SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1997

                                       OR

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


                         Commission File Number 0-23972



                        AMERICAN MORTGAGE INVESTORS TRUST
                        ---------------------------------
             (Exact 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)421-5333


       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---    ---

<PAGE>
                                     PART I

Item 1.  Financial Statements

                        AMERICAN MORTGAGE INVESTORS TRUST
                                 Balance Sheets
                                   (Unaudited)


                                                ============      =============
                                                  March 31,        December 31,
                                                    1997              1996
                                                ------------      -------------
ASSETS

Investments in loans (Note 2)                    $46,371,107        $45,049,596
Investment in REMIC and GNMA
   Certificates and FHA
   Insured Project Loan (Note 3)                  12,231,180         12,683,331
Cash and cash equivalents                          3,784,312          4,828,561
Organization costs (net of
   accumulated amortization
   of $37,500 and $35,000,
   respectively)                                      12,500             15,000
Deferred costs                                         9,549             12,581
Accrued interest receivable                          544,248            558,146
                                                 -----------        -----------
    Total assets                                 $62,952,896        $63,147,215
                                                 ===========        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Accounts payable and
    accrued expenses                             $    53,589        $    99,768
   Due to affiliates (Note 4)                      1,002,764            886,783
                                                 -----------        -----------
Total liabilities                                  1,056,353            986,551
                                                 -----------        -----------

Commitments (Note 5)

Shareholders' equity:
   Shares of beneficial interest;
    $.10 par value; 12,500,000
    shares authorized; 4,028,872
    and 4,010,000 shares issued
    and outstanding, respectively                    402,888            401,001
   Treasury stock; $.10 par value;
    169,115 and 169,115 shares,
    respectively                                     (16,912)           (16,912)
   Additional paid-in capital                     69,206,257         68,849,567
   Accumulated deficit                            (7,477,702)        (6,991,606)
   Net unrealized loss on marketable
    securities (Note 3)                             (217,988)           (81,386)
                                                 -----------        -----------

Total shareholders' equity                        61,896,543         62,160,664
                                                 -----------        -----------
Total liabilities and shareholders'
   equity                                        $62,952,896        $63,147,215
                                                 ===========        ===========

                 See Accompanying Notes to Financial Statements

                                       2

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Operations
                                   (Unaudited)

                                        ==================================
                                                 Three Months Ended
                                                      March 31, 
                                        ----------------------------------
                                           1997                    1996
                                        ----------             -----------
Revenues:                                                 
   Interest income:                                       
    Mortgage loans (Note 2)             $  776,512             $   607,752
    REMIC and GNMA                                        
      Certificates and                                    
      FHA Insured                                         
    Project Loan (Note 3)                  260,241                 362,164
    Temporary investments                   43,916                  68,086
                                        ----------             -----------
    Total revenues                       1,080,669               1,038,002
                                        ----------             -----------
                                                          
Expenses:                                                 
   General and administrative               34,706                  33,510
   General and administrative -                           
    related parties(Note 4)                115,799                 138,262
   Realized (gain) loss on sale of                        
    REMICs and GNMAs and                                  
    FHA Insured Project Loan                              
   (Note 3)                                  9,996                  (1,082)
   Amortization                              2,500                   2,500
                                        ----------             -----------
    Total expenses                         163,001                 173,190
                                        ----------             -----------
     Net income                         $  917,668             $   864,812
                                        ==========             ===========
    Net income per weighted                               
    average share                       $      .23             $       .22
                                        ==========             ===========
         
                 See accompanying Notes to Financial Statements

                                       3

<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                    
                         Shares of Beneficial
                              Interest              Treasury Stock                                  Net Unrealized Loss
                        ----------------------   --------------------   Additional     Accumulated     on Securities  
                          Shares       Amount     Shares      Amount   Paid-in Capital    Deficit    Available for Sale   Total
                        ----------   ---------   ---------   --------  ---------------  ----------- -------------------  ---------
<S>                      <C>         <C>         <C>         <C>         <C>            <C>              <C>               <C>
Balance at
   January 1, 1997       4,010,000   $401,001    (169,115)   $(16,912)   $68,849,567    $(6,991,606)     $ (81,386)     $62,160,664
Net Income                       0          0           0           0              0        917,668              0          917,668
Distributions                    0          0           0           0              0     (1,403,764)             0       (1,403,764)
Issuance of shares of
   beneficial interest
   (Note 4)                 18,872      1,887           0           0        356,690              0              0          358,577
Change in net unrealized
   loss on
   securities available
   for sale (Note 3)             0          0           0           0              0              0       (136,602)        (136,602)
                         ---------   --------    --------    --------    -----------    -----------      ---------      -----------

 Balance at
   March 31, 1997        4,028,872   $402,888    (169,115)   $(16,912)   $69,206,257    $(7,477,702)     $(217,988)     $61,896,543
                         =========   ========    ========    ========    ===========    ===========      =========      ===========
 </TABLE>

                 See accompanying notes to financial statements.
 
