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 June 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
                                        -----  -----


<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>
                                                                     June 30,   December 31,
                                                                       2004        2003
                                                                   -----------  -----------
                                                                   (Unaudited)

ASSETS
<S>                                                                 <C>          <C>
  Investments in debt securities - available for sale               $ 156,117    $ 167,260
  Real estate owned - held and used, net                                7,631           --
  Real estate owned - subject to sales contracts                       52,106       51,616
  Real estate owned - held for sale                                    17,924       25,802
  Notes receivable, net                                                36,904       35,946
  Investment in ARCap                                                  20,240       20,240
  Investments in mortgage loans, net                                   13,552       13,864
  Revenue bonds - available for sale                                    6,793        7,586
  Cash and cash equivalents                                             2,456        2,028
  Other assets                                                          1,883        2,765
                                                                    ---------    ---------

Total assets                                                        $ 315,606    $ 327,107
                                                                    =========    =========


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Repurchase facilities payable                                     $ 142,368    $ 149,529
  Warehouse facility payable                                           30,858       34,935
  Line of credit - due to related party                                 3,122           --
  Mortgage payable on real estate owned                                15,993       15,993
  Interest rate derivatives                                               332          278
  Accounts payable and accrued expenses                                   507        1,552
  Due to Advisor and affiliates                                           937          590
  Distributions payable                                                 3,335        3,335
                                                                    ---------    ---------

Total liabilities                                                     197,452      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                                          126,742      126,779
  Deferred compensation                                                    (6)         (29)
  Distributions in excess of net income                               (15,132)     (15,138)
  Accumulated other comprehensive income                                5,717        8,450
                                                                    ---------    ---------

Total shareholders' equity                                            118,154      120,895
                                                                    ---------    ---------

Total liabilities and shareholders' equity                          $ 315,606    $ 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   Six Months Ended
                                               June 30,            June 30,
                                          -----------------   -----------------

                                            2004      2003      2004      2003
                                          -------   -------   -------   -------

Revenues:
   Interest income:
<S>                                       <C>       <C>       <C>       <C>
     Debt securities                      $ 2,406   $ 1,980   $ 4,743   $ 3,852
     Mortgage loans                           377       356       795     1,763
     Notes receivable                         599       878     1,266     1,796
     Revenue bonds                            168        --       336        --
     Temporary investments                      8         7        20        15
   Rental income                              181        --       444        --
   Other income                                34        20        48        48
                                          -------   -------   -------   -------

     Total revenues                         3,773     3,241     7,652     7,474
                                          -------   -------   -------   -------

Expenses:
   Interest                                   836       643     1,728     1,050
   General and administrative                 387       182       643       425
   Fees to Advisor                            682       456     1,164       899
   Property operations                         43        --       294        --
   Depreciation                                59        --       308        --
   Amortization and other                      64        49       203       206
                                          -------   -------   -------   -------

     Total expenses                         2,071     1,330     4,340     2,580
                                          -------   -------   -------   -------

Other income:
   Equity in earnings of ARCap                600       600     1,200     1,200
   Income from real estate owned            1,049        62     2,164        62
   Net loss on repayment of debt
     securities                                --        --        --      (391)
                                          -------   -------   -------   -------


     Total other income                     1,649       662     3,364       871
                                          -------   -------   -------   -------

   Net income                             $ 3,351   $ 2,573   $ 6,676   $ 5,765
                                          =======   =======   =======   =======

   Net income per share (basic
     and diluted)                         $  0.40   $  0.32   $  0.80   $  0.79
                                          =======   =======   =======   =======


   Weighted average shares
     outstanding:
     Basic                                  8,336     8,144     8,337     7,259
                                          =======   =======   =======   =======
     Diluted                                8,336     8,159     8,345     7,273
                                          =======   =======   =======   =======

</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>
                                                           ====================
                                                             Six Months Ended
                                                                 June 30,
                                                           --------------------
                                                             2004        2003
                                                           --------    --------

