EXHIBIT 4.1  


FORM OF STOCK CERTIFICATE  


INCORPORATED UNDER THE LAWS OF

THE STATE OF MARYLAND 


NUMBER                    

SHARES 


CUSIP 02363X 


AMERICA FIRST APARTMENT INVESTORS, INC. 


Common Stock

Par Value $0.01 per Share 


        THIS
CERTIFIES
THAT                                        is the
owner
of                                        Shares
of the Common Stock of America First Apartment Investors, Inc., transferrable only on the books of the
corporation by the holder hereof in person or by duly authorized attorney, on surrender of this certificate properly endorsed. 


[SEAL]



        IN
WITNESS WHEREOF the duly authorized officers of this Corporation have hereunto subscribed their names and caused the corporate Seal to be hereto affixed at Omaha, Nebraska this
    day of                      ,         A.D. 



	    
 Chief Executive Officer	 	    
 Secretary








Reverse Side of Certificate 


        The
Corporation will furnish to any stockholder on request and without charge a full statement of the designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred or special class in series which the Corporation is authorized to issue, to the extent they have been set, and of the
authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent. 


        The
securities represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Corporation's maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the 'Code'). Except as otherwise provided in the Charter of the Corporation, (1) no Person may
Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.8% (in value or number) of the outstanding Capital Stock of the Corporation; or (2) there shall be no Transfer or other
event that would cause a violation of the Ownership Limit, that would result in Equity Stock of the Corporation being Beneficially Owned by fewer than 100 persons or that would result in the
Corporation's being 'closely held' under section 856(h) of the Code. Any Person who violates, or attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of, the above
limitations must immediately notify the Corporation in writing. If the restrictions on transfer or ownership are violated, the shares of Equity Stock represented hereby will be automatically converted
into shares of Excess Stock which will be held in trust for the benefit of one or more Charitable Beneficiaries as provided in the Charter. In addition, upon the occurrence of certain events,
attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this legend have the meanings defined
in the Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital
Stock of the Corporation on request and without charge. 


        Keep
this certificate in a safe place. If it is lost, stolen, or destroyed, the Corporation will require a bond of indemnity as a condition to the issuance of a replacement certificate. 



        The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	 	-as tenants in common	 	UNIF GIFT MIN ACT	 	Custodian
	TEN ENT	 	-as tenants by the entireties	 	 	 	(Cust)
	(Minor)	 	 	 	 
	JT TEN	 	-as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act	 	 	 	 
	 	 	 	 	(State)	 	 
	 	 	Additional abbreviations may also be used though not in the above list





For
value received,                        hereby sell, assign and transfer unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)
                                         
                               


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)                        shares of the capital stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint                                        
        Attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 








Dated                     


NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.