                                      4

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Cash Flows
                                   (Unaudited)

                                                     ==========================
                                                       Three Months Ended
                                                            March 31,
                                                     --------------------------
                                                         1997           1996
                                                     --------------------------
Cash flows from operating activities:
   Net income                                        $   917,668      $ 864,812
                                                     -----------      ---------
Adjustments to reconcile net income
   to net cash provided by
   operating activities
   Amortization expense -
    organization costs                                     2,500          2,500
   Amortization expense -
    loan premium and origination costs                   119,207        119,382
   Amortization of REMIC premium                               0          5,863
   Amortization of REMIC and
    GNMA and FHA Insured
    Project Loan discount                                 (9,869)       (12,514)
   (Gain) loss on sale of REMIC certificates               9,406           (398)
   (Gain) loss on sale of GNMAs                              457           (394)
   (Gain) loss on sale of FHA Insured
    Project Loan                                             134           (290)
Changes in operating assets and liabilities:
   Decrease (increase) in accrued interest
    receivable                                            13,898        (39,396)
   Increase in due to affiliates                         115,981         29,847
   Decrease in accounts payable
    and accrued expenses                                 (46,179)       (21,551)
                                                     -----------      ---------
    Total adjustments                                    205,535         83,049
                                                     -----------      ---------
   Net cash provided by operating
    activities                                         1,123,203        947,861
                                                     -----------      ---------

Cash flows used in investing activities:
   Investments in loans                               (1,484,076)      (471,205)
   Principal repayments of loans                          46,390         43,035
   Principal repayments of GNMAs                          25,108         23,113
   Principal repayments of REMICs                        278,514        279,194
   Principal repayments of FHA Insured
    Project Loan                                          11,799         10,771
   Increase in deferred costs                                  0            (12)
                                                     -----------      ---------

   Net cash used in
    investing activities                              (1,122,265)      (115,104)
                                                     -----------      ---------

                 See Accompanying Notes to Financial Statements

                                        5



<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 =========================
                                                                    Three Months Ended
                                                                         March 31,
                                                                 -------------------------
                                                                      1997          1996
                                                                 -------------------------
<S>                                                              <C>            <C>
Cash flows used in financing activities:
   Increase in due to affiliates                                           0         50,000
   Distributions to shareholders                                  (1,403,764)    (1,403,765)
   Proceeds from issuance of shares of
    beneficial interest                                              358,577        365,444
   Purchase of treasury stock                                              0       (365,408)
   Increase in offering costs                                              0        (50,000)
                                                                 -----------    -----------

   Net cash used in financing activities                          (1,045,187)    (1,403,729)
                                                                 -----------    -----------
Net decrease in cash and
   cash equivalents                                               (1,044,249)      (570,972)

Cash and cash equivalents at
   beginning of period                                             4,828,561      6,242,945
                                                                 -----------    -----------
Cash and cash equivalents at
   end of period                                                 $3,784,312     $ 5,671,973
                                                                 ==========     ===========
  Supplemental schedule of non cash financial activities:

   Decrease in deferred costs                                    $     3,032    $     5,479
   Increase in investments in loans                                   (3,032)        (5,479)
                                                                 -----------    -----------
                                                                 $         0    $         0
                                                                 ===========    ===========
</TABLE>
                 See Accompanying Notes to Financial Statements

                                        6

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 1 - General

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

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

On March 29, 1993, the Company commenced a public offering (the "Offering")
through Related Equities Corporation, (the "Dealer Manager") an affiliate of the
Advisor, and other broker-dealers on a "best efforts" basis, for up to
10,000,000 of its shares of beneficial interest at an initial offering price of
$20 per share. The Offering terminated as of November 30, 1994. As of November
30, 1994, a total of 3,809,601 shares had been sold to the public, either
through the Offering or the Company's dividend reinvestment plan (the
"Reinvestment Plan"), representing Gross Proceeds (the "Gross Proceeds") of
$76,192,021 (before volume discounts of $40,575). Pursuant to the Redemption
Plan which became effective November 30, 1994, the Company is required to redeem
eligible shares presented for redemption for cash to the extent it has
sufficient net proceeds from the sale of shares under the Reinvestment Plan.
After November 30, 1994, 170,790 shares were sold through the Reinvestment Plan,
the proceeds of which are restricted for use in connection with the Redemption
Plan and are not included in gross proceeds. Pursuant to the Redemption Plan as
of March 31, 1997, 168,943 shares were redeemed for an aggregate price of
$3,206,353. As of March 31, 1997 the backlog of shares to be redeemed is
$143,726. Of such redemptions, 16,931 shares were redeemed from proceeds from
the Reinvestment Plan before the termination of the Offering and therefore, the
proceeds available for future investment have been reduced by $319,987. In
addition, during the Offering, the Advisor received 38,481 restricted shares
(including 717 from the Reinvestment Plan) in addition to the 10,000 shares
purchased, which the Advisor has valued at $14.75 per share, pursuant to the
terms of the Offering. As a result of the shares being redeemed the Advisor was
required to return 172 shares as of March 31, 1997.

