FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
(Mark One)

   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended December 31, 1998

                                      OR

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

   For the transition period from          to

   Commission file number 0-17582

            AMERICA FIRST PREP FUND 2 PENSION SERIES
                       LIMITED PARTNERSHIP
             (Exact name of registrant as specified
            in its Agreement of Limited Partnership)

                                                        
Delaware                                              47-0719051
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

Suite 400, 1004 Farnam Street, Omaha, NE              68102
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including
 area code:                                           (402) 444-1630

Securities Registered Pursuant to Section 12(b) of the Act:

                                     None

Securities Registered Pursuant to Section 12(g) of the Act:

     Beneficial Unit Certificates representing assigned limited partnership 
     interests in the Registrant ("BUCs").

     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

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K (Section 229.405 of the chapter) is not contained 
herein, and will not be contained, to the best of the registrant's knowledge, 
in definitive proxy or information statements incorporated by reference in 
Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

     The Beneficial Unit Certificates representing assigned limited 
partnership interests in the Registrant (the "BUCs") are not currently traded 
in any market.  Therefore, there is no market price or average bid and asked 
price for the BUCs within the 60 days prior to the date of this filing.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None











<PAGE>                               - i -

                               TABLE OF CONTENTS

                                                                          Page


                                    PART I

Item  1. Business                                                           1
Item  2. Properties                                                         2
Item  3. Legal Proceedings                                                  3
Item  4. Submission of Matters to a Vote of Security Holders.               3

                                    PART II

Item  5. Market for Registrant's Common Equity and Related Stockholder 
         Matters                                                            4
Item  6. Selected Financial Data                                            5
Item  7. Management's Discussion and Analysis of Financial Condition 
         and Results of Operations                                          5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk        11
Item  8. Financial Statements and Supplementary Data                       12
Item  9. Changes in and Disagreements With Accountants on Accounting 
         and Financial Disclosure                                          12

                                  PART III

Item 10. Directors and Executive Officers of Registrant                    13
Item 11. Executive Compensation                                            15
Item 12. Security Ownership of Certain Beneficial Owners and Management    15
Item 13. Certain Relationships and Related Transactions                    15

                                   PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K   16

SIGNATURES                                                                 31







































<PAGE>                            - ii -

                                  PART I

     Item 1.  Business.  America First PREP Fund 2 Pension Series Limited 
Partnership (the "Registrant" or the "Partnership") was formed on February 
2,1988, under the Delaware Revised Uniform Limited Partnership Act to invest 
principally in federally-insured first mortgages on multifamily residential 
properties, including retirement living centers, and in securities 
collateralized by first mortgages on multifamily residential properties.  The 
Registrant also invests in Preferred Real Estate Participations ("PREPs") in 
the form of limited partnership interests in the limited partnerships which 
own the financed properties.  The Registrant's business objectives are to 
provide investors:  (i) safety and preservation of capital; (ii) regular cash 
distributions; and, (iii) a potential for an enhanced yield from 
participations in the net cash flow and net capital appreciation from the 
financed properties received under the terms of the PREPs.

      A total of 905,974 Beneficial Unit Certificates (BUCs) were sold at $20 
per BUC for total capital contributions of $16,697,101 after the payment of 
certain organization and offering costs.

					On April 10, 1998, the Partnership consummated a merger with AF Merger, 
L.P., a Delaware limited partnership (Merger L.P.), pursuant to an Agreement 
and Plan of Merger, dated as of July 29, 1997 (the Merger Agreement), among 
the Partnership, Merger L.P., America First Participating/Preferred Equity 
Mortgage Fund Limited Partnership, a Delaware limited partnership, America 
First PREP Fund 2 Limited Partnership, a Delaware limited partnership, and 
America First Mortgage Investments, Inc., a Maryland corporation (AFM).  The 
Partnership was the surviving limited partnership of the merger with Merger 
L.P., but as a result of the merger, (i) the general partner interest in 
America First Capital Associates Limited Partnership Six ("AFCA"), the general 
partner of the Partnership, was acquired by AFM, (ii) the limited partner 
interest in AFCA was acquired by a wholly-owned subsidiary of AFM, (iii) a 
total 883,422 BUCs of the Partnership were exchanged, at the rate of 
approximately 1.31 shares per BUC, for 1,153,552 shares of the common stock of 
AFM and (iv) AFM became the holder of such BUCs.  Accordingly, the Partnership 
has become a partnership subsidiary of AFM.  As of December 31, 1998, the 
holders of 10,455 BUCs elected to continue their current investment in the 
Partnership through the retention of their BUCs.

      Through December 31, 1998, the Registrant had acquired:  (i) five 
mortgage-backed securities guaranteed as to principal and interest by the 
Government National Mortgage Association ("GNMA") collateralized by first 
mortgage loans on multifamily housing projects located in four states (the 
"GNMA Certificates"); (ii) various mortgage-backed securities collateralized 
by pools of single-family mortgages and guaranteed as to principal and 
interest by either GNMA or the Federal National Mortgage Association ("FNMA") 
(the "Single-Family Certificates") and; (iii) PREPs in five limited 
partnerships which own the multifamily housing properties financed by the GNMA 
Certificates.  The Partnership has been repaid by GNMA on the GNMA 
Certificates collateralized by the Villages at Moonraker, Laurel Park 
Apartments and Ashwood Apartments.  In addition, the Partnership sold its GNMA 
Certificate which was collateralized by Owings Chase Apartments.  The 
Partnership no longer holds PREPs in two properties. Collectively, the 
remaining GNMA Certificate and the three remaining PREPs are referred to 
herein as the "Permanent Investments".  A description of the Permanent 
Investments held by the Registrant at December 31, 1998, (and the properties 
financed thereby) appears in Notes 5 and 6 to the Notes to Financial 
Statements filed in response to Item 8 hereof.  In addition, the Registrant 
held various Single-Family Certificates at December 31, 1998. 

     The remaining GNMA Certificate and the Single-Family Certificates provide 
the Registrant with monthly payments of principal and interest which are 
guaranteed either by GNMA or FNMA.  The PREPs are intended to provide the 
Registrant with a base return plus a participation in the net cash flow and 
net capital appreciation of the underlying real estate properties.  Therefore, 
the return to the Registrant depends, in part, on the economic performance of 
the real estate financed by the PREPs.

     While principal of and interest on the GNMA Certificates and 
Single-Family Certificates is guaranteed by the United States government, the 
amount of cash distributions received by the Registrant from the PREPs is a 
function of the net rental revenues generated by the properties financed by 
the Registrant.  Net rental revenues from a multifamily apartment complex 


<PAGE>                              - 1 -

depend on the rental and occupancy rates of the property and on the level of 
operating expenses.  Occupancy rates and rents are directly affected by the 
supply of, and demand for, apartments in the market areas in which a property 
is located.  This, in turn, is affected by several factors such as local or 
national economic conditions, the amount of new apartment construction and 
interest rates on single-family mortgage loans.  In addition, factors such as 
government regulation (such as zoning laws), inflation, real estate and other 
taxes, labor problems and natural disasters can affect the economic operations 
of a property.

