is  required  under  SFAS No. 5,  ACCOUNTING  FOR
CONTINGENCIES.

NOTE 10 - SUBSEQUENT EVENTS

During  April  2005,  in  accordance  with  our  share  repurchase  program,  we
repurchased a total of 24,800 of our common shares for approximately $339,000.

During April 2005,  the Clarks  Crossing  note  receivable  paid down at par. We
received proceeds of approximately $926,000.

On May 1, 2005,  we  recognized  approximately  $412,000,  net of related  legal
expenses,  in relation to a deferred  commitment  fee that  expired on April 30,
2005 (see Note 9).



                                       13
<PAGE>




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

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 us and our  management  and involve  known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  These factors, which are outlined in detail in our annual report on
Form 10-K for the year ended December 31, 2004, include the following:

     o    Risks of investing  in uninsured  and  non-investment  grade  mortgage
          assets and subordinated CMBS;

     o    Competition in acquiring desirable investments;

     o    Interest rate  fluctuations  and changes in prepayment rates which may
          affect the value of our assets;

     o    Risks  associated  with  investments in real estate  generally and the
          properties which secure many of our investments;

     o    General economic conditions,  particularly as they affect the value of
          our assets and the credit status of our borrowers;

     o    Dependence  on our  external  Advisor  for all  services  vital to our
          operations;

     o    Conflicts which may arise among us and other entities  affiliated with
          our Advisor which have similar investment policies to ours; and

     o    Risks associated with the repurchase  agreements we utilize to finance
          our investments and the availability of financing generally.

Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date of this quarterly report.

Factors Affecting Comparability
-------------------------------

During 2004, we owned several properties through foreclosure, classified as Real
Estate Owned - Held and Used, - subject to Sales  contracts  and - Held for Sale
(see REAL ESTATE OWNED below). As a result of certain circumstances during 2004,
we  reclassified  some of these  assets  from  Held  for Sale to Held and  Used,
resulting in a reduction in interest income recorded on Real Estate Owned - Held
for Sale and an increase in rental income, property operations, and depreciation
expense.

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

The  following is a summary of our  operations  for the three months ended March
31, 2005 and 2004:

(In thousands)
<TABLE>
<CAPTION>

                                               Three Months Ended March 31,
                                          --------------------------------------
                                           2005            2004           Change
                                          ------          ------          ------
<S>                                       <C>             <C>             <C>
Total revenues                            $6,254          $3,878          61.3 %
Total expenses                             4,273           2,269          88.3
Total other income                           846           1,716         (50.7)
                                          ------          ------          ------
Net income                                $2,827          $3,325         (15.0)%
                                          ======          ======          ======

</TABLE>


                                       14
<PAGE>

In the three months ended March 31, 2005,  as compared to the three months ended
March 31, 2004, revenues increased mainly due to an increase in the purchases of
new FNMA  certificates  and an increase  in rental  income  recorded  due to the
reclassification  of the concord  properties from real estate owned - subject to
sales  contract  to Real  Estate  Owned - Held and Used (see Real  Estate  Owned
below).  Expenses  have also  increased  for these periods due to an increase in
expenses related to property operations from the reclassification of the Concord
properties  as well as an increase in  advisory,  administrative  and  financing
costs  (partially  interest  rates).  Other  income  has  decreased  due  to the
reclassification of the concord properties.  Income and expenses from operations
of those properties are now classified in revenue and expense categories.

In  addition,  the  decrease in net income was  impacted  largely by the loss of
investment  yield from Real Estate Owned following the December 2004 refinancing
of the Concord portfolio that lowered our economic interest in the properties.