The Company has invested principally in two types of mortgage investments
("Mortgage Investments"): (i) new mortgage loans originated by or on behalf of
the Company or by other lenders

                                       7

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 1 - General (continued)

and sold to the Company  prior to the loans being fully funded and (ii)
Ginnie Mae mortgage-backed securities and pass-through certificates ("Originated
Mortgages") and existing mortgage loans that it acquires ("Acquired Mortgages")
on multifamily residential rental properties ("Developments"). No more than 7%
of the Net Proceeds may be invested in non-interest bearing uninsured loans made
directly to developers or sponsors of Developments (or the general partners or
other principals of the owner of the Developments) with respect to which the
Company holds a mortgage ("Additional Loans"). As of March 31, 1997, of the
total Net Proceeds available for investment, 84.9% had been invested in
Originated Mortgages (including 6.32% in Additional Loans) and 15.1% had been
invested in Acquired Mortgages.

The Company also invests in REMICs and in CMOs or participations therein that
are backed by single family and/or multifamily mortgage loans insured by FHA or
mortgage certificates guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. Due
to the complexity of the REMIC structure and the uncertainty of future economic
and other factors that affect interest rates and mortgage prepayments, it is not
possible to predict the effect of future events upon the yield to maturity or
the market value of the REMIC and GNMA Certificates upon sale or other
disposition or whether the Company, if it chose to, would be able to reinvest
proceeds from prepayments at favorable rates relative to the coupon rate.

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

The unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Company's Form 10-K for the year
ended December 31, 1996. In the opinion of the Advisor, the accompanying
unaudited financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the financial position
of the Company as of March 31, 1997 and the results of operations and its cash
flows for the three months ended March 31, 1997 and 1996. However, the operating
results for the three months ended March 31, 1997 may not be indicative of the
results for the year.

                                       8
<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 1 - General (continued)

Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.


                                       9

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 2 - Investments in Loans

The Company originally funded five Originated Mortgages (excluding GNMAs-see
Note 3), five noninterest bearing Additional Loans and two additional
loan-bridge loans in the aggregate amount of $45,855,276.

Information relating to investments in Originated Mortgages (excluding GNMAs-see
Note 3) and Additional Loans as of March 31, 1997 and December 31, 1996 are as
follows:

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

   Additions:

    Columbiana Originated Mortgage           8,683,000
    Columbiana Originated Mortgage -
      unadvanced                              (666,872)
                                            ----------
    Columbiana total advanced                8,016,128
    Columbiana advanced prior
       to 1996                              (7,552,100)
                                            ----------
    Columbiana-advanced in 1996                                   464,028
    Columbiana - loan origination
      costs                                                         5,395

    Stonybrook Originated Mortgage           8,500,000
    Stonybrook Originated Mortgage -
      unadvanced                            (2,205,337)
                                            ----------
    Stonybrook total advanced                6,294,663
    Stonybrook advanced prior to 1996         (610,209)
                                            ----------

    Stonybrook-advanced in 1996                                 5,684,454
    Stonybrook - loan origination
      costs                                                        53,023
                                                              -----------
                                                               45,704,033
                                                              -----------
   Deductions:

    Amortization of Additional Loans                             (372,916)
    Amortization of loan origination  
      costs                                                      (104,426)
    Collection of principal - Cove                                (46,706)
      - Oxford                                                    (64,222)
      - Town and Country                                          (66,167)
                                                              -----------
                                                                 (654,437)
                                                              -----------
 
   Investments in loans - December 31, 1996                   $45,049,596

                                                                 (continued)

                                       10

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 2 - Investments in Loans (continued)


Additions:

 Columbiana Originated Mortgage                8,683,000
 Columbiana Originated Mortgage -
   unadvanced                                   (406,105)
                                            ------------
 Columbiana total advanced                     8,276,895
 Columbiana advanced prior
   to 1997                                    (8,016,128)
                                            ------------
 Columbiana-advanced in 1997                                     260,767
 Columbiana - loan origination
   costs                                                           3,032

 Stonybrook Originated Mortgage                8,500,000
 Stonybrook Originated Mortgage -
   unadvanced                                   (982,028)
                                            ------------
 Stonybrook total advanced                     7,517,972
 Stonybrook advanced prior
   to 1997                                    (6,294,663)
                                            ------------
 Stonybrook-advanced in 1997                                   1,223,309
                                                             -----------
                                                              46,536,704
                                                             -----------
Deductions:

 Amortization of Additional Loans                                (93,229)
 Amortization of loan origination costs                          (25,978)
 Collection of principal - Cove                                  (12,242)
                         - Oxford                                (16,832)
                         - Town and Country                      (17,316)
                                                             -----------
                                                                (165,597)
                                                             -----------
Investments in loans - March 31, 1997                        $46,371,107
                                                             ===========
                                                            
                                       11

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                   (Unaudited)
NOTE 2 - Investments in Loans

Information relating to investments in Originated Mortgages (excluding GNMAs -
see Note 3) and Additional Loans as of March 31, 1997 and December 31, 1996 is
as follows:

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

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

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

Columbiana        204           Apr. 94        563,000        None          8,276,895      8,839,895        406,105       9,246,000
Lakes Apts.       Apartment     Nov. 35
Columbia,         Units         (G)
SC (C)

Stony Brook       125           Dec. 95        763,909        None          7,517,972      8,281,881        982,028       9,263,909
Village II Apts.  Apartment     June 37
East Haven,       Units         (G)
CT (H)
                                            ---------------------------------------------------------------------------------------
Total                                       $4,362,409     $200,000       $41,292,867    $45,855,276     $1,388,133     $47,243,409
                                            =======================================================================================