     In each city in which the properties financed by the Registrant are 
located, such properties compete with a substantial number of other apartment 
complexes.  Apartment complexes also compete with single-family housing that 
is either owned or leased by potential tenants.  The principal method of 
competition is to offer competitive rental rates.  Such properties also 
compete by emphasizing property location, condition and property amenities.

     The Registrant believes that each of the properties is in compliance in 
all material respects with federal, state and local regulations regarding 
hazardous waste and other environmental matters and the Registrant is not 
aware of any environmental contamination at any of such properties that would 
require any material capital expenditure by the Registrant for the remediation 
thereof.  

     The Registrant is engaged solely in the business of providing financing 
for the acquisition and improvement of real estate.  Accordingly, the 
presentation of information about industry segments is not applicable and 
would not be material to an understanding of the Registrant's business taken 
as a whole.

     The Registrant has no employees.  Certain services are provided to the 
Registrant by employees of America First Companies L.L.C. which is an 
affiliate of the general partner of the Registrant, and the Registrant 
reimburses America First Companies L.L.C. for such services at cost.  The 
Registrant is not charged and does not reimburse for the services performed by 
managers and officers of America First Companies L.L.C.

     Item 2.  Properties.  The Registrant does not directly own or lease any 
physical properties.  The Registrant has invested in the Permanent Investments 
described in Item 1.  By virtue of its interest in the PREPs, the Partnership 
indirectly owns the properties it has financed through its Permanent 
Investments.  Descriptions of the multifamily housing projects collateralizing 
the Permanent Investments held by the Registrant as of December 31, 1998, are 
described in the following table:

<TABLE>
<CAPTION>
                                                                           Average
                                                            Number     Square Feet            Federal
Property Name                  Location                   of Units        Per Unit          Tax Basis
--------------------------     ----------------------     --------     -----------     ---------------
<S>                            <C>                        <C>          <C>             <C>
Broadmoor Court                Colorado Springs, CO            47             391      $    1,785,888
Laurel Park Apartments         Riverdale, GA                  387             855           6,972,287
Owings Chase Apartments        Pikesville, MD                 234             960           7,753,633   
                                                          --------                     ---------------
                                                              668                      $   16,511,808
                                                          ========                     ===============
</TABLE>

     Depreciation is taken on each property on a straight-line basis over the 
estimated useful lives of the components of the properties ranging from five 
to 40 years.












<PAGE>                              - 2 -  

  The average annual occupancy rate and average effective rental rate per unit 
for each of the properties for each of the last five years are listed in the 
following table:

<TABLE>
<CAPTION>
                                                       1998       		1997         1996         1995         1994         
                                                  ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
 BROADMOOR COURT
 Average Occupancy Rate                                   93%        93%           96%          99%          98%          
 Average Effective Annual Rental Per Unit             $22,105    $21,108       $21,400      $21,289      $20,540      

 LAUREL PARK APARTMENTS
 Average Occupancy Rate                                   97%        96%           97%          95%          85%          
 Average Effective Annual Rental Per Unit              $6,134     $5,434        $5,293       $4,867       $4,217       

 OWINGS CHASE APARTMENTS
 Average Occupancy Rate                                   98%        94%           96%          95%          91%        
 Average Effective Annual Rental Per Unit              $7,166     $6,820        $6,792       $6,580       $6,302       

</TABLE>

     In the opinion of the Partnership's management, each of the properties is 
adequately covered by insurance.  For additional information concerning the 
properties, see "Management's Discussion and Analysis of Financial Condition 
and Results of Operations" and Note 6 to the Registrant's Financial 
Statements.  A discussion of general competitive conditions to which these 
properties is included in Item 1 hereof.

     Item 3.  Legal Proceedings.  There are no material pending legal  
proceedings to which the Registrant is a party or to which any of its property 
is subject.

     Item 4.  Submission of Matters to a Vote of Security Holders.  No matter 
was submitted during the fourth quarter of 1998 to a vote of the Registrant's 
security holders.






































<PAGE>                              - 3 -

                                   PART II

     Item 5.  Market for Registrant's Common Equity and Related Stockholder 
Matters.

          (a)  Market Information.  The BUCs are subject to various 
     restrictions on transfers which are designed to prevent the Registrant 
     from being treated as a publicly traded partnership for federal income 
     tax purposes.  Accordingly, the BUCs do not trade on any exchange or in 
     the over-the-counter market.  The following sets forth certain 
     information regarding privately-negotiated sales of BUCs with respect to 
     each bi-monthly period from January 1, 1997 through December 31, 1998 
     which has been compiled and published by a third-party source which 
     compiles and disseminates such information in the regular course of its 
     business.  Firms supplying trade price information to the third party 
     source are instructed to provide information only on transactions where 
     third-party investors acquired BUCs from or through such firms.  Due to 
     commissions and mark-ups, sellers of BUCs may have received less than the 
     amounts paid for BUCs as shown below.  None of the following data has 
     been verified by the Registrant.  If no information is given for a 
     particular period, it indicates that no trades were reported for that 
     period.  

<TABLE>
<CAPTION>
	                                                         Sale Prices		
      Period                      		                  High  		       Low
     	------------------------------------          -------        -------
      <S>                                           <C>            <C>
      January 1, 1997 to March 31, 1997              $ 8.10         $10.55
      April 1, 1997 to June 30, 1997                    *              * 
      July 1, 1997 to September 30, 1997                *              *
      October 1, 1997 to December 31, 1997              *              *

      January 1, 1998 to March 31, 1998                 *              *
						April 1, 1998 to June 30, 1998                    *              *
						July 1, 1998 to September 30, 1998                *              *
						October 1, 1998 to December 31, 1998              *              *

      *No trades reported for this period.

</TABLE>

          (b)  Investors.  The approximate number of BUC Holders on December 
     31, 1998, was 21.

          (c)  Distributions.  Cash distributions are being made on a monthly 
     basis.  Total cash distributions paid or accrued to BUC Holders during 
     the fiscal years ended December 31, 1998 and December 31, 1997 equaled 
     $6,176,056 and $1,179,037, respectively.  The cash distributions paid per 
     BUC during the fiscal years ended December 31, 1998, and December 31, 
     1997 were as follows:

<TABLE>
<CAPTION>
                                                       Per BUC
                                           Year Ended            Year Ended
                                       December 31, 1998     December 31, 1997
                                       -----------------     -----------------
              <S>                      <C>                   <C>
              Income                   $          .2933      $          .4173      
              Return of Capital                  6.5237                 .8841                 
                                       -----------------     -----------------
              Total                    $         6.8170      $         1.3014              
                                       =================     =================
</TABLE>

     See Item 7, Management's Discussion and Analysis of Financial Condition 
and Results of Operations, for information regarding the sources of funds used 
for cash distributions and for a discussion of factors, if any, which may 
adversely affect the Registrant's ability to make cash distributions at the 
same rate in 1999 and thereafter.



<PAGE>                              - 4 -

     Item 6.  Selected Financial Data.  Set forth below is selected financial 
data for the Partnership.  The information set forth below should be read in 
conjunction with the Financial Statements and Notes thereto filed in response 
to Item 8 hereof.