Cash flows from operating activities:
<S>                                                        <C>         <C>
   Net income                                              $  6,676    $  5,765
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation expense                                       308          --
     Net loss on repayments of debt securities                   --         391
     Amortization expense                                       123         127
     Amortization of deferred income                           (117)       (224)
     Accretion of debt discount                                  46         107
     Other non-cash expense                                      20          --
   Changes in operating assets and liabilities:
     Accrued interest receivable                                774        (448)
     Other assets                                              (548)       (159)
     Due to (from) Advisor and affiliates                       347         (35)
     Accounts payable and accrued expenses                     (458)       (304)
     Accrued interest payable                                  (587)        232
                                                           --------    --------

   Net cash provided by operating activities                  6,584       5,452
                                                           --------    --------

Cash flows from investing activities:
   Funding of mortgage loans                                   (189)    (10,356)
   Repayments of mortgage loans                                 531       9,464
   Funding of notes receivable                               (3,722)    (21,461)
   Repayment of notes receivable                              2,852       4,057
   Repayments of debt securities                             15,018       8,232
   Investment in debt securities                             (6,600)    (43,304)
   Principal repayments on revenue bonds                        793          --
   Increase in restricted cash                                   --      (8,282)
   Other                                                         --          76
                                                           --------    --------
Net cash provided by (used in) investing activities           8,683     (61,574)
                                                           --------    --------
</TABLE>

                                    continued

                                       4
<PAGE>




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


<TABLE>
<CAPTION>
                                                          ====================
                                                             Six Months Ended
                                                                 June 30,
                                                           --------------------
                                                             2004        2003
                                                           --------    --------


Cash flows from financing activities:
<S>                                                        <C>         <C>
   Proceeds from repurchase facilities                        9,653      54,913
   Repayments of repurchase facilities                      (16,814)    (37,076)
   Proceeds from warehouse facility                             484       8,872
   Repayments of warehouse facility                          (4,561)         --
   Proceeds from line of credit - due to related party        3,122          --
   Distribution paid to shareholders                         (6,671)     (5,091)
   Deferred financing costs                                      --          33
   Treasury stock purchases                                     (52)         --
   Issuance of common shares                                     --      27,473
                                                           --------    --------

Net cash (used in) provided by  financing activities        (14,839)     49,124
                                                           --------    --------

Net increase (decrease) in cash and cash equivalents            428      (6,998)
Cash and cash equivalents at the beginning
   of the year                                                2,028      10,404
                                                           --------    --------
Cash and cash equivalents at the end of the
   period                                                  $  2,456    $  3,406
                                                           ========    ========
Supplemental information:
Interest paid                                              $  1,704    $  1,029
                                                           ========    ========

Conversion of mortgage loans to real estate owned                      $  7,920
                                                                       ========

</TABLE>

          See accompanying notes to consolidated financial statements

                                       5
<PAGE>



              AMERICAN MORTGAGE ACCEPTANCE COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 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 June 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 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.

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.

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

NOTE 2 - INVESTMENTS IN DEBT SECURITIES - AVAILABLE FOR SALE

<TABLE>
<CAPTION>
                                                           (In thousands)

                                                       June 30,     December 31,
                                                         2004          2003
                                                      ---------     -----------
<S>                                                   <C>            <C>
Amortized cost                                        $ 150,068      $ 158,533
Unrealized gains                                          8,894         10,040
Unrealized losses                                        (2,845)        (1,313)
                                                      ---------      ---------
Net unrealized gain                                       6,049          8,727
                                                      ---------      ---------
Fair value                                            $ 156,117      $ 167,260
                                                      =========      =========
</TABLE>

Of the Company's  portfolio of debt securities,  16 securities with an aggregate
fair value of $40.1 million are in an unrealized loss position at June 30, 2004.
All of these  securities  have been in an unrealized loss position for less 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



                                       6
<PAGE>

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



such that the fair value is no longer  less than book  value.  Accordingly,  the
Company has concluded that these impairments are temporary.

At June 30, 2004,  approximately $140.8 million of these investments are pledged
as collateral under the repurchase facilities.

