SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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


For the quarterly period ended September 30, 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)

                                                    =============   ============
                                                    September 30,   December 31,
                                                        1997           1996
                                                    -------------   ------------
ASSETS
Investments in loans (Note 2)                       $46,788,060     $45,049,596
Investment in REMIC and GNMA
  Certificates and FHA
  Insured Project Loan (Note 3)                      12,521,613      12,683,331
Cash and cash equivalents                             2,501,615       4,828,561
Organization costs (net of
  accumulated amortization
  of $42,500 and $35,000,
  respectively)                                           7,500          15,000
Deferred costs                                            9,549          12,581
Accrued interest receivable                             632,947         558,146
                                                    -----------     -----------
   Total assets                                     $62,461,284     $63,147,215
                                                    ===========     ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts payable and
   accrued expenses                                 $    76,326     $    99,768
  Due to affiliates (Note 4)                          1,251,947         886,783
                                                    -----------     -----------
Total liabilities                                     1,328,273         986,551
                                                    -----------     -----------

Commitments (Note 5)

Shareholders' equity:
  Shares of beneficial interest;
   $.10 par value; 12,500,000
   shares authorized; 4,065,486
   and 4,010,000 shares issued
   and outstanding, respectively                        406,550         401,001
  Treasury stock; $.10 par value;
   206,214 and 169,115 shares,
   respectively                                         (20,622)        (16,912)
  Additional paid-in capital                         69,197,104      68,849,567
  Accumulated deficit                                (8,520,394)     (6,991,606)
  Net unrealized gain (loss) on
   marketable securities (Note 3)                        70,373         (81,386)
                                                    -----------     -----------
Total shareholders' equity                           61,133,011      62,160,664
                                                    -----------     -----------
Total liabilities and shareholders'
  equity                                            $62,461,284     $63,147,215
                                                    ===========     ===========


                 See Accompanying Notes to Financial Statements

                                       2
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Operations
                                   (Unaudited)

                               =======================   =======================
                                  Three Months Ended       Nine Months Ended
                                     September 30,            September 30,
                               -----------------------   -----------------------
                                  1997         1996         1997         1996
                               ----------   ----------   ----------   ----------
Revenues:
  Interest income:
  Mortgage loans
   (Note 2)                    $  793,562   $  690,911   $2,354,292   $2,086,545
  REMIC and
   GNMA
   Certificates
   and FHA
   Insured
   Project Loan
   (Note 3)                       245,286      327,321      731,318    1,042,659
  Temporary
   investments                     28,155       61,093      124,421      186,346
                               ----------   ----------   ----------   ----------
  Total revenues                1,067,003    1,079,325    3,210,031    3,315,550
                               ----------   ----------   ----------   ----------

Expenses:
  General and
   administrative                  22,889       50,747      129,004      157,315
  General and
   administrative -
   related parties
   (Note 4)                       103,495      106,209      364,663      396,932
  Realized
   loss on sale
   of REMICs
   and GNMAs
   and FHA
   Insured
   Project Loan
   (Note 3)                         3,614      407,708       65,386      405,886
  Amortization                      2,500        2,500        7,500        7,500
                               ----------   ----------   ----------   ----------
   Total expenses                 132,498      567,164      566,553      967,633
                               ----------   ----------   ----------   ----------

   Net income                  $  934,505   $  512,161   $2,643,478   $2,347,917
                               ==========   ==========   ==========   ==========

   Net income
    per weighted
    average share              $      .23   $      .13   $      .65   $      .59
                               ==========   ==========   ==========   ==========