REVENUES

<TABLE>
<CAPTION>
                                                                   Three Months
                                                                      Ended
                                                                     March 31
                                                                  % Change from
                                                                    Prior Year
                           ------------------------------         -------------
                           <S>                                        <C>
                           Interest income
                              Debt securities                            29.7%
                              Mortgage loans                             47.1
                              Notes receivable                          (28.2)
                              Revenue bonds                             (12.5)
                              Temporary investments                      41.7
                           Rental income                                586.7
                           Other revenues                             1,115.4
                                                                   ----------

                           Total revenues                                61.3%
                                                                   ==========

</TABLE>

At March 31, 2005, and December 31, 2004, we had the following investments:

<TABLE>
<CAPTION>

                                    March 31, 2005                 December 31, 2004
                             ----------------------------    ----------------------------
                                              Weighted                        Weighted
                              Carrying         Average         Carrying        Average
                               Amount       Interest Rate       Amount      Interest Rate
                             -----------    -------------    ------------   -------------
<S>                          <C>                    <C>        <C>                    <C>
Debt securities              $   223,429             6.33%     $   194,587             6.47%
Mortgage loans               $    21,395            11.68%     $    21,376            11.68%
Notes receivable             $    16,584             9.31%     $    23,111             9.43%
Revenue bonds                $     6,604             8.69%     $     6,672             8.69%

</TABLE>

Interest income from debt securities  increased,  primarily due to the continued
advances on the Ellington Plaza GNMA  certificate and the purchase of eight FNMA
certificates  during the fourth quarter of 2004 and six FNMA certificates during
2005,  partially  offset by the  repayment  of the  Reserve at Autumn  Creek and
Western Manor GNMA certificates.

Interest  income from mortgage loans  increased for the three months ended March
31,  2005,  as  compared  to 2004,  primarily  due to the  funding of  Champaign
Offices, Sawmill Plaza, and the Pines mezzanine loans.

Interest income from notes receivable decreased for the three months ended March
31, 2005, as compared to 2004,  primarily  due to the payoff of Mountain  Valley
and  Baywoods  notes in 2004,  partially  offset by the  funding of the Woods at
Mandarin note receivable.



                                       15
<PAGE>

Rental  income  increased for the three months ended March 31, 2005, as compared
to 2004, due to the classification of the Concord properties in December 2004 as
Real Estate Owned - Held and Used (see "Real Estate Owned" below).

Other revenues  increased for the three months ended March 31, 2005, as compared
to 2004,  primarily  due to the paydown of the FNMA  Orchard  Park  certificate,
resulting in a net gain, and the recognition of a  non-refundable  due diligence
fee into income in 2005. No such fees were recorded in 2004.

EXPENSES

<TABLE>
<CAPTION>
                                                              Three Months
                                                                 Ended
                                                                March 31
                                                             % Change from
                                                               Prior Year
-----------------------------------------------------        --------------
<S>                                                                <C>
Interest                                                            32.5%
Distributions to preferred shareholders of subsidiary
   (subject to mandatory repurchase)                               100.0
General and administrative                                          70.7
Fees to Advisor                                                     44.0
Property operations                                                455.0
Depreciation                                                        47.0
Amortization and other                                              (4.3)
                                                               ---------

Total expenses                                                      88.3%
                                                               =========

</TABLE>

At March 31, 2005,  excluding  mortgages on real estate owned, we had total debt
of  approximately  $207.4 million with a weighted average interest rate of 3.43%
per year, including the effect of our swap agreement.  At March 31, 2004, we had
a comparable  balance of  approximately  $180.8 million with a weighted  average
interest rate of 1.9% per year.

Interest  expense  increased  for the three  months  ended  March 31,  2005,  as
compared to 2004,  primarily due to the increased  borrowings on the  repurchase
facilities stemming from an increased investment base. This increase can also be
attributed to a steady increase in interest rates during 2004 and 2005.

Distributions  to preferred  shareholders  of  subsidiary  (subject to mandatory
repurchase) were recorded on preferred  securities issued in 2005. There were no
such securities issued during 2004.

General and  administrative  expenses increased for the three months ended March
31,  2005,  as compared  to 2004,  primarily  due to the  increase in legal fees
related to foreclosed  properties,  the increase in  accounting  fees related to
Sarbanes-Oxley  compliance,  and the  increase of certain  other  administrative
costs.

Fees to Advisor increased for the three months ended March 31, 2005, as compared
to 2004,  primarily  due to the  accrual  of  incentive  management  fees and an
increase in overhead allocations.