<TABLE>
<CAPTION>
                                                           For the        For the	       For the        For the	       For the
                       	                                Year Ended     Year Ended	    Year Ended	    Year Ended	    Year Ended
                                                     Dec. 31, 1998  Dec. 31, 1997  Dec. 31, 1996	 Dec. 31, 1995	 Dec. 31, 1994  
							                                              -------------  -------------  -------------  -------------  -------------
<S>		                                                <C>            <C>            <C>            <C>            <C>
Operating Data:
Mortgage-backed securities income	                   $    501,439   $    560,584   $    660,229 	 $    723,177  	$    557,576
Equity in earnings of property partnerships		              33,206         59,852         20,381 	       62,475 	       76,322
Interest income on temporary cash investments		           108,718        138,649         94,739 	       84,722 	       78,415
Gain on sale of mortgage backed securities                 11,656           -              -              -              -
Gain on sale of PREP                                         -              -           226,587           -              -   
General and administrative expenses		                    (343,544)      (369,132)      (172,499)	     (171,190)	     (148,214)
	                                                    -------------  -------------  -------------  -------------  -------------
Net income	                                          $    311,475   $    389,953   $    829,437   $    699,184 	 $    564,099
		                                                   =============  =============  =============  =============  =============
Net income, basic and diluted, per
 Beneficial Unit Certificate (BUC)                   $        .29   $        .42   $        .90 	 $        .76 	 $        .61
	                                                    =============  =============  =============  =============  =============
Cash distributions paid or accrued per BUC	          $     6.8170   $     1.3014   $     1.3668 	 $     1.4318 	 $     1.4898
                                      							        =============  =============  =============  =============  =============
Balance Sheet Data:
Investment in mortgage-backed securities	            $  3,409,301   $  7,359,399   $  8,506,853 	 $  9,361,640 	 $ 10,202,877
							                                              =============  =============  =============  =============  =============
Total assets	                                        $  4,084,388   $ 10,024,885   $ 10,690,796 	 $ 11,288,968 	 $ 11,879,769  
										                                           =============  =============  =============  =============  =============
Total liabilities                                     $    118,054   $    239,962   $    156,346   $    271,833   $    274,147
                                                     =============  =============  =============  =============  =============
Total partners' capital                              $  3,966,334   $  9,784,923   $ 10,534,450   $ 11,017,135   $ 11,605,622
                                                     =============  =============  =============  =============  =============
</TABLE>

     Item 7.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Liquidity and Capital Resources

The Partnership's primary sources of capital include cash flow from operations 
and principal payments on its mortgage-backed securities.  The Partnership's 
primary uses of capital include the payment of operating expenses.

The Partnership originally acquired: (i) five mortgage-backed securities 
guaranteed as to principal and interest by the Government National Mortgage 
Association (GNMA) collateralized by first mortgage loans on multifamily 
housing properties located in four states (the GNMA Certificates); (ii) 
various mortgage-backed securities collateralized by pools of single-family 
mortgages and guaranteed as to principal and interest by either GNMA or the 
Federal National Mortgage Association (FNMA) (the Single-Family Certificates) 
and; (iii) limited partnership interests (PREPs) in five limited partnerships 
which own the multifamily housing properties financed by the GNMA 
Certificates.  The Partnership has been repaid by GNMA on the GNMA 
Certificates collateralized by the Villages at Moonraker, Laurel Park 
Apartments and Ashwood Apartments.  In addition, in December, 1998, the 
Partnership sold its GNMA Certificate collateralized by Owings Chase 
Apartments.  The Partnership has sold or otherwise disposed of its PREPs in 
two properties.  Collectively, the remaining GNMA Certificate and the three 
remaining PREPs are referred to as the Permanent Investments.  In addition, 
the Partnership held various Single-Family Certificates at December 31, 1998.











<PAGE>                               - 5 -

The following table shows the occupancy levels of the properties financed by 
the Partnership in which the Partnership continues to hold an equity interest 
at December 31, 1998:

<TABLE>
<CAPTION>
                                                                                                     Number          Percentage
                                                                               Number              of Units            of Units
 Property Name                               Location                          of Units            Occupied            Occupied
-------------------------------------        ------------------               ---------          ----------         -----------
<S>                                          <C>                              <C>                <C>                <C>
 Broadmoor Court                             Colorado Springs, CO                   47                  45                 96%
 Laurel Park Apartments                      Riverdale, GA                         387                 377                 97%
 Owings Chase Apartments                     Pikesville, MD                        234                 224                 96%
                                                                              ---------          ----------         -----------
                                                                                   668                 646                 96%
                                                                              =========          ==========         ===========
</TABLE>

Distributions

Cash distributions paid or accrued per Beneficial Unit Certificate (BUC) were 
as follows:

<TABLE>
<CAPTION>
                                                                                 For the            For the            For the
                                                                              Year Ended         Year Ended         Year Ended
                                                                           Dec. 31, 1998     Dec. 31, 1997      Dec. 31, 1996      
                                                                           --------------     --------------     --------------
<S>                                                                        <C>                <C>                <C>
Regular monthly distributions
 Income                                                                    $       .2933      $       .4173      $       .9017
 Return of capital                                                                 .9069              .8841              .4651
                                                                           -------------      -------------      -------------- 
                                                                           $      1.2002      $      1.3014      $      1.3668
                                                                           =============      =============      ==============
Special distributions
 Return of capital                                                         $      5.6168      $       -          $       -
                                                                           =============      ==============     ==============
Total Distributions                                                        
 Income                                                                    $       .2933      $       .4173      $       .9017
 Return of capital                                                                6.5237              .8841              .4651
                                                                           -------------      -------------      --------------
                                                                           $      6.8170      $      1.3014      $      1.3668
                                                                           ==============     ==============     ==============
Total Distributions
	Paid out of cash flow (including mortgage principal payments)             $      4.7655      $      1.3014      $      1.3668
 Withdrawn from reserves                                                          2.0515             -                  -
                                                                           -------------      --------------     --------------
                                                                           $      6.8170      $      1.3014      $      1.3668
                                                                           ==============     ==============     ==============
</TABLE>

Regular monthly distributions to investors consist primarily of interest and 
principal received on GNMA Certificates and Single-Family Certificates.  
Additional cash for distributions is received from PREPs and temporary cash 
investments.  The Partnership may draw on reserves to pay operating expenses 
or to supplement cash distributions to BUC Holders.  The Partnership is 
permitted to replenish its reserves through the sale or refinancing of 
assets.  During 1998, a net amount of $1,858,636 of undistributed mortgage 
principal payments was withdrawn from reserves.  The total amount held in 
reserves at December 31, 1998, was $2,363,694, of which $1,799,443 was 
invested in Single-Family Certificates.  

The Partnership believes that cash provided by operating and investing 
activities and, if necessary, withdrawals from the Partnership's reserves will 
be adequate to meet its short-term and long-term liquidity requirements, 
including the payments of distributions to BUC Holders.  Under the terms of 
the Partnership Agreement, the Partnership has the authority to enter into 
short-term and long-term debt financing arrangements; however, the Partnership 
currently does not anticipate entering into such arrangements.  The 
Partnership is not authorized to issue additional BUCs to meet short-term and 
long-term liquidity requirements.