</TABLE>

<TABLE>
<CAPTION>

                                                                                              Interest
                                                                                               Earned
                                  Loan                      Final Balance    Final Balance     by the                       Net
                   Outstanding  Origination   Accumulated      At March       At December     Company      Less 1997      Interest
Property          Loan Balance   Costs        Amortization     31, 1997       31, 1996 (I)    for 1997   Amortization      Earned
--------          ------------  -----------   ------------  -------------    -------------    --------   ------------    ----------
<S>               <C>           <C>           <C>           <C>              <C>              <C>        <C>             <C>
The Cove Apts.    $ 7,501,372   $  444,215    $  333,250    $ 7,612,337      $ 7,649,877      $150,044    $ 25,298        $124,746
Houston,
TX (A)

Oxford on          10,314,699      610,814       458,314     10,467,199       10,518,823       217,906      34,792         183,114
Greenridge
Apts.
Houston,
TX (A)

Town &             10,208,213      603,895       343,041     10,469,067       10,515,510       204,560      29,127         175,433
Country IV
Apts.
Urbana,
IL (B)

Columbiana          8,839,895      532,835       163,114      9,209,616        8,959,892       175,349      14,075         161,274
Lakes Apts.
Columbia,
SC (C)

Stony Brook         8,281,881      413,491        82,484      8,612,888        7,405,494       147,860      15,915         131,945
Village II Apts.
East Haven,
CT (H)
                  ----------------------------------------------------------------------------------------------------------------
Total             $45,146,060   $2,605,250    $1,380,203    $46,371,107      $45,049,596      $895,719    $119,207        $776,512
                  ================================================================================================================
</TABLE>
(A) The interest rates for The Cove and Oxford are 7.625%-9.129% during the
    permanent loan period. In addition to the interest rate during the permanent
    loan period the Company will be entitled to 30% of the cash flow remaining
    after payment of 9.129% interest and accrued interest, if any. Payments at
    the rate of 9.129% are guaranteed by the developer for three years after
    closing of the loans.
(B) The interest rates for Town and Country are 7.375%-9.167% during the
    permanent loan period. In addition to the interest rate during the permanent
    loan period, the Company will be entitled to 30% of the cash flow remaining
    after payment of 9.167% interest.
(C) The interest rates for Columbiana are 7.9%-8.678% during the permanent loan
    period and 7.4% during the construction period. In addition to the interest
    rate during the permanent loan period, the Company will be entitled to 25%
    of the cash flow remaining after payment of 8.678% interest..
(D) Bridge loans were repaid in full on April 7, 1994.
(E) The Originated Mortgages have terms of 35 years, subject to mandatory
    prepayment at any time after 10 years and upon one year's notice.
(F) The Originated Mortgage has a term of 35 years, subject to mandatory
    prepayment at any time after 12 years and upon one year's notice.
(G) The Originated Mortgage has a term of 40 years, subject to mandatory
    prepayment at any time after 10 years and upon one year's notice.
(H) The interest rates for Stony Brook are 7.75%-9.128% during the permanent
    loan period and 8.625% during the construction period. In addition to the
    interest rate during the permanent loan period, the Company will be entitled
    to 40% of the cash flow remaining after payment of 9.128% interest.
(I) Aggregate cost for federal income tax purposes is $45,707,370.


<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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

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

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

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

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

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

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

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

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

                                       13

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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

Information relating to investments in REMIC and GNMA Certificates and FHA
Insured Project Loan as of March 31, 1997 and December 31, 1996:

Investments in REMIC and GNMA
   Certificates and FHA Insured
   Project Loan - January 1, 1996                 $19,327,518
                                                
   Additions:                                   
                                                
    Amortization of Discount                           43,376
                                                  ----------- 
                                                   19,370,894
                                                  ----------- 
   Deductions:                                  
                                                
    Principal Repayments (Sales) of GNMA        
      Certificates                                    (95,396)
    Principal Repayments (Sales) of REMIC       
      Certificates                                 (1,149,123)
    Principal Repayments (Sales) of             
      FHA Insured Project Loan                        (44,598) 
    Proceeds from sale of REMIC Certificates       (4,940,625)
    Loss on Sale of REMIC Certificates               (408,692) 
    Loss on Sale of GNMA Certificates                  (5,689)  
    Loss on Sale of FHA Insured Project Loan           (1,594)
    Amortization of REMIC Premium                     (19,523)
                                                  ----------- 
                                                   (6,665,240)
                                                  ----------- 
   Amortized Cost at December 31, 1996          
   (including unrealized loss of $59,063        
   at December 31, 1995)                           12,705,654
                                                
   Change in net unrealized loss on securities
    available for sale                                (22,323)
                                                  ----------- 
   Carrying value at December 31, 1996            $12,683,331

                                                                    (continued)
                                       14

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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

   Additions:

    Amortization of Discount                         9,869
                                               ----------- 
                                                12,693,200
                                               ----------- 
   Deductions:

    Principal Repayments (Sales) of GNMA
      Certificates                                 (25,108)
    Principal Repayments (Sales) of REMIC
      Certificates                                (278,514)
    Principal Repayments (Sales) of
      FHA Insured Project Loan                     (11,799)
    Loss on Sale of REMIC Certificates              (9,406)
    Loss on Sale of GNMA Certificates                 (457)
    Loss on Sale of FHA Insured Project Loan          (134)
                                               ----------- 
                                                  (325,418)
                                               ----------- 
   Amortized Cost at March 31, 1997
   (including unrealized loss of $81,386
   at December 31, 1996)                        12,367,782

   Change in net unrealized loss on securities
    available for sale                            (136,602)
                                               ----------- 
   Carrying value at March 31, 1997            $12,231,180
                                               ===========
                                                
                                       15


<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                   (Unaudited)

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

Information relating to investments in REMIC and GNMA Certificates and FHA
Insured Project Loan as of March 31, 1997 and December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                         Date                    Original
                                       Purchased                 Purchase                     Premium     Accumulated
                                        /Final      Stated        Price         Principal    (Discount)  Amortization
                      Certificate       Payment    Interest     Including       at March      at March     at March
Seller                  Number           Date        Rate       Prem/(Disc)     31, 1997      31, 1997     31, 1997
------                -----------      ---------   --------     -----------     --------      --------     --------
<S>                    <C>              <C>        <C>          <C>           <C>            <C>          <C>
GNMA Certificates
-----------------
Bear Stearns            0355540         7/27/94     7.125%      $ 2,407,102   $ 2,603,732    $(240,846)   $ 54,275    
                                        3/15/29
Malone Mortgage         0382486         7/28/94     8.500%        2,197,130     2,177,746       (8,166)      1,922    
                                        8/15/29
Goldman Sachs           0328502         7/29/94     8.250%        3,928,615     3,766,644       (3,529)        903      
                                        7/15/29
REMIC Certificates
------------------
Bear Stearns            1992-17G(1)     8/27/93     6.500%       10,160,938             0            0           0        
                                        Sold(1)
Bear Stearns            G-024C(2)      10/26/93     4.850%        4,838,600             0            0           0        
                                        Sold(3)
Meridan Capital
  Markets               1292ZA(3)      10/25/94     5.750%        1,721,291       161,017       (1,661)      1,661        
                                        6/15/97
Meridan Capital
  Markets               1992-153A(3)   10/25/94     5.250%          258,357        40,474         (860)        860        
                                        9/25/97
Meridan Capital
  Markets               1580A(3)       10/27/94     6.500%          742,538       156,384       (1,075)      1,075        
                                        9/15/98
Meridan Capital
  Markets               1258C(3)        11/9/94     7.350%          269,658         7,100           27         (27)       
                                        5/15/04
FHA Insured Loan Project
------------------------
Donaldson,
  Lufkin &
  Jenrette              092-11005        1/3/95     8.600%        3,374,679     3,396,439     (112,508)     40,503
                                                                -----------   -----------    ---------    --------
                                         4/1/19
Total                                                           $29,898,908   $12,309,536    $(368,618)   $101,172     
                                                                ===========   ===========    =========    ========

</TABLE>

<TABLE>
<CAPTION>
                     Loan                                                            Interest
                  Origination        Unrealized       Final          Final            Earned
                     Costs           Gain (Loss)     Balance        Balance           by the                              Net
                   at March           at March       at March        at Dec.          Company          1997            Interest
Seller             31, 1997           31, 1997       31, 1997       31, 1996         for 1996      Amortization         Earned
------            -----------        ----------      --------       --------         --------      ------------        --------
<S>                <C>                <C>             <C>            <C>              <C>            <C>                <C>
GNMA Certificates
-----------------
Bear Stearns       $ 80,553          $ (36,374)      $ 2,461,341    $ 2,526,991      $ 46,418        $5,093             $ 51,511

Malone Mortgage      73,963            (44,580)        2,200,885      2,227,043        46,298           180               46,478

Goldman Sachs       128,289           (125,663)        3,766,644      3,802,730        77,805            85               77,890

REMIC Certificates
------------------
Bear Stearns              0                  0                 0              0             0             0                    0

Bear Stearns              0                  0                 0              0             0             0                    0

Meridan Capital
 Markets              5,433             (5,853)          160,597        338,033         3,170             0                3,170

Meridan Capital
 Markets              1,350             (1,549)           40,275         61,081           445             0                  445

Meridan Capital
 Markets              5,295             (5,332)          156,347        214,816         2,861             0                2,861

Meridan Capital
 Markets                243               (296)            7,046         28,779           266             0                  266

FHA Insured Loan Project
------------------------
Donaldson,
 Lufkin &
 Jenrette           111,952              1,659         3,438,045      3,483,858        73,109         4,511               77,620
                   --------          ---------       -----------    -----------      --------        ------             -------- 
Total              $407,078          $(217,988)      $12,231,180    $12,683,331      $250,372        $9,869             $260,241
                   ========          =========       ===========    ===========      ========        ======             ======== 

</TABLE>

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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


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

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

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

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

                                       17

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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


certificate which was sold. A loss of $297,836 was recorded on these sales in
1994.