Property  operations  increased  for the three months  ended March 31, 2005,  as
compared  to  2004,  due to the  classification  of the  Concord  properties  in
December  2004 as Real  Estate  Owned - Held and Used (see "Real  Estate  Owned"
below).

Depreciation  expense  increased  for the three months ended March 31, 2005,  as
compared to 2004, due to a higher base of depreciable  real estate owned in 2005
as compared to the 2004 period.  In 2004, only the Plaza at San Jacinto property
was depreciated.  In 2005, the Concord  properties are  depreciating,  partially
offset by the removal of Plaza at San Jacinto upon its sale.



                                       16
<PAGE>

OTHER INCOME

Other income decreased for the three months ended March 31, 2005, as compared to
2004, due to the reclassification of the Concord properties to Real Estate Owned
- Held and  Used.  Income  from  these  properties  is now being  recognized  in
operations and classified as rental revenues (see "Real Estate Owned" below).

REAL ESTATE OWNED

During 2004, we reclassified some of our investments in foreclosed properties as
Real Estate  Owned-Held for Sale on our balance sheet and recognized income from
the operations of these properties.  As a result of these  circumstances,  there
was a substantial decrease in interest income from these loans, as noted above.

During  the time we have  owned  the real  estate,  certain  circumstances  have
occurred  that  warranted  the  reclassification  of most of these  assets.  The
following  is the  March  31,  2005  classification  of our  real  estate  owned
portfolio:

     o    REAL ESTATE OWNED - HELD AND USED

          During 2004, we had three properties classified as Real Estate Owned -
          Subject  to Sales  Contracts,  due to the fact  that the sale of these
          properties  did not constitute a sale in accordance  with GAAP.  After
          the properties were  refinanced  during December 2004, we reclassified
          these  properties on our balance sheet as Real Estate Owned - Held and
          Used; we have recorded depreciation on the properties in 2004, as well
          as retroactively for the period since foreclosure.  We have recognized
          income associated with the properties as income from real estate owned
          on the income  statement up to the date of refinancing.  Subsequently,
          we recognize income  associated with a $13.4 million mezzanine loan as
          rental income.

          During  2005,  we  sold  the  Plaza  at  San  Jacinto  property  to an
          unaffiliated third party for approximately its carrying value.

     o    REAL ESTATE OWNED - HELD FOR SALE

          One remaining property in our real estate owned portfolio,  Reserve at
          Autumn Creek,  will continue to remain as Real Estate Owned - Held for
          Sale as we continue  to market the real  estate.  We have  changed the
          marketing  strategy  of this  asset in order  to  reflect  marketplace
          behavior.

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,
excluding  depreciation and amortization  related to real property 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  and  is  not
necessarily  indicative of cash available to fund cash needs.  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.  Our  management  considers FFO a  supplemental  measure of operating
performance,  and,  along with cash flows from operating  activities,  financing
activities,  and investing activities,  it provides investors with an indication
of our ability to incur and service debt, make capital expenditures, and to fund
other cash needs.



                                       17
<PAGE>

The  following  table  reconciles  net income to FFO for the three  months ended
March 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                       ========================
                                                           Three Months Ended
              (In thousands)                                  March 31,
                                                       ------------------------
                                                         2005            2004
                                                       --------        --------
<S>                                                    <C>             <C>
Net income                                             $  2,827        $  3,325

Add back: depreciation of real property                     366             249
                                                       --------        --------

FFO                                                    $  3,193        $  3,574
                                                       ========        ========

Cash flows from:
Operating activities                                   $  3,661        $  3,123
                                                       ========        ========
Investing activities                                   $(33,377)       $ 12,685
                                                       ========        ========
Financing activities                                   $ 37,170        $ (6,975)
                                                       ========        ========

Weighted average shares outstanding:
Basic                                                     8,337           8,338
                                                       ========        ========
Diluted                                                   8,344           8,362
                                                       ========        ========

</TABLE>

Since not all companies  calculate  FFO in a similar  fashion,  our  calculation
presented above may not be comparable to similarly  titled measures  reported by
other companies.