NOTE 3 - NOTES RECEIVABLE

During June 2004, the Company partially funded a $3.6 million mezzanine loan for
Woods  of  Mandarin,  a  401-unit  multifamily   apartment  complex  located  in
Jacksonville,  Florida.  The Company's  initial funding was  approximately  $3.1
million. The loan, which matures June 2007, bears interest at a rate of 13.5%.

NOTE 4 - REAL ESTATE OWNED

The Company  foreclosed on certain  mortgage loans and notes  receivable  during
2003. Real estate owned at June 30, 2004 consisted of the following:

(Dollars in thousands)
<TABLE>
<CAPTION>
                                                  Number of                        Carrying
                                                    Units         Location           Value
                                                 -----------   ---------------     ----------

Real estate owned - held and used
---------------------------------

<S>                                                  <C>       <C>                 <C>
     Plaza at San Jacinto                            132       La Porte, TX        $ 7,631(1)
                                                     ===                           =======

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

     Concord at Little York                          276       Houston, TX         $16,402
     Concord at Gessner (2)                          288       Houston, TX          17,469
     Concord at Gulfgate                             288       Houston, TX          18,235
                                                     ---                           -------

     Total real estate owned -
       subject to sales contracts                    852                           $52,106
                                                     ===                           =======

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

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

(1) Net of accumulated depreciation.
(2) Pledged as collateral under the warehouse facility (see note 6).

NOTE 5 - REPURCHASE FACILITIES

In January 2004, Nomura Securities  International Inc.  ("Nomura")  notified the
Company that it intended to terminate  the  Company's  repurchase  facility.  In
February 2004,  the Company  executed  repurchase  agreements  (the  "Repurchase
Facilities") with three other parties (the "Counterparties"), and in March 2004,
the Company received new funding and repaid the amounts due to Nomura.

The terms of the new Repurchase Facilities, which have no expiration date, 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



                                       7
<PAGE>


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



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
June 30, 2004, $142.4 million was outstanding under these Repurchase Facilities,
at a weighted average interest rate of 1.68%.

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

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

NOTE 6 - WAREHOUSE FACILITY

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

During 2004, the Company  posted one of its foreclosed  properties as additional
collateral to the Warehouse Facility.


NOTE 7 - RELATED PARTY TRANSACTIONS

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

(In thousands)
<TABLE>
<CAPTION>
                                      Three Months Ended       Six Months Ended
                                           June 30,                June 30,
                                      ------------------      ------------------

                                       2004        2003        2004        2003
                                      ------      ------      ------      ------
<S>                                   <C>         <C>         <C>         <C>
Shared services expenses              $  187      $  186      $  356      $  333
Asset management fees                    305         254         618         503
Incentive management fee                 190          16         190          63
                                      ------      ------      ------      ------

                                      $  682      $  456      $1,164      $  899
                                      ======      ======      ======      ======
</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 outside advisor, Related AMI, Inc. The Revolving Facility will provide
up to $20.0  million in  borrowings  and bears  interest at 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  which 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.




                                       8
<PAGE>

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



As of June 30, 2004,  the Company has borrowed  approximately  $3.1 million from
the Revolving Facility to fund the Woods of Mandarin investment (see Note 3).

NOTE 8 - COMPREHENSIVE INCOME

Comprehensive  income  for the six months  ended  June 30,  2004 and 2003 was as
follows:

(In thousands)
<TABLE>
<CAPTION>
                                                                               2004        2003
                                                                             --------    --------
<S>                                                                          <C>         <C>
Net income                                                                   $  6,676    $  5,765
Net unrealized loss on interest rate derivatives arising during the period        (54)     (1,234)
Unrealized holding (loss) gain arising during the period                       (2,679)      8,689
Less: reclassification adjustment for loss included in net income                  --         391
                                                                             --------    --------

Total comprehensive income                                                   $  3,943    $ 13,611
                                                                             ========    ========
</TABLE>

NOTE 9 - EARNINGS PER SHARE

(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended June 30, 2004                   Income      Shares    Per Share
                                                   ------      ------    ---------
<S>                                                <C>          <C>        <C>
   Basic EPS                                       $3,351       8,336      $0.40
   Effect of dilutive securities                       --          --         --
                                                   ------      ------      -----
   Diluted EPS                                     $3,351       8,336      $0.40
                                                   ======      ======      =====


