EXHIBIT 31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael J. Draper, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of America First Apartment Investors, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by thisreport;
3. Based on my knowledge, the financial statements, and other financial information included in thereport, fairly present in all material respects the financial condition, results of operations andcash flows of the Company as of, and for, the periods represented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:
 (a)  Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in whichthis report is being prepared;  (b)  Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;  (c)  Evaluated the effectiveness of the Company’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based onsuch evaluation; and  (d)  Disclosed in this report any change in the Company’s internal control overfinancial reporting that occurred during the Company’s most recent fiscal quarter (theCompany’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internal controlover financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the Company’s auditors and the audit committee ofthe Company’s board of directors:
 (a)  All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and  (b)  Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Company’s internal control over financial reporting.
Date: May 3, 2005   /s/ Michael J. Draper    Michael J. Draper  Vice President, Chief Financial Officer, Treasurer and Secretary