<PAGE>                               - 6 -

Asset Quality

The Partnership continues to receive monthly principal and interest payments 
on its remaining GNMA Certificate and Single-Family Certificates which are 
fully guaranteed either by GNMA or FNMA.  The obligations of GNMA are backed 
by the full faith and credit of the United States government.  

PREPs, however, are not insured or guaranteed.  The value of these investments 
is a function of the value of the real estate underlying the PREPs.  The fair 
value of the properties underlying the PREPs is based on management's best 
estimate of the net realizable value of such properties, however; the ultimate 
realized values may vary from these estimates.  The net realizable value of 
the properties is determined based on the discounted estimated future cash 
flows from the properties, including estimated sales proceeds.  The 
calculation of discounted estimated future cash flows includes certain 
variables such as the assumed inflation rates for rents and expenses, 
capitalization rates and discount rates.  These variables are supplied to 
management by an independent real estate firm and are based on local market 
conditions for each property.  In certain cases, additional factors such as 
the replacement value of the property or comparable sales of similar 
properties are also taken into consideration.  (See footnotes 2C and 2D to the 
financial statements for further discussion.)

The Partnership previously reduced each of its PREP investments to zero.  As 
such, equity in earnings of the property partnerships are recorded only to the 
extent distributions are received.  The Partnership has no legal obligation to 
provide additional cash support to the underlying property partnerships as it 
is not the general partner, nor has it indicated any commitment to provide 
this support.  Accordingly, it has not reduced its investment in the PREPs 
below zero to recognize its allocated share of the property partnerships' 
losses.

Broadmoor Court

Broadmoor Court, a senior assisted-living center located in Colorado Springs, 
Colorado, had an average occupancy rate of 93% during 1998 and 1997.  The 
mortgage loan on this property is current and the Partnership anticipates that 
property cash flow will be sufficient to pay debt service in 1999.  In 
addition to principal and interest payments received during 1998 on the GNMA 
Certificate collateralized by this property, the Partnership recorded $31,883 
in equity distributions from the partnership which owns the property.

Laurel Park Apartments

Laurel Park Apartments, located in Riverdale, Georgia, had an average 
occupancy rate of 97% during 1998 compared to 96% during 1997.  At December 
31, 1998 the Partnership's investment in this property consists only of a PREP 
since the Partnership has already been repaid by GNMA on its GNMA 
Certificate.  Laurel Park Apartments has been current on its mortgage 
obligations since a Loan Modification Agreement (LMA) was effected in August 
1996.  The Partnership did not receive any equity distributions on its PREP 
during 1998.  It is anticipated that Laurel Park Apartments will continue to 
generate cash flow sufficient to meet its mortgage obligations under the terms 
of the LMA during 1999.

Owings Chase Apartments

Owings Chase Apartments, located in Pikesville, Maryland, had an average 
occupancy rate of 98% during 1998, compared to 94% during 1997.  Cash flow 
from the operations of the property was sufficient to fully service debt on 
the mortgage loan in 1998.  The mortgage loan was current (under the modified 
terms of the mortgage) at December 31, 1998, and the Partnership anticipates 
that the property cash flow will continue to be sufficient to pay debt service 
in 1999.  In addition to principal and interest payments received during 1998 
on the GNMA Certificate collateralized by this property, the Partnership 
recorded $1,323 in equity distributions from the partnership which owns the 
property.  In December, 1998, the Partnership sold its GNMA Certificate 
collateralized by this property; therefore, the Partnership will no longer 
receive principal and interest payments on such GNMA Certificate.  The 
Partnership earned interest income on such GNMA Certificate of $206,259 and 
$214,091 in 1998 and 1997, respectively.




<PAGE>                              - 7 -

Results of Operations

The tables below compare the results of operations for each year shown.

<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Mortgage-backed securities income                                       $      501,439      $      560,584      $      660,229
Equity in earnings of property partnerships                                     33,206              59,852              20,381
Interest income on temporary cash investments                                  108,718             138,649              94,739
Gain on sale of mortgage backed securities                                      11,656                -                   -
Gain on sale of PREP                                                              -                   -                226,587
                                                                        ---------------     ---------------     ---------------
                                                                               655,019             759,085           1,001,936
General and administrative expenses                                            343,544             369,132             172,499
                                                                        ---------------     ---------------     ---------------
Net income                                                              $      311,475      $      389,953      $      829,437
                                                                        ===============     ===============     ===============
</TABLE>

<TABLE>
<CAPTION>
                                                                              Increase           Increase
                                                                             (Decrease)         (Decrease)
                                                                             From 1997          From 1996          
                                                                        ---------------     ---------------
<S>                                                                     <C>                 <C>
Mortgage-backed securities income                                       $      (59,145)    $      (99,645)     
Equity in earnings of property partnerships                                    (26,646)            39,471      
Interest income on temporary cash investments                                  (29,931)            43,910      
Gain on sale of mortgage backed securities                                      11,656               -
Gain on sale of PREP                                                              -              (226,587) 
                                                                        ---------------     ---------------
                                                                              (104,066)          (242,851)     
General and administrative expenses                                            (25,588)           196,633      
                                                                        ---------------     ---------------
Net income                                                              $      (78,478)    $     (439,484)     
                                                                        ===============     ===============
</TABLE>

Mortgage-backed securities income decreased $59,145 from 1997 to 1998 due to 
the continued amortization of the principal balances of the Partnership's 
other mortgage-backed securities.  Mortgage-backed securities income decreased 
$99,645 from 1996 to 1997.  Approximately $51,700 of such decrease was due to 
the redemption of the GNMA Certificate related to Ashwood Apartments in 
January, 1997.  The remaining decrease of approximately $47,900 was due to the 
continued amortization of the principal balances of the Partnership's other 
mortgage-backed securities.

Equity in earnings of property partnerships is a function of the cash flow 
received by the Partnership from its interest in the operating partnerships 
which own the properties.  Prior to the write-down of each investment in PREPs 
to zero, equity in earnings of property partnerships also reflects the 
Partnership's allocable share of earnings generated by each of the 
properties.  See footnotes 2C and 6 to the financial statements for further 
discussion regarding these investments.  

Equity in earnings of property partnership decreased $26,646 from 1997 to 
1998.  Approximately $19,700 of such decrease was due to a decrease in cash 
flow received from Owings Chase Apartments in 1998 compared to 1997.  The 
remaining decrease of approximately $6,900 was due to a decrease in cash flow 
received from Broadmoor Court in 1998 compared to 1997.

Equity in earnings of property partnerships increased $39,471 from 1996 to 
1997 due primarily to recording a loss of approximately $48,000 for Laurel 
Park Apartments during 1996.  Excluding such loss, equity in earnings of 
property partnerships decreased approximately $8,500 from 1996 to 1997.  
Approximately $19,900 of such decrease is attributable to the sale of the 
Partnership's PREP in Ashwood Apartments in December 1996.  The decrease of 
$19,900 from Ashwood Apartments, together with a decrease of approximately 

<PAGE>                               - 8 -

$9,600 in cash flow received from Broadmoor Court, was partially offset by 
approximately $21,000 in cash flow received from Owings Chase Apartments 
during 1997.  No distributions were received from Owings Chase Apartments 
during 1996.