Three Months Ended June 30, 2003

   Basic EPS                                       $2,573       8,144      $0.32
   Effect of dilutive securities                       --          15         --
                                                   ------      ------      -----
   Diluted EPS                                     $2,573       8,159      $0.32
                                                   ======      ======      =====


Six Months Ended June 30, 2004

   Basic EPS                                       $6,676       8,337      $0.80
   Effect of dilutive securities                       --           8         --
                                                   ------      ------      -----
   Diluted EPS                                     $6,676       8,345      $0.80
                                                   ======      ======      =====


Six Months Ended June 30, 2003


   Basic EPS                                       $5,765       7,259      $0.79
   Effect of dilutive securities                       --          14         --
                                                   ------      ------      -----
   Diluted EPS                                     $5,765       7,273      $0.79
                                                   ======      ======      =====

</TABLE>


                                       9
<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
six months ended June 30, 2004 and 2003:

(In thousands)
<TABLE>
<CAPTION>
                        Three Months Ended June 30,    Six Months Ended June 30,
                        --------------------------    --------------------------
                         2004      2003     Change     2004      2003     Change
                        ------    ------    ------    ------    ------    ------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>
Total                   $3,773    $3,241     16.4%    $7,652    $7,474      2.4%
revenues
Total
expenses                 2,071     1,330     55.7      4,340     2,580     68.2
Total other
 income                  1,649       662    149.1      3,364       871    286.2
                        ------    ------    ------    ------    ------    ------

Net income              $3,351    $2,573     30.2%    $6,676    $5,765     15.8%
                        ======    ======    ======    ======    ======    ======

</TABLE>

In both the three  months and six months  ended June 30, 2004 as compared to the
comparable 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.


                                       10
<PAGE>



REVENUES
<TABLE>
<CAPTION>
                                              Three Months         Six Months
                                             Ended June 30       Ended June 30
                                             % Change from       % Change from
                                               Prior Year          Prior Year
                                            ----------------    ----------------

Interest income
<S>                                             <C>                 <C>
   Debt securities                               21.5%               23.1%
   Mortgage loans                                 5.9               (54.9)
   Notes receivable                             (31.8)              (29.5)
   Revenue bonds                                100.0               100.0
   Temporary investments                         14.3                33.3
Rental income                                   100.0               100.0
Other income                                     70.0                  --
                                                -----               -----

Total revenues                                   16.4%                2.4%
                                                =====               =====
</TABLE>

At June 30, 2004, the Company had approximately $156.1 million in investments in
debt securities yielding a weighted average interest rate of 6.8%, approximately
$36.9  million in  investments  in bridge  loans  yielding  a  weighted  average
interest rate of 7.8%,  and  approximately  $20.3  million in other  investments
yielding a weighted average interest rate of 10.5%.

Interest  income  from debt  securities  increased  for the three and six months
ended  June 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.

Interest  income from mortgage  loans  increased for the three months ended June
30,  2004,  as compared to 2003,  primarily  due to  additional  fundings on the
Villas at Highpoint  mezzanine loan during 2004.  Interest  income from mortgage
loans  decreased  for the six months ended June 30,  2004,  as compared to 2003,
primarily due to the receipt of  additional  interest and  prepayment  penalties
from the  repayment of the  Stonybrook II first  mortgage and mezzanine  loan in
2003, with no comparable items in 2004.

Interest  income from notes  receivable  decreased  for the three and six months
ended June 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 nine  taxable  revenue  bonds
purchased in October 2003. These bonds carry a weighted average interest rate of
8.69%.

