SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)


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


For the quarterly period ended September 30, 2004


                                       OR


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


                         Commission File Number 0-23972

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


        Massachusetts                                             13-6972380
-------------------------------                              -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               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  October  31,  2004,  8,335,639  shares  of  the  Registrant's  shares  of
beneficial interest, $0.10 par value, were outstanding.


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                                             September 30,   December 31,
                                                                                 2004           2003
                                                                             -------------   -----------
                                                                              (Unaudited)
<S>                                                                            <C>            <C>
ASSETS

  Investments in debt securities - available for sale                          $ 165,304      $ 167,260
  Real estate owned - held and used, net                                           7,648           --
  Real estate owned - subject to sales contracts                                  52,217         51,616
  Real estate owned - held for sale                                               17,924         25,802
  Notes receivable, net                                                           22,126         35,946
  Investment in ARCap                                                             20,240         20,240
  Investments in mortgage loans, net                                              19,440         13,864
  Revenue bonds - available for sale                                               6,721          7,586
  Cash and cash equivalents                                                       12,435          2,028
  Other assets                                                                     1,690          2,765
                                                                               ---------      ---------

Total assets                                                                   $ 325,745      $ 327,107
                                                                               =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Repurchase facilities payable                                                $ 144,605      $ 149,529
  Warehouse facility payable                                                      22,817         34,935
  Line of credit - due to related party                                           15,361             --
  Mortgage payable on real estate owned                                           15,993         15,993
  Interest rate derivatives                                                          136            278
  Accounts payable and accrued expenses                                              708          1,552
  Due to Advisor and affiliates                                                    1,216            590
  Distributions payable                                                            3,334          3,335
                                                                               ---------      ---------

Total liabilities                                                                204,170        206,212
                                                                               ---------      ---------

Commitments and contingencies

Shareholders' equity:

  Shares of beneficial interest: $.10 par value; 25,000 shares authorized;
   8,715 issued and 8,336 outstanding in 2004 and 8,713 issued and 8,338
   outstanding in 2003                                                               871            871
  Treasury shares of beneficial interest at par value: 379 shares in 2004
   and 375 shares in 2003                                                            (38)           (38)
  Additional paid-in capital                                                     126,759        126,779
  Deferred compensation                                                              (15)           (29)
  Distributions in excess of net income                                          (15,217)       (15,138)
  Accumulated other comprehensive income                                           9,215          8,450
                                                                               ---------      ---------

Total shareholders' equity                                                       121,575        120,895
                                                                               ---------      ---------

Total liabilities and shareholders' equity                                     $ 325,745      $ 327,107
                                                                               =========      =========

</TABLE>

           See accompanying notes to consolidated financial statements

                                       2
<PAGE>



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

<TABLE>
<CAPTION>

                                       Three Months Ended    Nine Months Ended
                                          September 30,        September 30,
                                      -------------------   -------------------
                                        2004       2003       2004       2003
                                      --------   --------   --------   --------
<S>                                   <C>        <C>        <C>        <C>
Revenues:
   Interest income:
     Debt securities                  $  2,426   $  2,364   $  7,169   $  6,216
     Mortgage loans                        394        418      1,189      2,181
     Notes receivable                      699        721      1,965      2,517
     Revenue bonds                         149         --        485         --
     Temporary investments                  12         37         32         52
   Rental income                           263         --        706         --
   Other income                            212         19        260         67
                                      --------   --------   --------   --------

     Total revenues                      4,155      3,559     11,806     11,033
                                      --------   --------   --------   --------

Expenses:
   Interest                              1,053        693      2,781      1,742
   General and administrative              372        152      1,015        577
   Fees to Advisor                         618        468      1,782      1,367
   Property operations                     182         --        477         --
   Depreciation                             59         --        367         --
   Amortization and other                   55        121        258        327
                                      --------   --------   --------   --------

     Total expenses                      2,339      1,434      6,680      4,013
                                      --------   --------   --------   --------

Other income:
   Dividends from investment in
     ARCap                                 600        600      1,800      1,800
   Income from real estate owned           833         51      2,998        113
   Net loss on repayments of
     debt securities                        --         --         --       (391)
                                      --------   --------   --------   --------

     Total other income                  1,433        651      4,798      1,522
                                      --------   --------   --------   --------

   Net income                         $  3,249   $  2,776   $  9,924   $  8,542
                                      ========   ========   ========   ========

   Net income per share
     (basic and diluted)              $   0.39   $   0.33   $   1.19   $   1.12
                                      ========   ========   ========   ========

   Weighted average shares
     outstanding:
     Basic                               8,336      8,338      8,337      7,623
                                      ========   ========   ========   ========
     Diluted                             8,336      8,347      8,341      7,634
                                      ========   ========   ========   ========

</TABLE>

          See accompanying notes to consolidated financial statements

                                       3
<PAGE>



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

<TABLE>
<CAPTION>

                                                            Nine months ended
                                                               September 30,
                                                           --------------------
                                                             2004        2003
                                                           --------    --------