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

SOURCES OF FUNDS

We expect that cash  generated  from our  investments,  as well as our borrowing
capacity, will meet our needs for short-term liquidity and will be sufficient to
pay all expenses and distributions to our shareholders in amounts  sufficient to
retain our Real  Estate  Investment  Trust  ("REIT")  status in the  foreseeable
future.  In order to qualify  as a REIT  under the  Internal  Revenue  Code,  as
amended,  we must,  among other  things,  distribute at least 90% of our taxable
income. We believe that we are in compliance with the REIT-related provisions of
the Code.

We finance our  investing  activity  primarily  through  borrowing  from various
facilities at short-term  rates. At March 31, 2005, we had  approximately  $48.5
million available to borrow,  contractually,  under our debt facilities  without
exceeding limits imposed by debt covenants and our declaration of trust.

In August  2005,  our  warehouse  facility  will  mature.  We are  currently  in
negotiations  with a  financial  institution  to replace  this  facility  with a
similar one with similar terms.

From time to time,  we may also  issue  common  shares  or other  equity to fund
investing activity. During 2005, our subsidiary issued $25.0 million of Floating
Rate  Preferred  Securities.  The proceeds  received  were used to purchase FNMA
certificates.

We have capacity to raise  approximately  $170.0 million of additional  funds by
issuing  either  common or  preferred  shares  pursuant to a shelf  registration
statement filed with the SEC in 2002. If market conditions  warrant, we may seek
to raise additional funds for investment through further offerings, although the
timing and amount of such offerings cannot be determined at this time.

SUMMARY OF CASH FLOWS

During the three months  ended March 31,  2005,  as compared to the three months
ended  March 31,  2004,  the net change in cash and cash  equivalents  decreased
approximately $1.4 million.  Operating cash flows improved by $538,000 primarily
due to the timing of  payments of  liabilities.  An increase in net cash used in
investing activities  (approximately $46.1 million) offset by an increase in net
cash provided by financing activities (approximately $44.1 million) was due to a
higher  level of  investing  activity in debt  securities  and the purchase of a
mortgage  loan on real  estate  owned  during the 2005  period.  This  investing
activity  was funded  through  borrowings  from our  repurchase  facilities  and
through the issuance of preferred shares.



                                       18
<PAGE>

OTHER

We are 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  approximately  $3.3  million for both the three
months ended March 31, 2005 and 2004,  approximately $628,000 in 2005 ($0.08 per
share or 18.82%) and approximately $10,800 in 2004 (0.32%), represented a return
of capital  determined  in  accordance  with  GAAP.  As of March 31,  2005,  the
aggregate  amount of  distributions  made  since  our  initial  public  offering
representing a return of capital, in accordance with GAAP, totaled approximately
$17.8 million.  The portion of the  distributions  which constituted a return of
capital  was more  significant  in our  initial  years in order to  permit us to
maintain level  distributions  to  shareholders  while we were in the process of
investing the proceeds from our initial public offering.

Commitments, Contingencies and Off-Balance Sheet Arrangements
-------------------------------------------------------------

STABILIZATION GUARANTEES

<TABLE>
<CAPTION>

                                                                             Maximum Amount of Guarantee
                                                                                   (in thousands)
                                                                                                        Loan
                                                                                                   Administration
                                                                       Less than                       Fee (1)
Date Closed     Project                 Location            Units        1 Year      1-3 Years    (annual percentage)
-----------   ---------------      --------------------    -------     ---------     ---------     -----------------
<S>           <C>                  <C>                         <C>       <C>        <C>                <C>
  Sep-02      Creekside Apts.      Colorado Springs, CO        144        7,500            --          0.375%
                                                           -------       ------     ---------          ------
  Total Stabilization Loan Guarantees                          144       $7,500     $      --              --
                                                           =======       ======     =========          ======

</TABLE>

(1) Loan Administration Fee is paid quarterly during the guarantee period.