The decrease in interest income on temporary cash investments of $29,931 was 
primarily attributable to a decrease in cash reserves resulting from a special 
distribution of approximately $2 million made in September, 1998.  The 
increase in interest income on temporary cash investments of $43,910 from 1996 
to 1997 was primarily attributable to the increase in cash reserves as a 
result of the redemption of the GNMA Certificate related to Ashwood Apartments 
and the sale of the Partnership's PREP in Ashwood Apartments.

The Partnership recorded a gain of $11,656 in 1998 due to the December, 1998, 
sale of the GNMA collateralized by Owings Chase Apartments.  Due to this sale, 
the Partnership will no longer receive interest payments on such GNMA. The 
Partnership recorded a gain of $226,587 in 1996 due to the sale of the 
Partnership's limited partnership interest in the operating partnership which 
owns Ashwood Apartments.  Due to this sale, the Partnership no longer receives 
equity distributions from Ashwood Apartments.

General and administrative expenses decreased $25,588 from 1997 to 1998.  This 
decrease is due primarily to: (i) a decrease of approximately $52,000 in 
transaction costs incurred in conjunction with the merger described in Note 1 
to the financial statements; (ii) a decrease of approximately $19,000 in 
administrative fees paid to AFCA due to such merger partially offset by (iii) 
an increase in salaries expense of approximately $45,000.  General and 
administrative expenses increased $196,633 from 1996 to 1997.  This increase 
was due primarily to transaction costs of approximately $163,500 incurred in 
conjunction with the merger described in Note 1 to the financial statements 
and an increase in salaries expense.  

Year 2000

The Partnership does not own or operate its own computer system and owns no 
business or other equipment.  However, the operation of the Partnership's 
business relies on the computer system and other equipment maintained by 
America First Companies L.L.C., an affiliate of its general partner ("America 
First").  In addition, the Partnership has business relationships with a 
number of third parties whose ability to perform their obligations to the 
Partnership depend on such systems and equipment.  Some or all of these 
systems and equipment may be affected by the inability of certain computer 
programs and embedded circuitry to correctly recognize dates occurring after 
December 31, 1999.  America First has adopted a plan to deal with this 
so-called "Year 2000 problem" with respect to its information technology 
("IT") systems, non-IT systems and third party business relationships.

State of Readiness

The IT system maintained by America First consists primarily of personal 
computers, most of which are connected by a local area network.  All 
accounting and other record keeping functions relating to the Partnership that 
are conducted in house by America First are performed on this PC-LAN system.  
America First does not own or operate any "mainframe" computer systems.  The 
PC-LAN system runs software programs that America First believes are 
compatible with dates after December 31, 1999.  America First has engaged a 
third party computer consulting firm to review and test its PC-LAN system to 
ensure that it will function correctly after that date and expects that this 
process, along with any necessary remediation, will be completed by mid-1999.  
America First believes any Year 2000 problems relating to its IT systems will 
be resolved without significant operational difficulties. However, there can 
be no assurance that testing will discover all potential Year 2000 problems or 
that it will not reveal unanticipated material problems with the America First 
IT systems that will need to be resolved.

Non-IT systems include embedded circuitry such as microcontrollers found in 
telephone equipment, security and alarm systems, copiers, fax machines, mail 
room equipment, heating and air conditioning systems and other infrastructure 
systems that are used by America First in connection with the operation of the 
Partnership's business.  America First is reviewing its non-IT systems along 
with the providers that service and maintain these systems, with initial 
emphasis being placed on those, such as telephone systems, which have been 
identified as necessary to America First's ability to conduct the operation of 
the Partnership's business activities.  America First expects that any 

<PAGE>                               - 9 -

necessary modification or replacement of such "mission critical" systems will 
be accomplished by mid-1999.

The Partnership has no control over the remediation efforts of third parties 
with which it has material business relationships and the failure of certain 
of these third parties to successfully remediate their Year 2000 issues could 
have a material adverse effect on the Partnership.  Accordingly, America First 
has undertaken the process of contacting each such third party to determine 
the state of their readiness for Year 2000.  Such parties include, but are not 
limited to, the obligors on the Partnership's remaining GNMA Certificate and 
Single-Family Certificates, the Partnership's transfer and paying agent and 
the financial institutions with which the Partnership maintains accounts.  
America First has received initial assurances from certain of these third 
parties that their ability to perform their obligations to the Partnership are 
not expected to be materially adversely affected by the Year 2000 problem.  
America First will continue to request updated information from these material 
third parties in order to assess their Year 2000 readiness.  If a material 
third party vendor is unable to provide assurance to America First that it is, 
or will be, ready for Year 2000, America First intends to seek an alternative 
vendor to the extent practical.

Costs

All of the IT systems and non-IT systems used to conduct the Partnership's 
business operations are owned or leased by America First.  Under the terms of 
its partnership agreement, neither America First nor the Partnership's general 
partner may be reimbursed by the Partnership for expenses associated with 
their computer systems or other business equipment.  Therefore, the costs 
associated with the identification, remediation and testing of America First's 
IT and non-IT systems will be paid by America First rather than the 
Partnership.  The Partnership will bear its proportionate share of the costs 
associated with surveying the Year 2000 readiness of third parties.  However, 
the Partnership's share of the costs associated with these activities is 
expected to be insignificant.  Accordingly, the costs associated with 
addressing the Partnership's Year 2000 issues are not expected to have a 
material effect on the Partnership's results of operations, financial position 
or cash flow.

Year 2000 Risks

The Partnership's general partner believes that the most reasonably likely 
worst-case scenario will be that one or more of the third parties with which 
it has a material business relationship will not have successfully dealt with 
its Year 2000 issues and, as a result, is unable to provide services or 
otherwise perform its obligations to the Partnership.  For example, if an 
obligor on the Partnership's GNMA Certificate and Single-Family Certificates 
encounters a serious and unexpected Year 2000 issue, it may be unable to make 
a timely payment of principal and interest to the Partnership.  This, in turn, 
could cause a delay or temporary reduction in cash distributions to BUC 
holders.  In addition, if the Partnership's transfer and paying agent 
experiences Year 2000-related difficulties, it may cause delays in making 
distributions to BUC holders or in the processing of transfers of BUCs.  It is 
also possible that one or more of the IT and non-IT systems of America First 
will not function correctly, and that such problems may make it difficult to 
conduct necessary accounting and other record keeping functions for the 
Partnership.  However, based on currently available information, the general 
partner does not believe that there will be any protracted systemic failures 
of the IT or non-IT systems utilized by America First in connection with the 
operation of the Partnership's business.

Contingency Plans

Because of the progress which America First has made toward achieving Year 
2000 readiness, the Partnership has not made any specific contingency plans 
with respect to the IT and non-IT systems of America First.  In the event of a 
Year 2000 problem with its IT system, America First may be required to 
manually perform certain accounting and other record-keeping functions.  
America First plans to terminate the Partnership's relationships with material 
third party service providers that are not able to represent to America First 
that they will be able to successfully resolve their material Year 2000 issues 
in a timely manner.  However, the Partnership will not be able to terminate 
its relationships with certain third parties, such as the obligors on its 
remaining GNMA Certificate and Single-Family Certificates, who may experience 
Year 2000 problems.  The Partnership has no specific contingency plans for 

<PAGE>                               - 10 -

dealing with Year 2000 problems experienced with these third parties.