<S>                                                        <C>         <C>
Cash flows from operating activities:
   Net income                                              $  9,924    $  8,542
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation expense                                       367          --
     Net loss on repayments of debt securities                   --         391
     Amortization expense                                       184         215
     Amortization of deferred income                           (178)       (244)
     Accretion of debt discount                                  70         133
     Other non-cash expense                                      20          --
   Changes in operating assets and liabilities:
     Accrued interest receivable                                622        (781)
     Other assets                                              (442)       (418)
     Due to Advisor and affiliates                              626          23
     Accounts payable and accrued expenses                     (333)        (37)
     Accrued interest payable                                  (511)        446
                                                           --------    --------

   Net cash provided by operating activities                 10,349       8,270
                                                           --------    --------

Cash flows from investing activities:
   Fundings of mortgage loans                                  (284)     (2,814)
   Repayments of mortgage loans                               1,306       9,463
   Initial funding of mortgage loans                         (6,554)    (34,477)
   Funding of notes receivable                               (4,023)       (758)
   Repayment of notes receivable                             21,099       4,057
   Purchase of notes receivable                              (3,122)    (19,472)
   Funding of debt securities                                (6,600)    (15,921)
   Repayments of debt securities                             16,754       8,396
   Purchase of debt securities                               (7,621)    (40,952)
   Principal repayments on revenue bonds                        841          --
                                                           --------    --------

Net cash provided by (used in) investing activities          11,796     (92,478)
                                                           --------    --------

</TABLE>

                                   continued

                                       4
<PAGE>



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

<TABLE>
<CAPTION>

                                                             Nine months ended
                                                               September 30,
                                                           --------------------
                                                             2004        2003
                                                           --------    --------

<S>                                                        <C>         <C>
Cash flows from financing activities:
   Proceeds from repurchase facilities                       13,322      97,260
   Repayments of repurchase facilities                      (18,246)    (44,433)
   Proceeds from warehouse facility                             943      11,741
   Repayments of warehouse facility                         (13,061)         --
   Proceeds from line of credit - due to related party       15,361          --
   Distribution paid to shareholders                        (10,005)     (9,216)
   Increase in distribution payable                              --         790
   Treasury stock purchases                                     (52)         --
   Issuance of common shares                                     --      27,456
                                                           --------    --------

Net cash (used in) provided by financing activities         (11,738)     83,598
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents         10,407        (610)
Cash and cash equivalents at the beginning
   of the year                                                2,028      10,404
                                                           --------    --------
Cash and cash equivalents at the end of the
   period                                                  $ 12,435    $  9,794
                                                           ========    ========
Supplemental information:
Interest paid                                              $  2,681    $  1,759
                                                           ========    ========

Conversion of mortgage loans to real estate owned          $     --    $ 40,145
                                                           ========    ========

</TABLE>

          See accompanying notes to consolidated financial statements

                                       5
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The consolidated  financial statements include the accounts of American Mortgage
Acceptance  Company  (the  "Company")  and its wholly  owned  subsidiaries.  All
intercompany accounts and transactions have been eliminated in consolidation.

The 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
the Company's  financial  position as of September 30, 2004,  and the results of
its operations and its 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 the Company's Form 10-K for the year ended December 31, 2003.

The Company's  annual  report on Form 10-K for the year ended  December 31, 2003
contains a summary of the Company's significant accounting policies.  There have
been no material  changes to these items since December 31, 2003, nor have there
been any new  accounting  pronouncements  pending  adoption  that  would  have a
significant impact on the Company's consolidated financial statements.

The preparation of the consolidated financial statements in conformity with GAAP
requires the Company to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities  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  September 2004, the Company  purchased two Fannie Mae DUS  certificates,
Bayou Pointe and Pomona with principal amounts of approximately $1.7 million and
$5.5  million,  respectively.  The  certificates  were  purchased at premiums of
approximately $55,000 and $455,000,  respectively, and bear interest at rates of
5.65% per year and 6.22% per year, respectively.



                                       6
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


Information regarding the Company's investment in debt securities is as follows:

                                                         (In thousands)

<TABLE>
<CAPTION>

                                                September 30,       December 31,
                                                    2004                2003
                                                -------------       ------------
<S>                                               <C>                 <C>
Amortized cost                                    $ 155,929           $ 158,533
                                                  ---------           ---------

Unrealized gains                                     10,434              10,040
Unrealized losses                                    (1,059)             (1,313)
                                                  ---------           ---------
Net unrealized gain                                   9,375               8,727
                                                  ---------           ---------
Fair value                                        $ 165,304           $ 167,260
                                                  =========           =========
</TABLE>

Of the  Company's  portfolio  of  debt  securities,  twelve  securities  with an
aggregate  fair value of $30.1  million are in an  unrealized  loss  position at
September 30, 2004. Eight of these  securities,  with an aggregate fair value of
$17.6 million,  have been in an unrealized loss position for more than one year.
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, the Company has the intent and
ability to hold these bonds to maturity, or at least until interest rates change
such that the fair value is no longer  less than book  value.  Accordingly,  the
Company has concluded that these impairments are temporary.