                 See Accompanying Notes to Financial Statements

                                       3
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                  Statement of Changes in Shareholders' Equity
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                            Net    
                                                                                                        Unrealized 
                                                                                                           Gain    
                               Shares of                                                                 (Loss) on 
                         Beneficial Interest       Treasury Stock                                       Securities 
                         --------------------   --------------------    Additional      Accumulated      Available 
                          Shares      Amount     Shares      Amount   Paid-in Capital     Deficit        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      2,643,478              0        2,643,478
Distributions                    0          0          0           0               0     (4,172,266)             0       (4,172,266)
Purchase of                                                                                                         
   Treasury Stock                0          0    (37,099)     (3,710)       (701,164)             0              0         (704,874)
Issuance of shares of                                                                                               
   beneficial interest      55,486      5,549          0           0       1,048,701              0              0        1,054,250
Change in net                                                                                                       
   unrealized gain                                                                                                  
   (loss) on securities                                                                                             
   available                                                                                                        
   for sale (Note 3)             0          0          0           0               0              0        151,759          151,759
                         ---------   --------   --------    --------    ------------    -----------      ---------     ------------
 Balance at                                                                                                         
   September 30, 1997    4,065,486   $406,550   (206,214)   $(20,622)   $ 69,197,104    $(8,520,394)     $  70,373     $ 61,133,011
                         =========   ========   ========    ========    ============    ===========      =========     ============
</TABLE>

                See accompanying notes to financial statements.



                                       4
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Cash Flows
                                   (Unaudited)

                                                   ===========================
                                                        Nine Months Ended
                                                          September 30,
                                                   ---------------------------
                                                      1997             1996
                                                   ---------------------------
Cash flows from operating activities:
  Net income                                       $2,643,478       $2,347,917
                                                   ----------       ----------
Adjustments to reconcile net income
  to net cash provided by
  operating activities
   Amortization expense -
    organization costs                                  7,500            7,500
   Amortization expense - loan
    premium and origination costs                     357,513          358,046
   Amortization of REMIC premium                        3,055           19,523
   Amortization of REMIC
    and GNMA and FHA
    Insured Project Loan discount                     (24,274)         (33,481)
   Loss on sale of REMIC
    certificates                                       21,070          399,155
   Loss on sale of GNMAs                                1,236            5,253
   Loss on sale of FHA
    Insured Project Loan                               43,080            1,478
Changes in operating assets and
  liabilities:
  Increase in accrued
   interest receivable                                (74,801)        (158,992)
  Increase in due to affiliates                       365,164          291,350
  (Decrease) increase in accounts
   payable and accrued expenses                       (23,442)          83,145
                                                   ----------       ----------
   Total adjustments                                  676,101          972,977
                                                   ----------       ----------
  Net cash provided by
   operating activities                             3,319,579        3,320,894
                                                   ----------       ----------


                 See Accompanying Notes to Financial Statements

                                       5
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                            Statements of Cash Flows
                                   (continued)
                                   (Unaudited)

                                                   ============================
                                                        Nine Months Ended
                                                           September 30,
                                                   ----------------------------
                                                       1997            1996
                                                   ----------------------------
Cash flows from investing activities:
  Investments in loans                              (2,242,671)      (4,629,892)
  Proceeds from sale of REMIC
   Certificates                                              0        4,940,625
  Principal repayments of loans                        149,726          131,568
  Purchase of REMIC Certificates                    (1,889,817)               0
  Purchase of GNMA Certificate                      (1,981,566)               0
  Principal repayments of GNMAs                         86,164           70,802
  Principal repayments of REMICs                       646,291          866,765
  Principal repayments of FHA
   Insured Project Loan                              3,408,238           33,064
  Increase in deferred costs                                 0              (11)
                                                   -----------      -----------
  Net cash (used in) provided by
    investing activities                            (1,823,635)       1,412,921
                                                   -----------      -----------

Cash flows from financing activities:
  Increase in due to affiliates                              0           50,000
  Distributions to shareholders                     (4,172,266)      (4,165,518)
  Proceeds from issuance of shares
   of beneficial interest                            1,054,250        1,079,671
  Purchase of Treasury Stock                          (704,874)      (1,079,661)
  Increase in offering costs                                 0          (50,000)
                                                   -----------      -----------
  Net cash used in financing
   activities                                       (3,822,890)      (4,165,508)
                                                   -----------      -----------
Net (decrease) increase in cash and
  cash equivalents                                  (2,326,946)         568,307
Cash and cash equivalents at
  beginning of period                                4,828,561        6,242,945
                                                   -----------      -----------

Cash and cash equivalents at
  end of period                                    $ 2,501,615      $ 6,811,252
                                                   ===========      ===========

Supplemental schedule of non cash
  investing activities:
  Decrease in deferred costs                       $     3,032      $    53,835
  Increase in investments
   in loans                                             (3,032)         (53,835)
                                                   -----------      -----------