See Note 9 of our condensed  consolidated  financial  statements  for a complete
summary of our guarantees and off-balance arrangements.

We  have no  unconsolidated  subsidiaries,  special  purpose  off-balance  sheet
financing entities, or other off-balance sheet arrangements.



                                       19
<PAGE>

CONTRACTUAL OBLIGATIONS

In conducting business, we enter into various contractual  obligations.  Details
of these  obligations,  including  expected  settlement  periods,  are contained
below.

<TABLE>
<CAPTION>
                                                               Payments Due by Period
                                                                   (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                 $  178,325    $   178,325    $       --    $       --     $      --
  Warehouse facility                         4,070          4,070            --            --            --
Mortgage loan on real estate owned (1)      40,875            476         1,696         2,014        36,689
Preferred shares of subsidiary
  (subject to mandatory repurchase)         25,000             --            --            --        25,000
Funding Commitments:
  Funding commitment for
   mezzanine/preferred stock (2)            74,500         74,500            --            --            --
  Standby and forward bridge loan
   commitments                               1,757          1,757            --            --            --
  Standby and forward mezzanine loan
   commitments                                 379            379            --            --            --
                                        ----------    -----------    ----------    ----------     ---------

Total                                   $  324,906    $   259,507    $    1,696    $    2,014     $  61,689
                                        ----------    -----------    ----------    ----------     ---------

</TABLE>

(1)  Represents a first  mortgage on properties we report as Real Estate Owned -
     Held and Used (Concord Properties) as a sale of the properties did not meet
     the  criteria  for sale  recognition  in  accordance  with GAAP.  The first
     mortgage  loan is  non-recourse  with respect to AMAC,  the debt service is
     paid from the cash flows of the  properties  and we will not be required to
     satisfy the obligation. (See Note 4).

(2)  Pertains to a commitment  made to Prime Realty  Trust.  Obligation  to fund
     this commitment expired on April 30, 2005.

Inflation
---------

Inflation  did not  have a  material  effect  on our  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 and
equity  prices.  The  primary  market  risk to which 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 our income in many ways and
present a variety of risks,  including the risk of mismatch between asset yields
and borrowing rates.

Our operating  results  depend in large part on  differences  between the income
from our assets (net of credit  losses)  and our  borrowing  costs.  Most of our
assets  generate  fixed returns and have terms in excess of five years.  We fund
the origination  and  acquisition of a significant  portion of these assets with
borrowings  which have variable  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 borrowings,  creating
a mismatch  between asset yields and borrowing rates.  Consequently,  changes in
interest rates,  particularly  short-term  interest rates, may influence our net
income.  Our borrowings under repurchase and warehouse  agreements bear interest
at rates that fluctuate with LIBOR.



                                       20
<PAGE>



Various  financial  vehicles  exist which would allow our management to mitigate
the impact of interest rate fluctuations on our cash flows and earnings.  During
March 2003, upon our management's  analysis of the interest rate environment and
the costs and risks of such strategies, we entered into an interest rate swap in
order to hedge against increases in the floating interest rate on our repurchase
facilities.  The swap is a  five-year  agreement  with Bank of  America  ("BOA")
whereby  we pay BOA a fixed  3.48% on a  notional  amount of $30.0  million.  In
return,  BOA pays us a floating rate  equivalent to the 30-day LIBOR rate on the
same notional  amount.  A possible risk of such swap  agreements is the possible
inability of BOA to meet the terms of the contracts with us;  however,  there is
no current indication of such an inability.

Based on the $177.4 million unhedged portion of the $207.4 million of borrowings
outstanding  at March 31, 2005, a 1% change in LIBOR would impact our annual net
income and cash flows by approximately  $1.8 million.  However,  as the interest
income  from some of our loans is also based on LIBOR,  a 1%  increase  in LIBOR
would  increase  our  annual  net  income  and cash  flows  from  such  loans by
approximately $160,000.  Because the value of our debt securities fluctuate with
changes in interest rates,  rate  fluctuations will also affect the market value
of our net assets.