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



                                       18


<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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

The amortized cost, unrealized gain (loss) and fair value for the investment in
REMIC and GNMA Certificates and FHA Insured Project Loan at March 31, 1997 and
December 31, 1996 are as follows:

<TABLE>
<CAPTION>

                             Unrealized                            Unrealized
                  Amortized     Gain        Fair       Amortized      Gain        Fair
                   Cost at    (Loss) at    Value at     Cost at    (Loss) at    Value at
                    March      March         March     December     December    December
Security           31, 1997   31, 1997    31, 1997     31, 1996     31, 1996    31, 1996
--------         ----------  ----------   --------     --------    ----------   --------
<S>             <C>         <C>         <C>          <C>           <C>        <C>
FHA Insured
  Project Loan  $ 3,436,386 $   1,659   $ 3,438,045  $ 3,443,808   $ 40,050   $ 3,483,858
Fannie Mae
  REMICs             41,824    (1,549)       40,275       63,467     (2,386)       61,081
Federal
  Home Loan
  REMICs            335,471   (11,481)      323,990      601,749    (20,121)      581,628
Ginnie Mae
  Certificates    8,635,487  (206,617)    8,428,870    8,655,693    (98,929)    8,556,764
                ----------- ---------   -----------  -----------    --------  -----------
                $12,449,168 $(217,988)  $12,231,180  $12,764,717   $(81,386)  $12,683,331
                =========== =========   ===========  ===========   ========   ===========
 </TABLE>

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

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


The change in the unrealized loss for the three months ended March 31, 1997 and
the year ended December 31, 1996 were as follows:

Unrealized loss at December 31, 1995             $ (59,063)
Sale of securities during the year
   ended December 31, 1996 included in
   unrealized loss at December 31, 1995            248,254
Unrealized loss on securities held
   at December 31, 1996 and 1995                  (270,577)
                                                 ---------
Unrealized loss at December 31, 1996               (81,386)
Sale of securities during the three months
   ended March 31, 1997 included in
   unrealized loss at December 31, 1996             10,143
Unrealized loss on securities held at
   March 31, 1997 and December 31, 1996           (146,745)
                                                 ---------
Unrealized loss at March 31, 1997                $(217,988)
                                                 =========

For the three months ended March 31, 1997, there were losses of $9,996
(including acquisition fees and expenses) on principal repayments of REMICs,
GNMAs and the FHA Insured Project Loan.

Note 4 - Related Party Transactions

The Company has entered into an agreement with the Advisor pursuant to which the
Advisor receives compensation consisting primarily of (i) compensation in
connection with the organization and start-up of the Company and the Company's
investment in the Mortgage Investments; (ii) asset management fees calculated as
a percentage of total assets invested by the Company which totaled $89,469 and
$88,262 for the three months ended March 31, 1997 and 1996, respectively, such
amounts are included in due to affiliates; (iii) a subordinated incentive fee
based on the economic gain on the sale of Mortgage Investments; (iv) an amount,
payable in shares of the Company which, after issuance, will equal 1% of all
shares of the Company issued during the offering period or pursuant to the
Company's Reinvestment Plan as compensation for services rendered. During the
Offering the Advisor received 38,481 shares, in addition to the 10,000 shares
purchased, however as a result of the shares being redeemed the Advisor was
required to return 172 shares. (As of March 31, 1997 and December 31, 1996
shares received by the Advisor totaled 38,309 at a total value of $565,058

                                       20

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 4 - Related Party Transactions (continued)

($14.75 per share)); (v) acquisition expense allowance and acquisition fees
calculated as a percentage of the Gross Proceeds applicable to the origination
of Originated Mortgages and related Additional Loans and the acquisition of
Acquired Mortgages and Additional Loan; (acquisition fees and acquisition
expense allowance approximated $2,545,000 and $725,000 at March 31, 1997 and
$2,545,000 and $722,000 at December 31, 1996); and (vi) certain other fees. In
addition to the costs, fees and expenses discussed above, the Company will
reimburse affiliates of the Advisor for certain administrative and other cost
incurred on behalf of the Company. The costs and expenses incurred for the three
months ended March 31, 1997 and 1996 were $26,330 and $50,000, respectively.

The Company paid commissions of up to 6% of the aggregate purchase price of
shares sold, subject to quantity discounts, as well as a non-accountable due
diligence expense reimbursement in an amount up to .5% of Gross Proceeds to
certain broker-dealers selected by the Dealer Manager and approved by the
Advisor. The Dealer Manager received commissions of 6% of the aggregate purchase
price of shares sold through the Reinvestment Plan during the Offering. At March
31, 1997 and December 31, 1996, the Company has paid $4,943,069 of commissions
and due diligence to broker-dealers (including $98,655 to the Dealer Manager).

In order to minimize the possible adverse effects of the Company's investment
and distribution policy of attempting to maintain stable distributions to
shareholders during the offering and acquisition stages, the Company has made
the following undertakings: (a) the Advisor has agreed not to retain acquisition
fees or loan disposition fees with respect to any portion of REMICs or CMOs
which are sold pursuant to the distribution policy; such fees totaled $96,112 as
of March 31, 1997 and December 31, 1996; (b) the Advisor has agreed to
contribute to the Company funds equal to the amount by which all trading losses
exceed the gains resulting from the sale of REMICs and CMOs investments to
supplement the distribution policy; such funds totaled $97,221 as of March 31,
1997 and December 31, 1996; and (c) the Company has agreed to limit the total
amount which can be returned to investors from the early sale of investments to
support the distributions policy to less than 3% of the Gross Proceeds.