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

EXPENSES
<TABLE>
<CAPTION>
                                                Three Months       Six Months
                                                Ended June 30     Ended June 30
                                               % Change from      % Change from
                                                 Prior Year        Prior Year
                                               --------------    ---------------
<S>                                                <C>               <C>
Interest                                            30.0%             64.6%
General and administrative                         112.6              51.3
Fees to Advisor                                     49.6              29.5
Property operations                                100.0             100.0
Depreciation                                       100.0             100.0
Amortization and other                              30.6              (1.5)
                                                   -----             -----

Total expenses                                      55.7%             68.2%
                                                   =====             =====
</TABLE>



                                       11
<PAGE>

At June 30, 2004,  the Company had total debt of  approximately  $192.3  million
with a weighted average interest rate of 2.5%. At June 30, 2003, the Company had
a total debt of  approximately  $123.4 million with a weighted  average interest
rate of 2.0%.

Interest expense  increased for the three and six months ended June 30, 2004, as
compared to 2003,  primarily  due to the  increased  borrowings on the Warehouse
Facility,  additional borrowings under the Repurchase Facilities, as well as the
addition of an  interest  rate swap  agreement  that was put into place in April
2003.

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

Depreciation  expense was  recorded  for the three and six months ended June 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 six months  ended June 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
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. The Company
is  currently  working with the buyer to obtain  third party  financing  for the
properties.  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 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, and has been
successful, in some cases. 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 June 2004 was 94.6%.  As a result,  the Company
has  experienced  increasing  yields on several  of its  foreclosed  assets.  As
property level operations continue to improve,  the Company will seek to sell or
refinance the  properties  with third parties such that the Company can redeploy
the capital invested into higher yielding investments.



                                       12
<PAGE>


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.  There are no
material legal or functional  restrictions  on the use of FFO. FFO should not be
considered  as an  alternative  to net income as an indicator  of the  Company's
operating  performance  or as an  alternative  to cash  flows  as a  measure  of
liquidity.   Management  considers  FFO  a  supplemental  measure  of  operating
performance,  and,  along with cash 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.

FFO is summarized in the following table:

(In thousands)
<TABLE>
<CAPTION>
                                                Three Months    Six Months
                                                   Ended          Ended
                                               June 30, 2004  June 30, 2004
                                               -------------  -------------

<S>                                               <C>            <C>
Net income                                        $  3,351       $  6,676

Add back: depreciation of real property                 59            308
                                                  --------       --------

FFO                                               $  3,410       $  6,984
                                                  ========       ========

Cash flows from:
Operating activities                              $  3,461       $  6,584
                                                  ========       ========
Investing activities                              $ (4,002)      $  8,683
                                                  ========       ========
Financing activities                              $ (7,864)      $(14,839)
                                                  ========       ========

Weighted average shares outstanding:
Basic                                                8,336          8,337
                                                  ========       ========
Diluted                                              8,336          8,345
                                                  ========       ========
</TABLE>

For the 2003 periods,  FFO is 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.



                                       13
<PAGE>


The Company finances its investing activity primarily through borrowing from its
various  facilities at short-term  rates.  Under the  Company's  declaration  of
trust,  it may incur  permanent  indebtedness of up to 50% of total market value
calculated at the time the debt is incurred.  Permanent indebtedness and working
capital  indebtedness  may not, in the  aggregate,  exceed 100% of the Company's
total market  value.  At June 30, 2004,  the Company's  total market  value,  as
defined  in the  Declaration  of Trust as the sum of its  debt and  equity,  was
approximately  $306.7 million.  At June 30, 2004, the Company had  approximately
$18.5 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 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.

The  Company  generally  seeks to maintain  at least 40% of its  investments  in
government-insured  or  guaranteed  investments.  At June 30, 2004,  the Company
owned approximately  $156.1 million in GNMA and FNMA certificates,  representing
approximately 49.5% of the Company's assets.

SUMMARY OF CASH FLOWS

During the six months ended June 30,  2004,  as compared to the six months ended
June  30,  2003,  the  net  change  in  cash  and  cash  equivalents   increased
approximately $7.4 million. Operating cash flows improved by $1.1 million due to
higher earnings and favorable variances in timing of receivables  collected.  An
increase  in net cash  provided by  investing  activities  (approximately  $70.3
million)  offset  by a  decrease  in  net  cash  used  in  financing  activities
(approximately $64.0 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  made in the first six months of 2004 and 2003, none
were  determined  to be returns of capital.  As of June 30, 2004,  the aggregate
amount of  distributions  made since the initial  public  offering  representing
returns of capital,  in accordance  with GAAP, is $15.1 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.