At September 30, 2004, approximately $155.2 million of these debt securities are
pledged as collateral under the Company's repurchase facilities (see Note 6).

NOTE 3 - NOTES RECEIVABLE

During June 2004, the Company  partially funded a $3.6 million loan for Woods of
Mandarin,  a 401-unit  multifamily  apartment  complex located in  Jacksonville,
Florida.  The Company's  fundings through September 30, 2004 were  approximately
$3.1 million. Approximately $500,000 will be funded in the future based upon the
properties' performance.  The loan, which matures June 2007, bears interest at a
rate of 13.5% per year.

During  September 2004, the Baywoods note in the amount of  approximately  $11.0
million  was  repaid  and the  Company  received  an exit  fee of  approximately
$109,000.  Also during September 2004, the Mountain Valley note in the amount of
approximately $6.3 million was repaid.




                                       7
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


NOTE 4 - REAL ESTATE OWNED

The Company  foreclosed on certain  mortgage loans and notes  receivable  during
2003 and,  as a result,  owns the related  real  estate.  Real  estate  owned at
September 30, 2004 consisted of the following:

<TABLE>
<CAPTION>

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

     Plaza at San Jacinto                   132   La Porte, TX      $ 7,648(1)
                                          =====                     =======

Real estate owned - subject to sales
------------------------------------
contracts (2) (3)
-----------------

     Concord at Little York                 276   Houston, TX       $16,440
     Concord at Gessner                     288   Houston, TX        17,508
     Concord at Gulfgate                    288   Houston, TX        18,269
                                          -----                     -------

     Total real estate owned -
       subject to sales contracts           852                     $52,217
                                          =====                     =======

Real estate owned - held for sale (4)
-------------------------------------

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

(1) Net of accumulated depreciation.
(2) In connection with the proposed sales, the Company has entered into a letter
    of intent under which UBS Real Estate  Investments,  Inc. will provide first
    mortgages  in the amount of  approximately  $42.0 to $44.0  million in these
    properties.  The Company will restructure its remaining balance due from the
    borrower in the form of mezzanine loans.
(3) Pledged as collateral under the warehouse facility (see Note 7).
(4) Subject to first mortgage financing of approximately $16.0 million.

NOTE 5 - INVESTMENTS IN MORTGAGE LOANS

During  September  2004,  the Company  funded a $4.6  million loan for the Pines
Apartments,  a  312-unit  multifamily  apartment  complex  located in Las Vegas,
Nevada.  The loan,  which matures  September  2007,  bears interest at a rate of
30-day  LIBOR  plus 875 basis  points  per year.  The  Company  received  a loan
origination fee of 1% in connection with this loan.

During  September  2004, the Company funded a $2.0 million loan for the Plaza at
Sawmill Place, a 195,000 square-foot shopping center located in Columbus,  Ohio.
The loan,  which  matures  October 2014,  bears  interest at a rate of 13.5% per
year.  Principal  and  interest  payments  are based on a  30-year  amortization
schedule with a 10-year balloon payout at maturity.


                                       8
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


During  September  2004, the Mountain  Valley  mezzanine loan in the approximate
amount of $776,000 was repaid along with the note  receivable  (See Note 3). The
Company  received exit fees totaling  approximately  $72,000 in connection  with
these loans.

NOTE 6 - REPURCHASE FACILITIES

The Company has repurchase facilities with three parties (the "Counterparties"),
which have no  expiration  dates and offer  advance rates between 94% and 97% of
the fair market value of GNMA and FNMA DUS certificates and borrowing rates from
30-day LIBOR minus 3 basis points to 30-day  LIBOR plus 10 basis  points,  which
terms may change at the  discretion of the  Counterparties.  The  borrowings are
typically subject to 30-day settlement terms and are subject to repricing at the
option of the  Counterparties.  As of  September  30, 2004,  $144.6  million was
outstanding  under these repurchase  facilities,  at a weighted average interest
rate of 2.16%.

Certain of the Company's debt securities are pledged as collateral in connection
with these repurchase facilities (see Note 2).

A  significant  risk  associated  with these  repurchase  facilities is that the
market  value of the  securities  held by the  Company  may decline and that the
Company would be required to post additional  collateral  and/or repay a portion
of the facility.

NOTE 7 - WAREHOUSE FACILITY

In April 2004, as originally  contemplated  under the mortgage warehouse line of
credit with Fleet National Bank (the "Warehouse  Facility"),  the time period on
which to initially  fund new projects  using this  Warehouse  Facility  expired.
Remaining balances outstanding are due August 2005.

In April 2004, the Company repaid the $4.6 million  outstanding  balance related
to the Del Mar Villas  loan.  The Del Mar Villas  note  receivable  is no longer
pledged as collateral under any debt facility.

During  September  2004,  the Baywoods note of  approximately  $11.0 million was
repaid (see Note 3) and the Company repaid the related $8.5 million  outstanding
balance under this Warehouse Facility.

During 2004, the Company posted three of its foreclosed properties as additional
collateral to the Warehouse Facility (see Note 4).