All forecasts, estimates or other statements in this report relating to the 
Year 2000 readiness of the Partnership and its affiliates are based on 
information and assumptions about future events.  Such "forward-looking 
statements" are subject to various known and unknown risks and uncertainties 
that may cause actual events to differ from such statements.  Important 
factors upon which the Partnership's Year 2000 forward-looking statements are 
based include, but are not limited to, (a) the belief of America First that 
the software used in IT systems is already able to correctly read and 
interpret dates after December 31, 1999 and will require little or any 
remediation; (b) the ability to identify, repair or replace mission critical 
non-IT equipment in a timely manner, (c) third parties' remediation of their 
internal systems to be Year 2000 ready and their willingness to test their 
systems interfaces with those of America First, (d) no third party system 
failures causing material disruption of telecommunications, data transmission, 
payment networks, government services, utilities or other infrastructure, (e) 
no unexpected failures by third parties with which the Partnership has a 
material business relationship and (f) no material undiscovered flaws in 
America First's Year 2000 testing process.

Forward Looking Statements

This report contains forward looking statements that reflect management's 
current beliefs and estimates of future economic circumstances, industry 
conditions, the Partnership's performance and financial results.  All 
statements, trend analysis and other information concerning possible or 
assumed future results of operations of the Partnership and the real estate 
investments it has made (including, but not limited to, the information 
contained in "Management's Discussion and Analysis of Financial Condition and 
Results of Operations"), constitute forward-looking statements.  BUC holders 
and others should understand that these forward looking statements are subject 
to numerous risks and uncertainties and a number of factors could affect the 
future results of the Partnership and could cause those results to differ 
materially from those expressed in the forward looking statements contained 
herein.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.  

At December 31, 1998, the Partnership held interest sensitive assets that 
consisted primarily of fixed-rate mortgage-backed securities and, at that 
time, was subject to certain risks associated with changes in interest rates.  
The table below presents the principal amounts and related interest rates by 
year of maturity for the Partnership's investment portfolio as of December 31, 
1998:

<TABLE>
<CAPTION>

Security			                     		Interest Rate         	Maturity         Fair Value
--------------------------------  -------------     -------------       ------------

<S>                               <C>                <C>                <C>
GNMA Certificates:  
  Pools of single-family mortgages	      6.03%(1)            	2008     		$    586,760 
 	Pools of single-family mortgages      	7.58%(1)	            2008		          481,428
 	Pools of single-family mortgages      	8.74%(1)	       2016/2018	         1,024,105
		Broadmoor Court			                     9.25%	              	2029		          585,753 	
FNMA Certificate:   
  Pools of single-family mortgages      	5.52%(1)            	2000		          731,255 

(1)  Represents yield to the partnership.

</TABLE>

None of the Partnership's assets were held for trading purposes.  The 
Partnership had no fixed-rate or adjustable-rate liabilities.

The value of the Partnership's interest bearing assets fluctuate with changes 
in interest rates.  In general, the value of these assets will decrease as 
interest rates rise and increase as interest rates fall.  Accordingly, the 
proceeds realized by the Partnership from a sale of these assets will be 
affected by the interest rate market at the time of the sale.  


<PAGE>                               - 11-

An additional risk relating to investments in mortgage-backed securities is 
the risk that the principal amount of the underlying mortgages will be repaid 
prior to maturity.  Such prepayments result when the homeowner sells his home 
or decides to either retire or refinance his existing mortgage loan.  In 
addition, defaults and foreclosures have the same effect as a prepayment in 
that no future interest payments are earned on the mortgage.  Prepayments 
usually can be expected to increase when mortgage interest rates decrease 
significantly and decrease when mortgage interest rates increase, although 
such effects are not entirely predictable.  Prepayment experience also may be 
affected by the conditions in the housing and financial markets, general 
economic conditions and the relative interest rates on fixed-rate and 
adjustable-rate mortgage loans.  Prepayments are the primary feature of 
mortgage-backed securities that distinguishes them from other types of bonds.  
As the underlying mortgages are prepaid, the amount of interest income earned 
by the holder of the mortgage-backed security will decrease.  During a time of 
falling interest rates, the holder of a mortgage-backed security may have to 
reinvest principal payments received from prepaid mortgages at a lower 
interest rate than is earned on the original mortgage-backed security.  As a 
general matter, the Partnership is required to distribute principal and 
interest payments received on its investments, except for amounts held in its 
reserve.  Therefore, the Partnership generally does not reinvest principal 
payments on its mortgage-backed securities.  As a result, a prepayment usually 
results in a permanent reduction in the Partnership's interest earning assets.

Another potential negative impact of prepayments results when the holder of a 
mortgage-backed security has paid more than par for the mortgage-backed 
security.  This premium is amortized against earnings over the life of the 
security.  Prepayments increase in the rate of premium amortization, which 
reduces the earnings of the holder.  The Partnership does not face this risk 
since it has acquired all of its mortgage-backed securities at or below par.

During the first quarter of fiscal 1999, the Partnership sold all of its 
mortgage-backed securities and, accordingly, is no longer subject to the 
interest and prepayment risks described above.

As the table incorporates only those exposures that exist as of December 31, 
1998, it does not consider those exposures or positions which could arise 
after that date.  Moreover, because firm commitments are not presented in the 
table above, the information presented therein has limited predictive value.  
As a result, the Partnership's ultimate realized gain or loss with respect to 
interest rate fluctuations will depend on the exposures that arise during the 
period and market interest rates.  

     Item 8.  Financial Statements and Supplementary Data.  The Financial 
Statements and supporting schedules of the Registrant are set forth in Item 14 
hereof and are incorporated herein by reference.

     Item 9.  Changes in and Disagreements With Accountants on Accounting and 
Financial Disclosure.  There were no disagreements with the Registrant's 
independent accountants on accounting principles and practices or financial 
disclosure during the fiscal years ended December 31, 1998 and 1997.
























<PAGE>                               - 12 -

                                   PART III

     Item 10.  Directors and Executive Officers of Registrant. The Registrant 
has no directors or officers.  Management of the Registrant consists of the 
general partner of the Registrant, America First Capital Associates Limited 
Partnership Six ("AFCA"), and its general partner, America First Mortgage 
Investments, Inc.  The following individuals are directors and officers of 
America First Mortgage Investments, Inc.:


<TABLE>
<CAPTION>
    Name                    Position Held                 Position Held Since     Board Term Expiration
-----------------------   --------------------------   -----------------------    ---------------------
<S>                       <C>                          <C>                        <C>                     
Michael B. Yanney         Chairman of the Board                   1998																				1999
Stewart Zimmerman         President, Chief Executive              1998 																			2001
                          Officer and Director
Gary Thompson													Chief Financial Officer																	1998 																				N/A
William S. Gorin										Executive Vice President																1998                     N/A
Ronald A. Freydberg							Senior Vice President																			1998                     N/A
Michael L. Dahir										Director																																1998                    2000
George V. Janzen										Director																																1998  																		2001
George H. Krauss										Director																																1998																				1999
Gregor Medinger										 Director																																1998                    2000
W. David Scott											 Director																																1998	                   2001