                                       21

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                                 March 31, 1997
                                   (Unaudited)

Note 5 - Subsequent Events

Pursuant to the Redemption Plan, on April 4, 1997, the Company redeemed
approximately 18,873 shares for an aggregate price of $358,585 ($19 per unit).

On April 15, 1997, one of the Company's REMIC Certificates in the original
amount of $269,658, which was purchased on November 9, 1994, matured. The REMIC
had a principal balance at March 31, 1997 of $7,100.

On May 15, 1997, a distribution of $1,362,723 and $17,273 will be paid to the
Investors and the Advisor, respectively, representing the 1997 first quarter
distribution. The distribution will be funded from cash collections of debt
service payments and interest income through approximately the distribution
date, May 15, 1997.

                                       22

<PAGE>

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

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

The Company issued 10,000 shares of beneficial interest at $20 per share in
exchange for $200,000 cash from Related AMI Associates, Inc., the Advisor to the
Company. As of November 30, 1994, the Company had received $76,192,021 (before
volume discounts of $40,575) in Gross Proceeds from the sale of 3,738,613 shares
pursuant to the Offering and 70,988 shares through the Reinvestment Plan
resulting in Net Proceeds available for investment of approximately $69,334,743
after volume discounts, payments of sales commissions and organization and
offering expenses. Pursuant to the Redemption Plan, which became effective
November 30, 1994, the Company is required to redeem eligible shares presented
for redemption for cash to the extent it has sufficient net proceeds from the
sale of shares under the Reinvestment Plan. After November 30, 1994, 170,790
shares were sold through the Reinvestment Plan, the proceeds of which are
restricted for use in connection with the Redemption Plan and are not included
in gross proceeds. Pursuant to the Redemption Plan as of March 31, 1997, the
Company redeemed 168,943 shares for an aggregate price of $3,206,353. As of
March 31, 1997 the backlog of shares to be redeemed is $143,726. Of such
redemptions, 16,931 shares were redeemed from proceeds from the Reinvestment
Plan before the termination of the Offering and therefore, the proceeds
available for future investment have been reduced by $319,987. During the
Offering, the Advisor had received 38,481 shares pursuant to the terms of the
Offering and Reinvestment Plan in addition to the 10,000 shares purchased. As a
result of the shares being redeemed the Advisor was required to return 172
shares as of March 31, 1997.

During the three months ended March 31, 1997, cash and cash equivalents
decreased approximately $1,044,000 primarily due to investments in loans
($1,484,000) and distributions to shareholders ($1,404,000), which exceeded cash
provided by operating activities ($1,123,000), principal repayments of loans,
GNMAs, REMICs and FHA Insured Project Loan ($362,000) and proceeds from issuance
of shares of beneficial interest ($359,000). Included in the adjustments to
reconcile the net income to cash flow from operations is net amortization in the
amount of $112,000.

The Company has utilized the Net proceeds of the Offering primarily to make or
invest in Originated Mortgages and Acquired Mortgages. The Company has also
invested in uninsured Additional Loans made directly to the developers or
sponsors of De-

                                       23

<PAGE>

velopments provided that not more than an aggregate of 7% of the Net Proceeds
raised in the Offering were invested in Additional Loans. As of March 31, 1997,
of the total Net Proceeds available for investment, 84.9% had been invested in
Originated Mortgages (including 6.32% in Additional Loans) and 15.1% in Acquired
Mortgages.

As of March 31, 1997, the Company had funded five Originated Mortgages
(excluding GNMAs-see below) in an aggregate amount of $41,492,867 and five
non-interest bearing Additional Loans in the aggregate amount of $4,362,409 in
connection with the permanent financing provided on five Developments.

In 1993, the Company made investments in two REMIC Certificates in the aggregate
amount of $14,999,538, which were sold during 1993, 1994, 1995 and 1996. In
1994, the Company acquired (i) three Ginnie Mae Guaranteed FHA Insured Project
Loan Backed Certificates in the aggregate amount of $8,532,847 and (ii) three
FHLMC REMIC Certificates and one Fannie Mae Mortgage Guaranteed REMIC
Certificate in the aggregate amount of $2,991,844. In 1995, the company acquired
a FHA Insured Project Loan in the aggregate amount of $3,374,679. Net unrealized
losses on REMIC and GNMA and FHA Insured Project Loan investments included in
shareholders' equity pursuant to Statement of Financial Accounting Standards No.
115 aggregated $217,988 at March 31, 1997. This represents an increase of
$136,602 from December 31, 1996 of which a decrease of $10,143 is attributable
to the sale of securities (which resulted in a realized loss of $9,996) and an
increase of $146,745 is attributable to a decrease in market prices for the
investments held at March 31, 1997 and December 31, 1996. As of May 2, 1997, the
unrealized loss was approximately $108,000.