                                       9
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


NOTE 8 - RELATED PARTY TRANSACTIONS

The costs  incurred  to  related  parties  for the three and nine  months  ended
September 30, 2004 and 2003 were as follows:

(In thousands)

<TABLE>
<CAPTION>

                                     Three Months Ended       Nine Months Ended
                                       September 30,            September 30,
                                    -------------------      -------------------
                                      2004        2003         2004        2003
                                    -------     -------      -------     -------
<S>                                 <C>         <C>          <C>         <C>
Shared services expenses            $   199     $   275      $   555     $   598
Asset management fees                   324         266          942         769
Incentive management fee                 95         (73)         285          --
                                    -------     -------      -------     -------

                                    $   618     $   468      $ 1,782     $ 1,367
                                    =======     =======      =======     =======
</TABLE>

In June  2004,  the  Company  entered  into a  revolving  credit  facility  (the
"Revolving  Facility") with CharterMac,  an affiliated company and parent of the
Company's  Advisor,  Related  AMI,  Inc.  The  Revolving  Facility,  which is an
unsecured facility, will provide up to $20.0 million in borrowings to be used to
purchase  new  investments,  and bears  interest at 30-day  LIBOR plus 300 basis
points.  The  Revolving  Facility  is for a term  of one  year  with a  one-year
optional  extension  and  contains  customary  restrictions/covenants  that  are
similar to the Company's Warehouse Facility.  In the opinion of management,  the
terms  of  this  facility  are  consistent  with  those  of  transactions   with
independent third parties.

As of September 30, 2004, the Company has borrowed  approximately  $15.4 million
from the Revolving Facility to fund certain investments.

NOTE 9 - COMPREHENSIVE INCOME

Comprehensive  income for the nine months ended  September 30, 2004 and 2003 was
as follows:

(In thousands)

<TABLE>
<CAPTION>
                                                                           2004       2003
                                                                         --------   --------
<S>                                                                      <C>        <C>
Net income                                                               $  9,924   $  8,542
Net unrealized gain (loss) on interest rate derivatives arising during
  the period                                                                  142       (698)
Unrealized holding gain arising during the period                             624      3,722
Less: reclassification adjustment for loss included in net income              --        391
                                                                         --------   --------

Total comprehensive income                                               $ 10,690   $ 11,957
                                                                         ========   ========
</TABLE>


                                       10
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2004
                                   (Unaudited)


NOTE 10 - EARNINGS PER SHARE

(In thousands, except per share amounts)

<TABLE>
<CAPTION>

Three Months Ended September 30, 2004              Income      Shares      Per Share
                                                   ------      ------      ---------
<S>                                                <C>          <C>        <C>
   Basic EPS                                       $3,249       8,336      $   0.39
   Effect of dilutive securities                       --          --            --
                                                   ------      ------      --------
   Diluted EPS                                     $3,249       8,336      $   0.39
                                                   ======      ======      ========

Three Months Ended September 30, 2003

   Basic EPS                                       $2,776       8,338      $   0.33
   Effect of dilutive securities                       --           9            --
                                                   ------      ------      --------
   Diluted EPS                                     $2,776       8,347      $   0.33
                                                   ======      ======      ========

Nine Months Ended September 30, 2004

   Basic EPS                                       $9,924       8,337      $   1.19
   Effect of dilutive securities                       --           4            --
                                                   ------      ------      --------
   Diluted EPS                                     $9,924       8,341      $   1.19
                                                   ======      ======      ========

Nine Months Ended September 30, 2003

   Basic EPS                                       $8,542       7,623      $   1.12
   Effect of dilutive securities                       --          11            --
                                                   ------      ------      --------
   Diluted EPS                                     $8,542       7,634      $   1.12
                                                   ======      ======      ========
</TABLE>

NOTE 11 - SUBSEQUENT EVENTS

During October 2004, the Company purchased the Maple Street FNMA DUS certificate
with a principal  amount of $1.4 million.  This  certificate  was purchased at a
premium of approximately $58,000 and bears interest at a rate of 5.75% per year.

In  connection  with the  receipt  of funds  for the  Mountain  Valley  notes in
September  2004  (see  Notes 3 and 5),  the  Company  repaid  the  $5.3  million
outstanding  balance  related to the  Mountain  Valley loan under the  Warehouse
Facility in October 2004.



                                       11
<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 the Company and its management and involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include, among other things, the
following:  general  economic and business  conditions,  which will, among other
things,  affect the availability and  creditworthiness  of prospective  tenants,
lease rents and the terms and availability of financing;  adverse changes in the
real estate  markets  including,  among  other  things,  competition  with other
companies;  risks  of real  estate  development  and  acquisition;  governmental
actions  and  initiatives;  and  environment/safety  requirements.  Readers  are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.

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

In 2003, several loans went into default and the Company foreclosed upon and now
owns the  properties.  In certain  instances this required the Company to invest
additional  capital  to  acquire  senior  mortgage  positions  and  subsequently
foreclose its position to acquire the real estate securing the loans.