ITEM 4.  CONTROLS AND PROCEDURES

(a)  EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  Our Chief  Executive
     Officer and Chief Financial Officer have evaluated the effectiveness of our
     disclosure  controls and  procedures  (as defined in Rule 13a-15(e) or Rule
     15a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act")) as of the end of the period covered by this quarterly report.  Based
     on such  evaluation,  such  officers  have  concluded  that our  disclosure
     controls  and  procedures  as of the  end of the  period  covered  by  this
     quarterly report were effective to ensure that  information  required to be
     disclosed by the Company in the reports  that the Company  files or submits
     under the Exchange Act is recorded,  processed,  summarized  and  reported,
     within the time periods specified in the SEC rules and forms, and to ensure
     that such  information is  accumulated  and  communicated  to the Company's
     management,  including  the Chief  Executive  Officer  and Chief  Financial
     Officer,  as  appropriate  to allow  timely  decisions  regarding  required
     disclosure.

(b)  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING.  There  have  not  been  any
     significant changes in our 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,  our internal
     control over financial reporting.




                                       21
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          On October 27,  2003,  prior to taking  possession  of the real estate
          collateral  supporting a loan investment,  we were 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 we
          conducted  wrongful  foreclosure  in that the loan  guarantor  did not
          derive any benefit from our loan and that the limited  partners of the
          loan 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 us is unenforceable,  and
          that we were involved in a conspiracy  to defraud the loan  guarantor.
          The discovery  phase of this suit has been completed and is proceeding
          to either summary judgment or trial. A trial date has not been set.

          Subsequently, we filed a countersuit on November 25, 2003, against the
          limited partners of the loan guarantor seeking to recover unpaid taxes
          and  misappropriated  property  receipts.  We are currently  unable to
          determine the possible outcome of the litigation.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          The following table sets forth  information  with respect to purchases
          made by the Company of its common shares during the three months ended
          March 31, 2005:

<TABLE>
<CAPTION>
                                                                          Total number of          Maximum number
                                                                        shares purchased as      of shares that may
                              Total number of       Average price         part of publicly        yet be purchased
        Period                shares purchased      paid per share       announced programs      under the programs
        -----------------------------------------------------------------------------------------------------------
        <S>                        <C>                  <C>                    <C>                    <C>
        March 31, 2005             2,100                $13.69                 2,100                  993,900

</TABLE>

          See also Note 5 of our condensed consolidated financial statements for
          information  relating  to the  issuance  of  Floating  Rate  Preferred
          Securities by ACFI.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES - None

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

ITEM 5.   OTHER INFORMATION - None

ITEM 6.   EXHIBITS

          Exhibits

          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 Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002.*

          32.2 Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002.*

          * Filed herewith.



                                       22
<PAGE>



                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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, 2005             By:  /s/ Stuart J. Boesky
                                    --------------------
                                    Stuart J. Boesky
                                    President and Chief Executive Officer


Date: May 10, 2005             By:  /s/ Alan P. Hirmes
                                    ------------------
                                    Alan P. Hirmes
                                    Chief Financial Officer and Managing Trustee




<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, 2005, 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  officer 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))  and internal
         controls  over  financial  reporting  (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  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) designed such internal control over financial  reporting,  or caused
         such internal control over financial reporting to be designed under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principals;

         c) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures,  as of the
         end of the period covered by this report based on such evaluation; and

         d)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most  recent  fiscal  quarter  that  has  materially  affected,  or  is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting.

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  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 and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.


         Date:  May 10, 2005                        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, 2005, 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  officer 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))  and internal
         controls  over  financial  reporting  (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  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) designed such internal control over financial  reporting,  or caused
         such internal control over financial reporting to be designed under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principals;

         c) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures,  as of the
         end of the period covered by this report based on such evaluation; and

         d)  disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most  recent  fiscal  quarter  that  has  materially  affected,  or  is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting.

     5.  The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  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 and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal control over financial reporting.


         Date:  May 10, 2005                        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, 2005 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, 2005


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, 2005 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, 2005


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.