                                                   $         0      $         0
                                                   ===========      ===========


                 See Accompanying Notes to Financial Statements

                                       6
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 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, 207,404 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. As of September 30, 1997, 206,042
shares were redeemed, pursuant to the Redemption Plan, for an aggregate price of
$3,911,227. 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 were reduced by $319,987. 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 


                                       7
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


of September 30, 1997. As of September 30, 1997, the backlog of shares to be
redeemed is 129,431. As permitted by the provisions of the Redemption Plan, the
Board of Trustees implemented the following change to the calculation of the
redemption price for the quarter ended June 30, 1997: the original $19 per share
redemption price was reduced to reflect any return of principal received by
shareholders. As of June 30, 1997, the amount of principal which had been
distributed to shareholders was $1.53 per share and, therefore, the redemption
price was $17.47 per share ($19 per share less $1.53 per share) for redemptions
which occurred in October 1997 for the quarter ended June 30, 1997. The Board
subsequently adopted a policy to adjust the redemption price each quarter to
reflect the then net asset value of a share of the Company's stock. This new
policy is effective for redemptions with respect to quarters ended September 30,
1997 and thereafter. With respect to the Reinvestment Plan, the Board also
adopted a policy to adjust the reinvestment price at which participants may
acquire additional shares under the Reinvestment Plan to also reflect the then
net asset value of a share of the Company's stock. The change in policy with
respect to the reinvestment price is effective November 30, 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 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 September 30, 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 guaran-


                                       8
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


teed 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 September 30, 1997, the results of operations for the three
and nine months ended September 30, 1997 and 1996 and cash flows for the nine
months ended September 30, 1997 and 1996. However, the operating results for the
nine months ended September 30, 1997 may not be indicative of the results for
the year.

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.

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


                                       9
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 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 $46,613,871.


                                       10
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)

Information relating to investments in Originated Mortgages (excluding GNMAs-see
Note 3) and Additional Loans as of September 30, 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)
                                                                    -----------


                                       11
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)

   Investments in loans - December 31, 1996                        $45,049,596

   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                                       (223,433)
                                                 -----------
 Stonybrook total advanced                         8,276,567
 Stonybrook advanced prior
   to 1997                                        (6,294,663)
                                                 -----------
 Stonybrook-advanced in 1997                                         1,981,904
                                                                   -----------
                                                                    47,295,299
                                                                   -----------
Deductions:                                    

 Amortization of Additional Loans                                     (279,687)
 Amortization of loan origination costs                                (77,826)
 Collection of principal                       
 - Cove                                                                (37,435)
 - Oxford                                                              (51,473)
 - Town and Country                                                    (52,917)
 - Stonybrook                                                           (7,901)
                                                                   -----------
                                                                      (507,239)
                                                                   -----------
                                               
   Investments in loans - September 30, 1997                       $46,788,060
                                                                   -----------
                                            


                                       12
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


NOTE 2 - Investments in Loans (continued)

Information relating to investments in Originated Mortgages (excluding GNMAs -
see Note 3) and Additional Loans as of September 30, 1997 and December 31, 1996
is as follows:
<TABLE>
<CAPTION>

                               Date of
                               Invest-                  Amounts Advanced                                   Total                    
                                 ment/   --------------------------------------------------               Amounts                   
                                 Final                                             Total                  Advanced                  
                               Maturity     Equity      Bridge      Mortgage      Amounts      Amounts      and        Outstanding  
Property         Description    Date         Loans       Loans        Loans      Advanced    Unadvanced  Unadvanced    Loan Balance 
-------------    -----------   --------  -----------   --------   -----------   -----------  ----------  -----------   ------------ 
<S>              <C>            <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   $ 7,476,179  
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    10,280,058  
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    10,172,612  
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     8,839,895  
Lakes Apts       Apartment      Nov. 35                                                                                             
Columbia,        Units          (G)                                                                                                 
SC (C)                                                                                                                              
                                                                                                                                    