As a result of the  foreclosures,  the Company now has a  significant  amount of
real estate owned and mortgage loans payable on its balance sheet.  This results
in a reduction of certain interest income,  the recognition of rental income and
income from real estate owned,  and the  depreciation  of one of the  foreclosed
properties,  none of which  were  recorded  in the first half of 2003 (See "Real
Estate Owned" below).

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

The following is a summary of the Company's  operations for the three months and
nine months ended September 30, 2004 and 2003:

(In thousands)

<TABLE>
<CAPTION>

                    Three Months Ended September 30,  Nine Months Ended September 30,
                    --------------------------------  ------------------------------
                        2004       2003     Change      2004       2003      Change
                      -------    -------    ------    -------    -------    -------
<S>                   <C>        <C>          <C>     <C>        <C>        <C>
Total revenues        $ 4,155    $ 3,559      16.7%   $11,806    $11,033        7.0%
Total expenses          2,339      1,434      63.1      6,680      4,013       66.5
Total other income      1,433        651     120.1      4,798      1,522      215.2
                      -------    -------    ------    -------    -------    -------
Net income            $ 3,249    $ 2,776      17.0%   $ 9,924    $ 8,542       16.2%
                      =======    =======    ======    =======    =======    =======

</TABLE>

In both the three months and nine months ended  September  30, 2004, as compared
to the same 2003 periods, revenues and other income have increased mainly due to
an  increase  in  fundings  of  GNMA  certificates  and  revenues  generated  by
foreclosed properties.  Expenses have also increased for these periods due to an
increase  in expenses  related to the  foreclosed  properties  as well as higher
interest costs.


                                       12
<PAGE>



REVENUES

<TABLE>
<CAPTION>

                                        Three Months
                                           Ended               Nine Months Ended
                                        September 30             September 30
                                       % Change from             % Change from
                                         Prior Year               Prior Year
                                     ------------------        -----------------
<S>                                       <C>                       <C>
Interest income
   Debt securities                           2.6%                    15.3%
   Mortgage loans                           (5.7)                   (45.5)
   Notes receivable                         (3.1)                   (21.9)
   Revenue bonds                           100.0                    100.0
   Temporary investments                   (67.6)                   (38.5)
Rental income                              100.0                    100.0
Other income                              1015.8                     288.1
                                          ------                    -----

Total revenues                              16.7%                     7.0%
                                          ======                    =====
</TABLE>

At  September  30,  2004,  the  Company  had  approximately  $165.3  million  in
investments  in debt  securities  yielding a weighted  average  interest rate of
6.64% per year,  approximately  $22.0 million in investments in notes receivable
yielding a weighted average  interest rate of 8.90% per year, and  approximately
$26.2  million  in  mortgage  loans and other  investments  yielding  a weighted
average interest rate of 10.86% per year.

Interest  income from debt  securities  increased  for the three and nine months
ended  September 30, 2004,  as compared to 2003,  primarily due to the continued
advances on the Ellington Plaza GNMA certificate and the purchase of 15 FNMA DUS
certificates during 2003,  partially offset by the repayment of the Autumn Creek
GNMA certificate.

Interest  income from  mortgage  loans  decreased  for the three and nine months
ended  September 30, 2004, as compared to 2003,  primarily due to the receipt of
additional  interest  and  incremental   interest  due  upon  repayment  of  the
Stonybrook  II first  mortgage and  mezzanine  loan in 2003,  with no comparable
items in 2004.

Interest  income from notes  receivable  decreased for the three and nine months
ended  September 30, 2004, as compared to 2003,  primarily due to the default of
required debt service  payments  from  foreclosed  properties  (See "Real Estate
Owned" below).

Interest income from revenue bonds relates to taxable revenue bonds purchased in
October 2003.  These bonds carry a weighted  average  interest rate of 8.69% per
year.

Rental  income was recorded for the three and nine months  ended  September  30,
2004 due to the  reclassification  of the Plaza at San  Jacinto  as real  estate
owned - held and used (see "Real Estate Owned" below).

Other income  increased for the three and nine months ended  September 30, 2004,
as compared to 2003,  primarily  due to exit fees received from the repayment of
the Baywoods and Mountain Valley loans during the third quarter of 2004.




                                       13
<PAGE>

EXPENSES

<TABLE>
<CAPTION>

                                        Three Months
                                           Ended               Nine Months Ended
                                        September 30             September 30
                                       % Change from            % Change from
                                         Prior Year                Prior Year
                                       -------------           -----------------
<S>                                        <C>                      <C>
Interest                                    51.9%                    59.6%
General and administrative                 144.7                     75.9
Fees to Advisor                             32.1                     30.4
Property operations                        100.0                    100.0
Depreciation                               100.0                    100.0
Amortization and other                     (54.5)                   (21.1)
                                       -------------           -----------------

Total expenses                              63.1%                    66.5%
                                       =============           =================
</TABLE>

At  September  30,  2004,  the  Company had total debt of  approximately  $198.8
million with a weighted average interest rate of 3.1% per year. At September 30,
2003, the Company had total debt of approximately $161.2 million with a weighted
average interest rate of 1.8% per year.