                                       14
<PAGE>

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

CONTRACTUAL OBLIGATIONS

In conducting business, the Company enters 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   1 - 3     3 - 5  More than
                                 Total      1 Year     Years     Years   5 Years
                                --------   --------   --------  ------  --------
Debt:
 Lines of credit:
<S>                             <C>        <C>        <C>        <C>    <C>
  Repurchase facilities         $142,368   $142,368   $     --   $ --   $     --
  Warehouse facility              30,858     27,792      3,066     --         --
  Line of credit - due to
    related party                  3,122      3,122
  Mortgage loan                   15,993         --         --     --     15,993
Contingent liabilities:
  Standby and forward
   bridge loan commit-
   ments                           6,697      2,978      3,719     --         --
  Standby and forward
   mezzanine loan com-
   mitments                          530        530         --     --         --
  Forward GNMA com-
  mitments                         3,691      3,691         --     --         --
  Stabilization loan
  guarantees                      19,205     19,205         --     --         --
                                --------   --------   --------   ----   --------
Total                           $222,464   $199,686   $  6,785   $ --   $ 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.


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  which have  interest  rates that reset
relatively rapidly, such as monthly or quarterly. In most cases, the income from
assets will respond more slowly to interest rate  fluctuations  than the cost of
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 LIBOR.



                                       15
<PAGE>

Various  financial  vehicles  exist  which  would allow  Company  management  to
mitigate the impact of interest rate  fluctuations  on the Company's  cash flows
and earnings. During March 2003, upon management's analysis of the interest rate
environment and the costs and risks of such strategies, the Company entered into
an  interest  rate  swap in order to hedge  against  increases  in the  floating
interest  rate on its  Repurchase  Facilities.  On March 25,  2003,  the Company
entered into a five-year  interest rate swap  agreement with Fleet National Bank
("Fleet")  whereby  the  Company  has  agreed  to pay  Fleet a fixed  3.48% on a
notional amount of $30 million. In return, Fleet will pay the Company a floating
rate equivalent to the 30-day LIBOR rate on the same notional amount. 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 $146.3 million unhedged portion of the $176.3 million of borrowings
outstanding  at June 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 under the Warehouse  Facility are
also based on LIBOR, a 1% increase in LIBOR would increase the Company's  annual
net income and cash flows from such loans by approximately  $284,000.  Increases
in these rates will  decrease the net income and market  value of the  Company's
net assets. Interest rate fluctuations that result in interest expense exceeding
interest income would result in operating losses.

REAL ESTATE RISK

With respect to the properties which serve as direct and indirect collateral for
the Company's debt  securities,  multifamily and commercial  property values and
net operating  income derived from such properties are subject to volatility and
may be affected adversely by a number of factors, including, but not limited to,

o    national,  regional and local economic  conditions  (which may be adversely
     affected by industry slowdowns and other factors);

o    local real estate  conditions  (such as an oversupply  of housing,  retail,
     industrial, office or other commercial space);

o    changes or continued weakness in specific industry segments;

o    construction quality, age and design;

o    demographic factors;

o    retroactive changes to building or similar codes; and

o    increases in operating expenses (such as energy costs).

In the event net  operating  income  decreases,  a borrower may have  difficulty
paying the Company's mortgage loan, which could result in losses to the Company.
In addition, decreases in property values reduce the value of the collateral and
the potential  proceeds  available to a borrower to repay the Company's mortgage
loans,  which could also cause the Company to suffer losses.  Further, a decline
in the real  estate  market in the regions  where the Company now owns  property
could decrease  operating  results of those  properties and impair their values,
lowering the likely proceeds to be received when sold.

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


                                       16
<PAGE>


     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.

(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.