Stony Brook      125            Dec. 95      763,909       None     8,276,567     9,040,476    223,433     9,263,909     9,032,575  
Village II Apts. Apartment      Sept. 37                                                                                            
East Haven,      Units          (G)                                                                                                 
CT (H)                                                                                                                              
                                          ------------------------------------------------------------------------------------------
Total                                     $4,362,409   $200,000   $42,051,462   $46,613,871   $629,538   $47,243,409   $45,801,319  
                                          ==========================================================================================

                                                                         Interest 
                                                                          Earned            
                   Loan                    Final Balance  Final Balance    by the                     Net
                Origination   Accumulated   At September   At December    Company     Less 1997     Interest
Property           Costs      Amortization    30, 1997     31, 1996 (I)   for 1997    Amortization    Earned
-------------   -----------   ------------ -------------  -------------  ----------   ------------  ----------
<S>              <C>           <C>           <C>           <C>           <C>            <C>         <C>       
The Cove Apts    $  444,215    $  383,813    $ 7,536,581   $ 7,649,877   $  450,354     $ 75,861    $  374,493
Houston,                                                                                           
TX (A)                                                                                             
                                                                                                   
Oxford on           610,814       527,852     10,363,020    10,518,823      630,844      104,330       526,514
Greenridge                                                                                         
Apts                                                                                               
Houston,                                                                                           
TX (A)                                                                                             
                                                                                                   
Town &              603,895       401,266     10,375,241    10,515,510      613,788       87,352       526,436
Country IV                                                                                         
Apts                                                                                               
Urbana,                                                                                            
IL (B)                                                                                             
                                                                                                   
Columbiana          532,835       191,264      9,181,466     8,959,892      529,550       42,225       487,325
Lakes Apts                                                                                         
Columbia,                                                                                          
SC (C)                                                                                             
                                                                                                   
Stony Brook         413,491       114,314      9,331,752     7,405,494      487,269       47,745       439,524
Village II Apts.                                                                                   
East Haven,                                                                                        
CT (H)                                                                                             
                ----------------------------------------------------------------------------------------------
Total            $2,605,250    $1,618,509    $46,788,060   $45,049,596   $2,711,805     $357,513    $2,354,292
                ==============================================================================================
</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.


                                       13
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 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 four
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 ten
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.


                                       14
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


Information relating to investments in REMIC and GNMA Certificates and FHA
Insured Project Loan as of September 30, 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 Discounts                                           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 Premiums                                           (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


                                       15
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


Additions:

 Purchase of GNMA Certificate                                        1,981,566
 Purchase of REMIC Certificates                                      1,889,817
 Amortization of Discounts                                              24,274
                                                                   -----------

                                                                    16,578,988
                                                                   -----------

Deductions:

 Principal Repayments (Sales) of GNMA
   Certificates                                                        (86,164)
 Principal Repayments (Sales) of REMIC
   Certificates                                                       (646,291)
 Principal Repayments (Sales) of
   FHA Insured Project Loan                                         (3,408,238)
 Loss on Sale of REMIC Certificates                                    (21,070)
 Loss on Sale of GNMA Certificates                                      (1,236)
 Loss on Sale of FHA Insured Project Loan                              (43,080)
 Amortization of Premiums                                               (3,055)
                                                                   -----------
                                                                    (4,209,134)
                                                                   -----------


Amortized Cost at September 30, 1997
(including unrealized loss of $81,386
at December 31, 1996)                                               12,369,854

Change in net unrealized gain on securities
 available for sale                                                    151,759
                                                                   -----------

Carrying value at September 30, 1997                               $12,521,613
                                                                   -----------


                                       16
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 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 September 30, 1997 and December 31, 1996 is as
follows:

<TABLE>
<CAPTION>
                                  Date                 Original                                               Loan                 
                               Purchased               Purchase                  Premium    Accumulated   Origination  Unrealized  
                                 /Final     Stated      Price       Principal   (Discount)  Amortization     Costs     Gain (Loss) 
                   Certificate  Payment    Interest   Including     at Sept.      at Sept.    at Sept.      at Sept.     at Sept.  
Seller             Number         Date       Rate     Prem/(Disc)   30, 1997      30, 1997    30, 1997      30, 1997     30, 1997  
-----------------  -----------  --------   --------   -----------  -----------   ---------  -------------  -----------  ---------  
<S>                <C>           <C>         <C>      <C>           <C>          <C>           <C>           <C>          <C>      
GNMA Certificates                                                                                                                  
-----------------                                                                                                                  
Bear Stearns       0355540       7/27/94     7.125%   $ 2,407,102   $2,593,485   $(239,897)    $64,198       $80,236      $67,705  
                                 3/15/29                                                                                           
Malone Mortgage    0382486       7/28/94     8.500%     2,197,130    2,171,636      (8,143)      2,276        73,756          (25) 
                                 8/15/29                                                                                           
Goldman Sachs      0328502       7/29/94     8.250%     3,928,615    3,731,199      (3,496)      1,063       127,081      (31,368) 
                                 7/15/29                                                                                           
SunCoast Capital   G22412(7)     6/23/97     7.000%     1,981,566    1,985,402     (12,887)        716             0       12,171  
   Group, Ltd.                   4/20/27                                                                                           
                                                                                                                                   
REMIC Certificates                                                                                                                 
Bear Stearns       FNMA          8/27/93     6.500%    10,160,938            0           0           0             0            0  
                   1992-17G(1)   Sold(1)                                                                                           
Bear Stearns       FHLMC         10/26/93    4.850%     4,838,600            0           0           0             0            0  
                   G-024C(2)     Sold(3)                                                                                           
Meridan Capital    FHLMC         10/25/94    5.750%     1,721,291            0           0           0             0            0  
   Markets         1292ZA(3)     6/15/97(4)                                                                                        
Meridan Capital    FNMA          10/25/94    5.250%       258,357            0           0           0             0            0  
   Markets         1992-153A(3)  9/25/97(8)                                                                                        
Meridan Capital    FHLMC         10/27/94    6.500%       742,538       37,203        (256)        256         1,260       (1,325) 
   Markets         1580A(3)      9/15/98                                                                                           
Meridan Capital    FHLMC         11/9/94     7.350%       269,658            0           0           0             0            0  
   Markets         1258C(3)      5/15/04(5)                                                                                        
SunCoast Capital   FHLMC         5/30/97     7.000%       507,288      466,537       1,443      (1,155)            0        4,523  
   Group, Ltd.     17218(7)      2/1/98                                                                                            
SunCoast Capital   FHLMC         5/30/97     6.500%       251,967      250,241         484        (484)            0          756  
   Group, Ltd.     17161(7)      2/1/98                                                                                            
SunCoast Capital   FHLMC         6/23/97     7.000%       147,437      146,604         497        (373)            0        1,388  
   Group, Ltd.     17125(7)      1/1/98                                                                                            
SunCoast Capital   FNMA          6/30/97     7.500%       983,125    1,000,000     (16,875)       (767)            0       16,548  
   Group, Ltd.     1997-42V(7)   10/18/09                                                                                          
                                                                                                                                   
FHA Insured Project Loan                                                                                                           
------------------------
Donaldson, Lufkin  092-11005     1/3/95      8.600%     3,374,679            0           0           0             0            0  
   & Jenrette                    4/1/19(6)            -----------  -----------   ---------     -------      --------      -------  

Total                                                 $33,770,291  $12,382,307   $(279,130)    $65,730      $282,333      $70,373  
                                                      ===========  ===========   =========     =======      ========      =======  


                                                        Interest
                              Final         Final        Earned
                             Balance       Balance       by the                      Net
                             at Sept.      at Dec.       Company       1997        Interest
Seller                       30, 1997      31, 1996      for 1997   Amortization    Earned 
-----------------           -----------    ----------    --------   ------------   --------
<S>                          <C>           <C>           <C>           <C>         <C>     
GNMA Certificates                                                                  
-----------------                                                                  
Bear Stearns                $ 2,565,727   $ 2,526,991    $138,955      $15,250     $154,205
                                                                                   
Malone Mortgage               2,239,500     2,227,043     138,702          540      139,242
                                                                                   
Goldman Sachs                 3,824,479     3,802,730     232,332          253      232,585
                                                                                   
SunCoast Capital              1,985,402             0      37,910          722       38,632
   Group, Ltd.                                                                     
                                                                                   
REMIC Certificates                                                                 
Bear Stearns                          0             0           0            0            0
                                                                                   
Bear Stearns                          0             0           0            0            0
                                                                                   