Interest  expense  increased  for the three and nine months ended  September 30,
2004, as compared to 2003,  primarily due to the increased  borrowings  stemming
from the increased  investment  base. This increase can also be attributed to an
interest  rate swap  agreement,  put into place in April  2003,  and  increasing
interest rates during 2004.

General  and  administrative  expenses  increased  for the three and nine months
ended September 30, 2004, as compared to 2003,  primarily due to the increase in
legal fees related to foreclosed  properties,  the increase in  accounting  fees
related to Sarbanes-Oxley consulting services, and the increase of certain other
administrative costs.

Property  operations were recorded for the three and nine months ended September
30, 2004 due to the  reclassification of the Plaza at San Jacinto as real estate
owned - held and used (see "Real Estate Owned" below).

Depreciation  expense was recorded for the three and nine months ended September
30, 2004 relating to the  reclassification  of the Plaza at San Jacinto property
from real estate-held for sale to real estate owned-held and used.  Depreciation
was captured for the 2004 periods,  as well as  retroactively  for the full year
that the  property  was  classified  as held for sale (see "Real  Estate  Owned"
below).

OTHER INCOME

Other income  increased for the three and nine months ended  September 30, 2004,
as compared to 2003, due to the increase in net operating income recognized from
the operations of foreclosed properties (see "Real Estate Owned" below).

REAL ESTATE OWNED

During 2003,  five loans went into default and the Company  foreclosed  upon and
took ownership of the  properties.  The Company  reclassified  its investment in
these  foreclosed  properties as real  estate-held for sale on its balance sheet




                                       14
<PAGE>

and  recognized  income from the  operations of these  properties as income from
real  estate  owned  on its  income  statement.  As a result  of  these  unusual
circumstances,  there was a substantial  decrease in interest  income from these
loans.

During the fourth quarter of 2003, the Company sold three of the properties.  In
order to expedite  the  closings,  the Company  provided  100%  financing to the
buyer, via a bridge loan, which matures in April 2005. The Company receives 100%
of the properties'  cash flow until permanent  financing is in place. Due to the
fact that the Company provided 100% financing to the buyer,  these  transactions
did not  constitute  a sale in  accordance  with GAAP.  Therefore,  the  Company
continues to classify the properties as real estate owned on the balance sheet.

During the third  quarter  of 2004,  the  Company  has signed a letter of intent
under which UBS Real Estate  Investments,  Inc. will provide first  mortgages in
the amount of  approximately  $42.0 to $44.0 million for these  properties.  The
Company will restructure its remaining balance due from the borrower in the form
of mezzanine  loans.  The  financing is  anticipated  to occur  partially in the
fourth quarter of 2004, with the balance occurring in the first quarter of 2005.

During the first  quarter of 2004,  the Company  reclassified  one of the unsold
properties  as real estate owned for  operations.  As a result,  the Company has
begun to depreciate the property in 2004, as well as retroactively  for the full
year that the  property  was  classified  as held for  sale.  The  Company  also
recognizes the  property's  rental income and  operational  expenses in separate
line items on the income statement.

The Company has focused on increasing the occupancy  level and operating  income
of all of the properties owned to projected  stabilization  levels. The weighted
average  occupancy rate on the stabilized  properties at the time of foreclosure
was 81.4%.  The weighted  average  occupancy  rate on these same  properties  at
September  30,  2004  was  97.1%.  As a  result,  the  Company  has  experienced
increasing  yields on several of its  foreclosed  assets.  While  property level
operations  continue  to improve,  the  Company is  actively  seeking to sell or
refinance the properties with third parties so that the Company can redeploy the
capital invested into higher yielding investments.

OTHER ITEMS

The loss on the repayment of debt securities in 2003 related to the write-off of
a purchase premium upon repayment of a GNMA certificate.

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

Funds  from  operations  ("FFO"),  represents  net income or loss  (computed  in
accordance  with  GAAP),  excluding  gains (or losses)  from sales of  property,
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.   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  the  ability  of the  Company  to  incur  and  service  debt,  make  capital
expenditures, and to fund other cash needs.



                                       15
<PAGE>


FFO is summarized in the following table:

(In thousands)

<TABLE>
<CAPTION>

                                         Three Months Ended   Nine Months Ended
                                          September 30, 2004  September 30, 2004
                                          ------------------  ------------------
<S>                                            <C>                <C>
   Net income                                  $  3,249           $   9,924

   Add back: depreciation of real property           59                 367
                                               --------           ---------

   FFO                                         $  3,308           $  10,291
                                               ========           =========

   Cash flows from:
   Operating activities                        $  3,765           $  10,349
                                               ========           =========
   Investing activities                        $  3,113           $  11,796
                                               ========           =========
   Financing activities                        $  3,101           $ (11,738)
                                               ========           =========

   Weighted average shares outstanding:
   Basic                                          8,336               8,337
                                               ========           =========
   Diluted                                        8,336               8,341
                                               ========           =========
</TABLE>

For the 2003 periods, FFO was equal to net income, as the Company did not record
depreciation expense on any of its real estate owned.