</TABLE>

Michael B. Yanney, 65, serves as Chairman of the Board of Directors and as a 
Director of America First Mortgage Investments, Inc.  Mr. Yanney has served as 
the Chairman and Chief Executive Officer of America First Companies L.L.C. and 
its predecessors ("America First") since 1984.  America First is a diversified 
financial services firm located in Omaha, Nebraska that manages public 
investment funds which have raised over $1.5 billion.  From 1977 until the 
organization of America First, Mr. Yanney was principally engaged in the 
ownership and management of commercial banks.  From 1961 to 1977, Mr. Yanney 
was employed by Omaha National Bank and Omaha National Corporation (now part 
of U.S. Bank, N.A.), where he held various positions, including the position 
of Executive Vice President and Treasurer of the holding company.  Mr. Yanney 
also serves as a member of the boards of directors of Burlington Northern 
Santa Fe Corporation, RCN Corporation, Level 3 Communications, Inc., Forest 
Oil Corporation, Freedom Communications, Inc., PKS Information Services, Inc., 
Magnum Resources, Inc. and Rio Grande Medical Technologies, Inc.

Stewart Zimmerman, 54, serves as President and Chief Executive Officer and as 
a Director of America First Mortgage Investments, Inc.  He served as Executive 
Vice President of America First Companies L.L.C. since January 1989, during 
which time he has served in a number of positions: President and Chief 
Operating Officer of America First REIT, Inc.; President of several America 
First Mortgage funds including America First Participating/Preferred Equity 
Mortgage Fund, America First PREP Fund 2 Limited Partnership, America First 
PREP Fund 2 Pension Series Limited Partnership, Capital Source L.P., Capital 
Source II L.P.-A, America First Tax Exempt Mortgage Fund Limited Partnership 
and America First Tax Exempt Fund 2 Limited Partnership.  From September 1986 
to September 1988, he served as a Managing Director and Director of Security 
Pacific Merchant Bank responsible for Mortgage Trading and Finance.  Prior to 
that time, he served as First Vice President of E.F. Hutton & Company, Inc., 
where he was responsible for mortgage-backed securities trading and sales 
distribution, and Vice President of Lehman Brothers, where he was responsible 
for the distribution of mortgage products.  From 1968 to 1972, Mr. Zimmerman 
was Vice President of Zenith Mortgage Company and Zenith East Inc., a national 
mortgage banking and brokerage company specializing in the structuring and 
sales of mortgage assets to the institutional financial community.

Gary Thompson, 56, serves as Chief Financial Officer of America First Mortgage 
Investments, Inc.  He serves as financial vice president of America First 
Companies L.L.C. and is responsible for financial accounting and tax reporting 
for all America First funds.  Prior to 1989, Mr. Thompson was an audit partner 
at KPMG Peat Marwick.  He is a certified public accountant. 

William S. Gorin, 40, serves as Executive Vice President of America First 
Mortgage Investments, Inc.  From 1989 to 1997 Mr. Gorin held various positions 
with PaineWebber Incorporated/Kidder, Peabody & Co. Incorporated, New York, 

<PAGE>                               - 13 -

New York, most recently serving as a First Vice President in the Research 
Department.  Prior to that position, Mr. Gorin was Senior Vice President in 
the Special Products Group.  From 1982 to 1988, Mr. Gorin was employed by 
Shearson Lehman Hutton, Inc./E.F. Hutton & Company, Inc., New York, New York, 
in various positions in corporate finance and direct investments.  Mr. Gorin 
has an MBA from Stanford University. 

Ronald A. Freydberg, 38, serves as Senior Vice President of America First 
Mortgage Investments, Inc.  From 1995 to 1997 Mr. Freydberg served as a Vice 
President of Pentalpha Capital, in Greenwich, Connecticut, where he was a 
fixed income quantitative analysis and structuring specialist.  In that 
capacity he designed a variety of interactive pricing and forecasting models, 
including a customized subordinate residential and commercial mortgage-backed 
analytical program and an ARM REIT five-year forecasting model.  In addition, 
he worked with various financial institutions on the acquisition and sale of 
residential, commercial and asset-backed securities.  From 1988 to 1995, Mr. 
Freydberg held various positions with J.P. Morgan & Co. in New York, New 
York.  From 1994 to 1995, he was with the Global Markets Group.  In that 
position he was involved in all aspects of commercial mortgage-backed 
securitization and sale of distressed commercial real estate; including 
structuring, due diligence and marketing.  From 1985 to 1988, Mr. Freydberg 
was employed by Citicorp in New York, New York.

Michael L. Dahir, 50, serves as a Director of America First Mortgage 
Investments, Inc.  From 1988 to the present Mr. Dahir has served as President 
and Chief Executive Officer of Omaha State Bank.  From 1974 to 1988 he held 
various positions with Omaha National Bank including Vice President, 
investment department head, Senior Vice President and Chief Financial Officer 
of FirsTier Holding Company which acquired Omaha National in 1984.  Mr. Dahir 
is a Director of the College of St. Mary, Omaha, Nebraska and the Jesuit 
Partnership, an organizational offshoot of the Jesuit Provincial office in 
Milwaukee, Wisconsin.

George V. Janzen, 70, serves as Director of America First Mortgage 
Investments, Inc.  He has been an independent investment consultant since 
1990.  From 1993 to 1995, Mr. Janzen served as a director of America First 
REIT, Inc. Mr. Janzen served as Fund President of the America First Tax Exempt 
Mortgage Fund from 1985 until 1990.  From 1966 to 1977, he was president and 
chief executive officer of Southwest National Bank of El Paso and its 
successor, First City National Bank of El Paso.  From 1977 to 1985, Mr. Janzen 
was engaged in the management of his personal investments.

George H. Krauss, 57, serves as a Director of America First Mortgage 
Investments, Inc.  He has been a consultant to America First Companies since 
1997.  He served from 1983 to 1993 as the presiding partner of, and he is 
currently of counsel to Kutak Rock, a national law firm.  Mr. Krauss has been 
a member of Kutak Rock since 1972 and has extensive experience in the 
corporate, merger and acquisition, and regulatory areas of the firm's 
practice.  In addition to his legal education, Mr. Krauss has a Masters of 
Business Administration and is a registered Professional Engineer.  Mr. Krauss 
has served on the board of directors of numerous companies.  He is currently a 
member of the board of directors of Gateway 2000, Inc., a computer 
manufacturing and distribution company which is listed on the NYSE.  He is 
also a member of the board of Bay View Capital Corporation which is listed on 
the NASDAQ. 

Gregor Medinger, 55, serves as a Director of America First Mortgage 
Investments, Inc.  He is President of BV Capital Markets, New York, New York, 
and has been with that company for 14 years.  From 1971 to 1980, he worked for 
Banque Worms, a French merchant bank, concentrating in cross-border mergers 
and acquisitions.  From 1969 to 1971, Mr. Medinger worked in the International 
Department of Bankers Trust.  Mr. Medinger has extensive experience in the 
investment banking field.  He has worked on a variety of transactions ranging 
from initial public offerings of companies from emerging markets to 
cross-border leveraged buyouts to dual currency bonds.  Gregor Medinger also 
headed the tax-exempt financings that BV Capital has done in the last ten 
years.  Mr. Medinger has a law degree from the University of Vienna. 