The yield on the REMIC and GNMA Certificates will depend, in part, upon the rate
and timing of principal prepayments on the underlying mortgages in the asset
pool. Generally, as market interest rates decrease, mortgage prepayment rates
increase and the market value of interest rate sensitive obligations like the
REMIC and GNMA Certificates increases. As market interest rates increase,
mortgage prepayment rates tend to decrease and the market value of interest rate
sensitive obligations like the REMICs and GNMAs tends to decrease. The effect of
prepayments on yield is greater the earlier a prepayment of principal is
received. Due to the complexity of the REMIC structure and the uncertainty of
future economic and other factors that affect interest rates and mortgage
prepayments, it is not possible to predict the effect of future events upon the
yield to maturity or the market value of the REMIC and GNMA Certificates upon
any sale or other disposition or whether the Company, if it chose to, would be
able to

                                       24

<PAGE>

reinvest proceeds from prepayments at favorable rates relative to the coupon 
rate.

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

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

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

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

Results of operations for the three months ended March 31, 1997 and 1996 consist
primarily of interest income of approximately $777,000 and $608,000 earned on
Originated Mortgages (excluding GNMAs), respectively, approximately $260,000 and
$362,000 earned from investments in REMIC and GNMA Certificates and FHA Insured
Project Loan, respectively, and approximately $44,000 and $68,000 earned from
temporary investments, respectively, less administrative expenses. The total of
the annual operating expenses of the Company may not exceed the greater of (i)
2% of the Average Invested Assets of the Company or (ii) 25% of the Company's
Net Income, unless such excess is approved by the Independent Trustees. On an
annualized basis there was no excess for the three months ended March 31, 1997
and 1996.

The increase in interest income from Originated Mortgages (excluding GNMAs) of
approximately $169,000 for the three months ended March 31, 1997 compared to the
three months ended March 31, 1996 is primarily due to the additional advances on
the Stonybrook and Columbiana Originated Mortgages since March 31, 1996.

                                       25

<PAGE>

The decrease in interest income from REMIC and GNMA Certificates and FHA Insured
Project Loan of approximately $102,000 for the three months ended March 31, 1997
compared to the three months ended March 31, 1996 is primarily due to the sale
of one REMIC in August 1996 as well as decreased principal balances as a result
of principal payments.

The decrease in interest income from temporary investments of approximately
$24,000 for the three months ended March 31, 1997 compared to the three months
ended March 31, 1996 is primarily due to a decrease in uninvested proceeds
earning interest in 1997.

The decrease in general and administrative-related parties expenses of
approximately $22,000 for the three months ended March 31, 1997 compared to the
three months ended March 31, 1996 is primarily due to an overaccrual of
reimbursements to affiliates of the Advisor for certain administrative and other
costs incurred on behalf of the Company in 1996.

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

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

In order to minimize the possible adverse effects of the investment and
distribution policy described above, the Company has made the following
undertakings: (a) the Advisor has agreed not to retain acquisition fees or loan
disposition fees with respect to any portion of REMICs or CMOs which are sold
pursuant to the distribution policy; such fees totaled $96,112 as of March 31,
1997 and December 31, 1996; (b) the Advisor has agreed to contribute to the
Company funds equal to the amount by which all trading losses exceed the gains
resulting from the sale of REMIC and CMO investments to supplement the
distribution policy; such funds totaled $97,221 as of March 31, 1997 and
December 31, 1996; and (c) the Company has agreed to limit the total amount
which can be returned to investors from the early sale of investments to

                                       26

<PAGE>

support the distributions policy to less than 3% of the Gross Proceeds. During
the three months ended March 31, 1997, no investments were sold in order to
support the distribution policy.

Of the total distributions of $1,403,764 and $1,403,765 made for the three
months ended March 31, 1997 and 1996, $486,096 ($.12 per share or 35%) and
$538,953 ($.14 per share or 38%) represents a return of capital determined in
accordance with generally accepted accounting principles. As of March 31, 1997,
the aggregate amount of the distributions made since the commencement of the
Offering representing a return of capital, in accordance with generally accepted
accounting principles, totaled $7,469,111 ($1.85 per share or 42%). The portion
of the distributions which constitute a return of capital may be significant
during the acquisition stage in order to maintain level distributions to
shareholders. However, as described above, the aggregate amount of the
disposition proceeds used for distributions cannot in the aggregate exceed 3% of
the Gross Proceeds. As of March 31, 1997, the aggregate amount of disposition
proceeds used to support distributions equaled 2.44% of the Gross Proceeds
resulting in approximately $428,000 being available to support future
distributions if necessary.

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

                                       27

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings - None

Item 2.    Changes in Securities - None

Item 3.    Defaults Upon Senior Securities - None

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

Item 5.    Other Information - None

Item 6.    Exhibits and Reports on Form 8-K

       (a) Exhibits
           --------

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

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

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

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

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

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

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

                                       28


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       29

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

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

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

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

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

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

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

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

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

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

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

                                       30

<PAGE>

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

     (a) Exhibits (continued)
         --------

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

           27 Financial Data Schedule (filed herewith).

     (b)   No reports on Form 8-K were filed during the quarterly period ended
March 31, 1997.


                                       31

<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                        AMERICAN MORTGAGE INVESTORS TRUST
                                  (Registrant)


Date: May 14, 1997

                   By: /s/ Alan P. Hirmes
                       ------------------     
                       Alan P. Hirmes
                       Senior Vice President and
                       Chief Financial Officer
Date: May 14, 1997

                   By: /s/ Richard A. Palermo
                       ----------------------
                       Richard A. Palermo
                       Treasurer and
                       Chief Accounting Officer