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

SOURCES OF FUNDS

The Company  expects that cash  generated from its  investments,  as well as its
borrowing  capacity,  will meet its needs for  short-term  liquidity and will be
sufficient to pay all expenses and  distributions to its shareholders in amounts
sufficient to retain the Company's  REIT status in the  foreseeable  future.  In
order to qualify as a REIT under the  Internal  Revenue  Code,  as amended,  the
Company must, among other things, distribute at least 90% of its taxable income.
The Company believes that it is in compliance with the  REIT-related  provisions
of the Code.

The Company finances its investing activity primarily through borrowing from its
various  facilities at short-term  rates. At September 30, 2004, the Company had
approximately  $13.6  million  available  to borrow  under  its debt  facilities
without exceeding limits imposed by debt covenants and its declaration of trust.

From time to time,  the Company may also issue common  shares or other equity to
fund its  investing  activity.  In April 2003,  the  Company  completed a public
offering of  1,955,000  common  shares for net proceeds of  approximately  $27.5
million, which were used to fund investments.

The Company has the 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  Securities  and Exchange  Commission in
2002. If market  conditions  warrant,  the Company 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.




                                       16
<PAGE>


Additionally,  the  refinancing  of the  Concord  Properties  (see Note 4) could
generate  approximately $40.0 million of proceeds,  of which approximately $14.0
million would be used to repay the amount  borrowed from the Warehouse  Facility
to purchase the Gulfgate first mortgage.

In accordance with the Declaration of Trust, the Company is required to maintain
at least 40% of its investments in government-insured or guaranteed investments.
At September 30, 2004,  the Company owned  approximately  $165.3 million in GNMA
and FNMA certificates, representing approximately 50.7% of the Company's assets.

SUMMARY OF CASH FLOWS

During the nine months ended  September 30, 2004, as compared to the nine months
ended September 30, 2003, the net change in cash and cash equivalents  increased
approximately  $11.0  million.  Operating  cash flows  improved by $2.1  million
primarily  due  to  higher  earnings  and  favorable   variances  in  timing  of
receivables collected.  An increase in net cash provided by investing activities
(approximately  $104.3  million)  offset  by a  decrease  in net  cash  used  in
financing activities  (approximately $95.3 million) was due to a higher level of
investing activity in debt securities,  mortgage loans, and mezzanine and bridge
loans during the 2003 period.  The lower level of investing in 2004 corresponded
to the decrease in net borrowings.

OTHER

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

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

Of the total distributions of $10.0 million and $9.2 million for the nine months
ended  September 30, 2004 and 2003,  respectively,  $79,547  ($0.01 per share or
0.80%) and $674,491 ($0.09 per share or 7.32%),  represented a return of capital
determined  in accordance  with GAAP.  As of September  30, 2004,  the aggregate
amount of  distributions  made since the initial  public  offering  representing
returns of capital,  in accordance with GAAP, was $15.2 million.  The portion of
the distributions  which constituted a return of capital was significant  during
the Company's initial acquisition stage in order to maintain level distributions
to shareholders during that period.

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

The Company's  annual  report on Form 10-K for the year ended  December 31, 2003
contains a summary of the Company's  guarantees  and  off-balance  arrangements.
There have been no material changes to these items since December 31, 2003.

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


                                       17
<PAGE>

CONTRACTUAL OBLIGATIONS

In conducting business, the Company enters into various contractual obligations.
Details  of  these  obligations,  including  expected  settlement  periods,  are
contained below.

                                                 Payments Due by Period

                                                      (In thousands)
<TABLE>
<CAPTION>
                                             Less than     1 - 3    3 - 5    More than
                                   Total      1 Year       Years    Years     5 Years
                                 --------    --------    --------   -----    --------
<S>                              <C>         <C>         <C>         <C>          <C>
Debt:
 Lines of credit:
  Repurchase facilities          $144,605    $144,605    $     --    $--     $     --
  Warehouse facility               22,817      22,817          --     --           --
  Line of credit - due to
    related party                  15,361          --      15,361     --           --
  Mortgage loan                    15,993          --          --     --       15,993
Funding Commitments:
  Standby and forward bridge
   loan commitments                 3,276       2,381         895     --           --
  Standby and forward
   mezzanine loan commitments         435         435          --     --           --
  Forward GNMA commitments          3,692       3,692          --     --           --
                                 --------    --------    --------    ---     --------

Total                            $206,179    $173,930    $ 16,256    $--     $ 15,993
                                 ========    ========    ========    ===     ========
</TABLE>

(1) Represents  contractual  maturity  of mortgage  loan on real  estate  owned.
    However, it is the Company's intention to find a buyer for the property.


CONTINGENT OBLIGATIONS

Stabilization Guarantees
------------------------

The Company's  stabilization loan guarantee on Village at Meadowbend has expired
during the fourth quarter of 2004.

The Company's  stabilization  loan  guarantee on Colorado  Creekside  Apartments
expired in October 2004. The project is currently seeking permanent financing on
the  property.  In the event that the property  does not obtain  financing,  the
Company may be called upon to fund this loan, in the approximate  amount of $7.5
million, which would result in an investment on the Company's books. The outcome
of any possible  fundings  cannot be  determined by the Company as of the filing
date of this document.