Meridan Capital                       0       338,033       3,848            0        3,848
   Markets                                                                         
Meridan Capital                       0        61,081       1,060            0        1,060
   Markets                                                                         
Meridan Capital                  37,138       214,816       5,499            0        5,499
   Markets                                                                         
Meridan Capital                       0        28,779         266            0          266
   Markets                                                                         
SunCoast Capital                471,348             0      11,218       (1,415)       9,803
   Group, Ltd.                                                                     
SunCoast Capital                250,997             0       5,482         (498)       4,984
   Group, Ltd.                                                                     
SunCoast Capital                148,116             0       2,795         (375)       2,420
   Group, Ltd.                                                                     
SunCoast Capital                998,906             0      18,958         (767)      18,191
   Group, Ltd.                                                                     
                                                                                   
FHA Insured Project Loan                                                           
------------------------
Donaldson, Lufkin  092-11005          0     3,483,858     113,074        7,509      120,583
   & Jenrette               -----------   -----------    --------      -------     --------
                                                        
Total                       $12,521,613   $12,683,331    $710,099      $21,219     $731,318
                            ===========   ===========    ========      =======     ========
</TABLE>


                                       17
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


(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 both November 4, 1993 and
February 1, 1994, the Company sold $200,000 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 


                                       18
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


Company for the fees previously paid and the trading loss incurred with respect
to the permanent investment portion of the 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.

(4) The stated final payment date was June 15, 1997. The actual final payment
amounting to $40,553 was received on June 16, 1997.

(5) The stated final payment date was May 15, 2004. The actual final payment
amounting to $7,099 was received on April 15, 1997.

(6) The stated final payment date was April 1, 2019. The actual final payment
amounting to $3,392,445 was received on May 23, 1997.

(7) Purchased as a permanent investment using the proceeds from the final
payment received from the FHA Insured Project Loan (See (6) above) and a portion
of the proceeds from the sale of Fannie Mae REMIC Certificate #1992-17G (see (1)
above).

(8) The stated final payment date was September 25, 1997. The actual final
payment amounting to $6,564 was received on September 29, 1997.


                                       19
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 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 September 30, 1997
and December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                              Unrealized                            Unrealized
                  Amortized     Gain         Fair       Amortized      Gain          Fair
                   Cost at       at        Value at      Cost at     (Loss) at     Value at
                  September   September    September     December     December     December
Security           30, 1997   30, 1997      30, 1997     31, 1996     31, 1996     31, 1996
                 -----------   -------    -----------   -----------   --------    -----------
<S>              <C>           <C>        <C>           <C>            <C>        <C>        
FHA Insured
  Project Loan   $         0   $     0    $         0   $ 3,443,808    $40,050    $ 3,483,858
Fannie Mae                                                                      
  REMICs             982,358    16,548        998,906        63,467     (2,386)        61,081
Federal                                                                         
  Home Loan                                                                     
  REMICs             902,257     5,342        907,599       601,749    (20,121)       581,628
Ginnie Mae                                                                      
  Certificates    10,566,625    48,483     10,615,108     8,655,693    (98,929)     8,556,764
                 -----------   -------    -----------   -----------   --------    -----------
                                                                                
                 $12,451,240   $70,373    $12,521,613   $12,764,717   $(81,386)   $12,683,331
                 ===========   =======    ===========   ===========   ========    ===========
</TABLE>


                                       20
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


The change in the unrealized loss for the nine months ended September 30, 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 nine months
   ended September 30, 1997 included in
   unrealized loss at December 31, 1996                                  17,349
Unrealized gain on securities purchased
   during the nine months ended
   September 30, 1997                                                    35,386
Unrealized gain on securities held at
   September 30, 1997 and December 31, 1996                              99,024
                                                                      ---------

Unrealized gain at September 30, 1997                                 $  70,373
                                                                      =========

For the nine months ended September 30, 1997, there were losses of $65,386
(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 $93,958 and
$99,332 for the three months ended September 30, 1997 and 1996, and $273,203 and
$279,522 for the nine months ended September 30, 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 


                                       21
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


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 September
30, 1997 and December 31, 1996, shares received by the Advisor totaled 38,309 at
a total value of $565,058 ($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 Loans; (acquisition fees and
acquisition expense allowance incurred approximated $2,545,000 and $761,000 at
both September 30, 1997 and December 31, 1996 of which $2,545,000 and $725,000
at September 30, 1997 and $2,545,000 and $722,000 at December 31, 1996 have been
capitalized and included in Investment in Loans and Investment in REMIC and GNMA
Certificates and FHA Insured Project Loan, 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 September 30, 1997 and 1996 were $9,537 and $6,877, respectively,
and the costs and expenses incurred for the nine months ended September 30, 1997
and 1996 were $91,460 and $117,410, respectively.

