UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A


(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


For the Transition Period from          to

                         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
                                                -----      -----

     The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of August 31, 2004 was 8,335,639.


<PAGE>



                                TABLE OF CONTENTS
                                -----------------



PART II.      OTHER INFORMATION
-------------------------------

     Item 6.  Exhibits and Reports on form 8-K
     -----------------------------------------

SIGNATURES
----------




<PAGE>


                                EXPLANATORY NOTE


This Amendment to the Registrant's  Quarterly Report on Form 10-Q for the period
ending June 30, 2004 is being filed  solely to include the text of the  Exhibits
10(d) and 10(e) which were  inadvertently  omitted from the Registrant's  filing
with the  Commission  on  August 9,  2004.  No  revisions  have been made to the
Registrant's  financial  statements  or any other  disclosure  contained in such
Quarterly Report.

PART II.  OTHER INFORMATION

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  (incorporated by
                reference to the Company's  S-8 filed with the SEC on August 26,
                2004, File No. 333 - 118572).

          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.




<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: September 7, 2004               By:  /s/ Stuart J. Boesky
                                           --------------------
                                           Stuart J. Boesky
                                           Trustee, Chairman of the Board,
                                           President and Chief Executive Officer



Date: September 7, 2004               By:  /s/ Alan P. Hirmes
                                           ------------------
                                           Alan P. Hirmes
                                           Trustee and Chief Financial Officer


<PAGE>


                                                                   Exhibit 10(d)

                               FOURTH AMENDMENT TO
                              AMENDED AND RESTATED
                           ADVISORY SERVICES AGREEMENT


         THIS  FOURTH  AMENDMENT  TO  AMENDED  AND  RESTATED  ADVISORY  SERVICES
AGREEMENT  ("Amendment")  is made as of the 9th day of June, 2004 by and between
American  Mortgage  Acceptance  Company,  a  Massachusetts  business  trust (the
"Trust")  and  Related  AMI  Associates,   Inc.,  a  Delaware  corporation  (the
"Advisor").

         WHEREAS,  the Trust and the Advisor  have  entered  into an Amended and
Restated Advisory Services Agreement,  effective as of April 6, 1999, as amended
by the First  Amendment  dated  November 29, 2001,  the Second  Amendment  dated
February 8, 2002 and the Third Amendment dated November 12, 2003,  collectively,
the "Agreement") pursuant to which, among other matters, the Advisor is entitled
to receive an annual  incentive fee (the "Annual  Incentive  Fee"),  pursuant to
Section 12(2) of the Agreement; and

         WHEREAS,  the Trust and the Advisor  desire to amend the  Agreement  in
accordance  with the  terms of this  Amendment  in  order to amend  and  restate
Section 12(2) of the Agreement;

         NOW,   THEREFORE,   in   consideration   of   the   mutual   covenants,
representations,  warranties and agreements  contained herein, and of other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  and intending to be bound hereby, the Trust and the Advisor agree
as follows:

1.       AMENDMENT TO SECTION 12(2).  Section 12(2) of  the Agreement is deleted
and replaced in its entirety by the following:


         ANNUAL INCENTIVE FEE.  Subject to  (1) a minimum  annual  Distributions
         being  made to  Shareholders  from CAD of $1.45  per  Share and (2) the
         Company  achieving at least annual  Adjusted Funds From  Operations per
         share of $1.60 (net of the Annual  Incentive Fee), the Advisor shall be
         entitled to receive  incentive  compensation for each fiscal year in an
         amount equal to the product of:

         (A)    25% of the dollar amount by which

         (1)    Adjusted Funds From Operations of the Company (before the Annual
         Incentive  Fee) per Share  (based  on the  weighted  average  number of
         Shares outstanding

         exceed

         (2)    an amount equal to the greater of:

         (a)    (i) the weighted average of (x) $20 (the  price per Share of the
         initial public  offering) and (y) the prices per Share of any secondary
         offerings by the Company multiplied by

                (ii) the Ten-Year U.S. Treasury Rate plus 2% per annum; and

         (b)    $1.45

<PAGE>

         multiplied by

         (B)    the  weighted  average number of Shares outstanding during  such
         year.

2.       Amendment to Section  10(25) Section 10(25) of the Agreement is deleted
and (i) re-alphabetized  appropriately and (ii) replaced in its entirety, by the
following

         (25)   "Adjusted  Funds From  Operations"  means  net income  (computed
         in accordance with GAAP) including realized gains (or losses) from debt
         restructuring  and  sales of assets, plus depreciation and amortization
         on real property, and after adjustments for unconsolidated partnerships
         and joint ventures.



3.       NO  FURTHER  AMENDMENTS.   Except  as  specifically  amended  by   this
Amendment,  all of the terms,  covenants and  conditions of the Agreement  shall
remain  unmodified  and in full force and effect  and are  hereby  ratified  and
confirmed.

4.       GOVERNING LAW.  This  Amendment  shall  be  governed  by and  construed
in accordance  with the laws of New York,  without giving effect to the conflict
of laws principles thereof.

5.       COUNTERPARTS.    This   Amendment  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.  A facsimile,  telecopy or
other  reproduction  of this  Amendment  may be executed by one or more  parties
hereto,  and an executed copy of this  Amendment may be delivered by one or more
parties  hereto by facsimile or similar  instantaneous  electronic  transmission
device  pursuant  to which the  signature  of or on behalf of such  party can be
seen,  and such execution and delivery  shall be considered  valid,  binding and
effective for all purposes as of the date first written above. At the request of
any party  hereto,  all  parties  hereto  agree to execute an  original  of this
Amendment as well as any facsimile, telecopy or other reproduction hereof.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.


                      AMERICAN MORTGAGE ACCEPTANCE COMPANY


                                    By: /s/ Stuart J. Boesky
                                        --------------------
                                        Stuart J. Boesky
                                        President and Chief Executive Officer



                          RELATED AMI ASSOCIATES, INC.



                                    By: /s/ Alan P. Hirmes
                                        ------------------
                                        Alan P. Hirmes
                                        Senior Vice President


<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:  September 7, 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:  September 7, 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
     September 7, 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
     September 7, 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.