                                       17
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS - None

ITEM 2. CHANGES IN  SECURITIES,  USE OF PROCEEDS AND ISSUER  PURCHASES OF EQUITY
SECURITIES

         The following  table sets forth  information  with respect to purchases
         made by the Company of its common  shares  during the six months  ended
         June 30, 2004.
<TABLE>
<CAPTION>
                                            Total number of     Maximum number
                                            shares purchased    of shares that
               Total number     Average        as part of         may yet be
                of shares      price paid       publicly        purchased under
   Period       purchased      per share   announced programs    the programs
------------ --------------- ------------- ------------------- ----------------

<S>               <C>           <C>              <C>                <C>
May 12, 2004      4,000         $13.00           4,000              996,000
</TABLE>

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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         A proxy  and  proxy  statement  soliciting  the  vote of the  Company's
         shareholders  for the Company's annual meeting of shareholders was sent
         to the  shareholders  on or about April 16, 2004. Such meeting was held
         on June 9, 2004.

         Three matters were voted on as follows:

         1.     Stuart J.  Boesky,  Alan P.  Hirmes,  Scott M.  Mannes,  Stanley
                Perla,  and Richard M. Rosan were  re-elected  as trustees for a
                one year term to expire in 2005. The five  individuals  elected,
                and the number of votes cast for and abstaining, with respect to
                each of them, is as follows (no votes were cast to "withhold"):
<TABLE>
<CAPTION>
                                                       For               Abstain
                                                    ---------            -------
               <S>                                  <C>                  <C>
               Stuart J. Boesky                     7,851,332            282,888
               Alan P. Hirmes                       7,828,752            305,468
               Scott M. Mannes                      7,818,771            315,449
               Stanley Perla                        7,827,948            306,272
               Richard M. Rosan                     7,853,945            280,275
</TABLE>


         2.     An  amendment  to the  Company's  Second  Amended  and  Restated
                Declaration  of  Trust  to  remove  the  $10,000  limitation  on
                independent trustee  compensation and give the board of trustees
                the  discretion  to  set  appropriate  compensation  levels  was
                approved by the  requisite  vote.  The number of votes cast for,
                against, abstaining and no vote are as follows:
<TABLE>
<CAPTION>

               <S>                                                     <C>
               For                                                     4,229,463
               Against                                                 1,209,844
               Abstain                                                   220,237
               No Vote                                                 2,474,676
</TABLE>

         3.     An amendment  to the  Company's  Amended and Restated  Incentive
                Share Plan to (i)  increase  the overall  number of options that
                are  available  under the plan to an amount  equal to 10% of the
                common shares  outstanding from time to time and (ii) remove the
                annual 3% maximum on the issuance of options was approved by the
                requisite   vote.  The  number  of  votes  cast  for,   against,
                abstaining and no vote are as follows:



                                       18
<PAGE>


<TABLE>
<CAPTION>
               <S>                                                     <C>
               For                                                     3,379,427
               Against                                                 2,095,536
               Abstain                                                   184,581
               No Vote                                                 2,474,676
</TABLE>

ITEM 5.  OTHER INFORMATION

         John Garth has been  appointed  as Chief  Operating  Officer and Senior
         Vice President of the Company,  effective May 24, 2004.  Alan P. Hirmes
         has stepped down from his position as Interim Chief Operating Officer.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits

          10(d)Fourth  Amendment  to  Amended  and  Restated  Advisory  Services
               Agreement  between Related AMI  Associates,  Inc. and the Company
               dated June 9, 2004.

          10(e)First  Amendment  to the Amended  and  Restated  Incentive  Share
               Option Plan of the Company dated June 9, 2004.

          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 June 30, 2004.

          Current report on form 8-K, furnished on May 4, 2004,  relating to the
          press release regarding the Company's first quarter results.


                                       19
<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: August 9, 2004                    By:  /s/ Stuart J. Boesky
                                             --------------------
                                             Stuart J. Boesky
                                             Trustee, Chairman of the Board,
                      President and Chief Executive Officer



Date: August 9, 2004                    By:  /s/ Alan P. Hirmes
                                             ------------------
                                             Alan P. Hirmes
                                             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 June 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 June 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:  August 9, 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 June 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 June 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:  August 9, 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 June 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
     August 9, 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 June 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
     August 9, 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.