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 September 30, 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 September
30, 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 


                                       22
<PAGE>


                        AMERICAN MORTGAGE INVESTORS TRUST
                          Notes to Financial Statements
                               September 30, 1997
                                   (Unaudited)


less than 3% of the Gross Proceeds. As of September 30, 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.

Note 5 - Subsequent Event

On October 17, 1997, the Company redeemed approximately 19,751 shares, pursuant
to the Redemption Plan, for an aggregate price of $345,053.

On November 14, 1997, a distribution of $1,385,610 and $17,656 will be paid to
the Investors and the Advisor, respectively, representing the 1997 third quarter
distribution. The distribution was funded from cash collections of debt service
payments and interest income through approximately the distribution date,
November 14, 1997.


                                       23
<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, 207,404
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. As of September 30, 1997, the Company redeemed 206,042
shares, pursuant to the Redemption Plan, for an aggregate price of $3,911,227.
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 were reduced by $319,987. 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 September 30, 1997. As of September 30, 1997, the backlog of shares
to be redeemed is 129,431. As permitted by the provisions of the Redemption
Plan, the Board of Trustees implemented the following change to the calculation
of the redemption price for the quarter ended June 30, 1997: the original $19
per share redemption price was reduced to reflect any return of principal
received by shareholders. As of June 30, 1997, the amount of principal which had
been distributed to shareholders was $1.53 per share and, therefore, the
redemption price was $17.47 per share ($19 per share less $1.53 per share) for
redemptions which occurred in October 1997 for the quarter ended June 30, 1997.
The Board subsequently adopted a policy to adjust the redemption price each
quarter to reflect the then net asset value of a share of the Company's stock.
This new policy is effective for redemptions with respect to quarters ended
September 30, 1997 and thereafter. With respect to the 


                                       24
<PAGE>


Reinvestment Plan, the Board also adopted a policy to adjust the reinvestment
price at which participants may acquire additional shares under the Reinvestment
Plan to also reflect the then net assets value of a share of the Company's
stock. The change in policy with respect to the reinvestment price is effective
November 30, 1997.

During the nine months ended September 30, 1997, cash and cash equivalents
decreased approximately $2,327,000 due to investments in loans ($2,243,000),
purchase of REMIC Certificates and GNMA Certificate (3,871,000) and
distributions to shareholders ($4,172,000) which exceeded cash provided by
operating activities ($3,320,000), proceeds from the issuance of shares of
beneficial interest net of the purchase of treasury stock ($349,000) and
principal repayments of loans, GNMAs, REMICs and FHA Insured Project Loan
($4,290,000). Included in the adjustments to reconcile the net income to cash
provided by operating activities is net amortization in the amount of $344,000.

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 Developments provided that not more than an aggregate of 7% of the
Net Proceeds raised in the Offering were invested in Additional Loans. As of
September 30, 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 September 30, 1997, the Company had funded five Originated Mortgages
(excluding GNMAs-see below) in an aggregate amount of $42,051,462 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, two of which matured during 1997, 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 which matured in 1997. In 1997, the Company acquired (i) three FHLMC
REMIC certificates and one Fannie Mae 


                                       25
<PAGE>


Mortgage Guaranteed REMIC Certificate in the aggregate amount of $1,889,817 and
(ii) a portion of one Ginnie Mae Guaranteed Single Family Pool Certificate in
the amount of $1,981,566. Net unrealized gains on REMIC and GNMA investments
included in shareholders' equity pursuant to Statement of Financial Accounting
Standards No. 115 aggregated $70,373 at September 30, 1997. This represents a
decrease of $151,759 in the unrealized loss at December 31, 1996, of which a
decrease of $17,349 is attributable to the sale of securities (which resulted in
a realized loss of $65,386), a decrease of $35,386 is attributable to securities
purchased during 1997 and a decrease of $99,024 is attributable to an increase
in market prices for the investments held at September 30, 1997 and December 31,
1996. As of November 6, 1997, the unrealized gain was approximately $110,000.