                                       18
<PAGE>



Inflation

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

INTEREST RATE RISK

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

The Company's  operating results depend in large part on differences between the
income from its assets (net of credit losses) and its borrowing  costs.  Most of
the  Company's  assets  generate  fixed returns and have terms in excess of five
years.  The Company  funds the  origination  and  acquisition  of a  significant
portion of these  assets with  borrowings  that have  interest  rates that reset
relatively rapidly, such as monthly or quarterly. In most cases, the income from
assets will respond more slowly to interest rate  fluctuations  than the cost of
borrowings,  creating a mismatch  between  asset  yields  and  borrowing  rates.
Consequently, changes in interest rates, particularly short-term interest rates,
may influence the Company's net income.  The Company's  borrowings bear interest
at rates that fluctuate with 30-day LIBOR.

Various  financial  vehicles  exist  which  would allow  Company  management  to
mitigate the impact of interest rate  fluctuations  on the Company's  cash flows
and earnings. During March 2003, upon management's analysis of the interest rate
environment and the costs and risks of such strategies, the Company entered into
a five-year  interest rate swap  agreement with Fleet National Bank ("Fleet") in
order to hedge against increases in the floating interest rate on its Repurchase
Facilities.  The  Company  has  agreed to pay Fleet a fixed  3.48% on a notional
amount of $30.0  million,  and in return,  Fleet will pay the Company 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 Fleet to meet the
terms of the contracts with the Company; however, there is no current indication
of such an inability.

Based on the $152.8 million unhedged portion of the $182.8 million of borrowings
outstanding  at  September  30,  2004,  a 1% change in LIBOR  would  impact  the
Company's  annual  net  income and cash  flows by  approximately  $1.5  million.
However,  as the interest income from loans made by the Company is also based on
LIBOR, a 1% increase in LIBOR would increase the Company's annual net income and
cash flows from such loans by  approximately  $88,000.  Increases in these rates
would  decrease  the net income and market  value of the  Company's  net assets.
Interest rate fluctuations  that result in interest expense  exceeding  interest
income would result in operating losses.

ITEM 4.  CONTROLS AND PROCEDURES

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



                                       19
<PAGE>


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




                                       20
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS - None

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

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

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

ITEM 5.  OTHER INFORMATION - None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

     Reports on Form 8-K

     The  following  8-K  reports  were  filed  or  furnished,  as  noted in the
     applicable Form 8-K, for the quarter ended September 30, 2004.

     Current  report on form 8-K,  furnished on August 3, 2004,  relating to the
     press release regarding the Company's second quarter results.



                                       21
<PAGE>



                                   SIGNATURES



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



                      AMERICAN MORTGAGE ACCEPTANCE COMPANY
                                  (Registrant)



Date: November 2, 2004                By:  /s/ Stuart J. Boesky
                                           --------------------
                                           Stuart J. Boesky
                                           Chairman of the Board of Trustees,
                                           President and Chief Executive Officer



Date: November 2, 2004                By:  /s/ Alan P. Hirmes
                                           ------------------
                                           Alan P. Hirmes
                                           Managing Trustee and
                                           Chief Financial Officer



<PAGE>



                                                                    Exhibit 31.1


                                  CERTIFICATION

I, Stuart J. Boesky, hereby certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending September 30, 2004 of American Mortgage Acceptance Company;

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

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

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

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

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures as of September 30, 2004 (the "Evaluation Date"); and

         c)  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 officers 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:  November 2, 2004                             By:  /s/ Stuart J. Boesky
       ----------------                                  --------------------
                                                         Stuart J. Boesky
                                                         Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2


                                  CERTIFICATION

I, Alan P. Hirmes, hereby certify that:

     1.  I have  reviewed  this  quarterly  report on Form  10-Q for the  period
         ending September 30, 2004 of American Mortgage Acceptance Company;

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

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

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

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

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and procedures as of September 30, 2004 (the "Evaluation Date"); and

         c)  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 officers 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:  November 2, 2004                             By:  /s/ Alan P. Hirmes
       ----------------                                  ------------------
                                                         Alan P. Hirmes
                                                         Chief Financial Officer


<PAGE>


                                                                    Exhibit 32.1



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


In connection with the Quarterly Report of American Mortgage  Acceptance Company
(the  "Company") on Form 10-Q for the period ending  September 30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Stuart J. Boesky, Chief Executive Officer of the Company,  certify,  pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that:


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


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



By:  /s/ Stuart J. Boesky
     --------------------
     Stuart J. Boesky
     Chief Executive Officer
     November 2, 2004


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



<PAGE>


                                                                    Exhibit 32.2



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


In connection with the Quarterly Report of American Mortgage  Acceptance Company
(the  "Company") on Form 10-Q for the period ending  September 30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Alan P. Hirmes, Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:


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


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



By:  /s/ Alan P. Hirmes
     ------------------
     Alan P. Hirmes
     Chief Financial Officer
     November 2, 2004


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