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 the 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 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), if any, 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.

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.


                                       26
<PAGE>


For a description of the Company's investment 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 and nine months ended September 30, 1997 and
1996 consisted primarily of interest income of approximately $794,000 and
$691,000 and $2,354,000 and $2,087,000, respectively, earned on Originated
Mortgages (excluding GNMAs), approximately $245,000 and $327,000 and $731,000
and $1,043,000, respectively, earned from investments in REMIC and GNMA
Certificates and FHA Insured Project Loan and approximately $28,000 and $61,000
and $124,000 and $186,000, respectively, earned from temporary investments 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 nine months ended September 30, 1997 and 1996.

Interest income from Originated Mortgages (excluding GNMAs) increased
approximately $103,000 and $268,000 for the three and nine months ended
September 30, 1997 as compared to the corresponding periods in 1996, primarily
due to the additional advances on the Stonybrook Originated Mortgage since
September 30, 1996.

Interest income from REMIC and GNMA Certificates and FHA Insured Project Loan
decreased approximately $82,000 and $311,000 for the three and nine months ended
September 30, 1997 as compared to the corresponding periods in 1996 primarily
due to the sale of one REMIC in August 1996 and the repayment of the FHA Insured
Project Loan in May 1997, partially offset by the purchase of two REMICs in May
1997 and two REMICs and one GNMA in June 1997.

Interest income from temporary investments decreased approximately $33,000 and
$62,000 for the three and nine months ended September 30, 1997 as compared to
the corresponding periods in 1996, primarily due to a decrease in uninvested
proceeds earning interest in 1997.

General and administrative decreased approximately $28,000 and $28,000 for the
three and nine months ended September 30, 1997 


                                       27
<PAGE>


as compared to the corresponding periods in 1996 primarily due to a decrease in
legal fees as well as small decreases in several other general and
administrative expenses in 1997.

Realized loss on sale of REMICs and GNMAs and FHA Insured Project Loan decreased
approximately $404,000 and $341,000 for the three and nine months ended
September 30, 1997 as compared to the corresponding periods in 1996 primarily
due to the sale of one REMIC in August 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. The Company has completed the
offering and acquisition stage and therefore, the Board has reviewed the
current distribution policy. Beginning in the first quarter of 1998 the Company
will change its distribution policy. The new policy will call for quarterly
distributions which more closely reflect collections of interest payments.

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 September
30, 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 September 30, 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. During the nine
months ended September 30, 1997, no investments were sold in order to support
the distribution policy.

Of the total distributions of $4,172,266 and $4,165,518 made for the nine months
ended September 30, 1997 and 1996, $1,528,788 ($.38 per share or 37%) and
$1,817,601 ($.46 per share or 44%) represents a return of capital determined in
accordance with generally accepted accounting principles. As of September 30,
1997, the aggregate amount of the distributions made since the commence-


                                       28
<PAGE>


ment of the Offering representing a return of capital, in accordance with
generally accepted accounting principles, totaled $8,511,803 ($2.09 per share or
41%). The portion of the distributions which constitutes 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 September 30, 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 as determined by the Board on a
quarterly basis.


                                       29
<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 previ-


                                       30
<PAGE>


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

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

ously filed as an Exhibit to Current Report on Form 8-K dated December 16, 1993.

            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 previ-


                                       31
<PAGE>


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

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

ously 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.

           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.


                                       32
<PAGE>


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

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


            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.

            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) Reports on Form 8-K.

            No reports on Form 8-K were filed during the quarter.


                                       33
<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 INVESTORS TRUST
                                  (Registrant)


Date:  November 13, 1997

                                      By: /s/ Alan P. Hirmes
                                          ------------------
                                          Alan P. Hirmes
                                          Senior Vice President and
                                          Chief Financial Officer
                   
Date:  November 13, 1997

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