W. David Scott, 37, serves as Director of America First Mortgage Investments, 
Inc.  He is President and Chief Executive Officer of Magnum Resources, Inc., a 
privately held corporation which focuses on commercial real estate.  Mr. Scott 
was Vice President and Director of Cornerstone Bank Group from 1991 to 1994 
and prior to that was an accountant with Peter Kiewit Sons', Inc.  He serves 


<PAGE>                               - 14 -

on the boards of Brownell-Talbot School, Boy Scouts of America and Hastings 
College.

     Item 11.  Executive Compensation.  Neither the Registrant nor AFCA has 
any directors or officers.  None of the directors or executive officers of 
America First Mortgage Investments, Inc. (the general partner of AFCA) receive 
compensation from the Registrant and AFCA receives no reimbursement from the 
Registrant for any portion of their salaries.  Remuneration paid by the 
Registrant to AFCA pursuant to the terms of its limited partnership agreement 
during the year ended December 31, 1998, is described in Note 7 of the Notes 
to the Financial Statements filed in response to Item 8 hereof.

     Item 12.  Security Ownership of Certain Beneficial Owners and 
Management.  
     (a)  America First Mortgage Investments, Inc., 399 Park 
Avenue, 36th Floor, New York, New York 10022, owns 895,519 Units representing 
approximately 98.85% of the outstanding BUCs. No other person is known by the 
Registrant to own beneficially more than 5% of the BUCs.

     (b)  No director or officer of America First Mortgage Investments, Inc. 
owns any BUCs.  The general partner of AFCA, America First Mortgage 
Investments, Inc., owns approximately 98.85% of the outstanding BUCs as 
described above.

     (c) There are no arrangements known to the Registrant, the operation of 
which may at any subsequent date result in a change in control of the 
Registrant.

     Item 13.  Certain Relationships and Related Transactions. The general 
partner of the Registrant is AFCA and the sole general partner of AFCA is 
America First Mortgage Investments, Inc.

     Except as described herein, the Registrant is not a party to any 
transaction or proposed transaction with AFCA, America First Mortgage 
Investments, Inc., or with any person who is (i) a director or executive 
officer of America First Mortgage Investments Inc., or any general partner of 
AFCA; (ii) a nominee for election as a director of America First Mortgage 
Investments Inc.; (iii) an owner of more than 5% of the BUCs; or, (iv) a 
member of the immediate family of any of the foregoing persons.

     During 1998, the Registrant paid or reimbursed AFCA or America First 
Companies L.L.C. $180,294 for certain costs and expenses incurred in 
connection with the operation of the Registrant, including legal and 
accounting fees and investor communication costs, such as printing and mailing 
charges.  See Note 7 to Notes to Financial Statements filed in response to 
Item 8 hereof for a description of these costs and expenses.

     Prior to the merger, AFCA was entitled to an annual administrative fee  
equal to .35% of the Partnership's outstanding investments which was paid by 
the Partnership to the extent such amounts were not paid by property owners. 
AFCA earned $5,952 in such administrative fees prior to the merger during 
1998, all of which was paid by the Partnership.

     A property management subsidiary of America First Companies L.L.C. 
(America First) has been retained by the property partnerships which own 
Laurel Park Apartments and Owings Chase Apartments to provide management 
services for these properties.  A director of the general partner of AFCA is a 
principal owner of America First.  The property management agreements provide 
that the manager is entitled to receive a management fee equal to a stated 
percentage of the gross revenues generated by the property under management.  
Management fees payable range from 3.5% to 4% of gross revenues.  The fees for 
services provided represent the lower of (i) costs incurred in providing 
management of the property or (ii) customary fees for such services determined 
on a competitive basis and amounted to $48,252 in 1998.

     The general partner of the property partnership which owns Owings Chase 
Apartments is principally owned by an employee of America First.  Other 
affiliates of America First also own nominal interests in such general 
partner.  The general partner has a nominal interest in the property 
partnership's profits, losses and cash flow which is subordinate to the 
interest of the Partnership.  The general partner did not receive cash 
distributions from the property partnership in 1998.



<PAGE>                               - 15 -

					On December 23, 1998, the Partnership sold its GNMA Certificate 
collateralized by Owings Chase Apartments to America First Mortgage 
Investments, Inc., the holder of a majority of BUCs of the Partnership.  The 
Partnership received proceeds of $3,119,830 from the sale and recognized a 
gain of $11,656 from the sale.  Proceeds from the sale were distributed on 
December 31, 1998.

                                   PART IV

     Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 
8-K.  (a) The following documents are filed as part of this report:

            1.  Financial Statements.  The following financial statements are 
     included in response to Item 8 of this report:

            Independent Accountants' Report.

            Balance Sheets of the Registrant as of December 31, 1998 and 
            December 31, 1997

            Statements of Income and Comprehensive Income of the Registrant
											 for the years ended  December 31, 1998, December 31, 1997 and 
												December 31, 1996

            Statements of Partners' Capital of the Registrant for the years 
            ended December 31, 1998, December 31, 1997 and December 31, 1996

            Statements of Cash Flows of the Registrant for the years ended 
            December 31, 1998, December 31, 1997 and December 31, 1996

            Notes to Financial Statements of the Registrant.

            2.  Financial Statement Schedules.  The information required to be 
set forth in the financial statement schedules is shown in the Notes to 
Financial Statements filed in response to Item 8 hereof.

            3.  Exhibits.  The following exhibits were filed as required by 
Item 14(c) of this report.  Exhibit numbers refer to the paragraph numbers 
under Item 601 of Regulation S-K:

                2.  Agreement and Plan of Merger, dated as of July 29, 1997, 
            among the Registrant, America First Participating/Preferred 
            Equity  Mortgage Fund Limited Partnership, America First Prep Fund 
            2 Limited Partnership and AF Merger, L.P. (incorporated herein by 
            reference to For 10-Q dated June 30, 1997, filed pursuant to 
            Section 13 or 15(d) of the Securities Act of 1934 by America First 
            PREP Fund 2 Pension Series Limited Partnership (Commission File 
            No. 0-17582)).

                3.  Articles of Incorporation and Bylaws of America First 
            Fiduciary Corporation Number Sixteen (incorporated herein by 
            reference to Form S-11 Registration Statement filed April 13, 
												1987, with the Securities and Exchange Commission by America
											 First Investment Funds (Commission File No. 33-13407)).

               4(a).  Agreement of Limited Partnership dated May 25, 1988 
            (incorporated herein by reference to Form 10-K dated December 31, 
            1988, filed pursuant to Section 13 or 15(d) of the Securities 
            Exchange Act of 1934 by America First PREP Fund 2 Pension Series 
            Limited Partnership (Commission File No. 0-17582)).

               4(b).  Form of Certificate of Exchangeable Unit (incorporated 
            by reference to Form S-11 Registration Statement filed April 13, 
            1987, with the Securities and Exchange Commission by America First 
            Investment Funds (Commission File No. 33-13407)).

               24.  Power of Attorney.

     (b) Form 8-K 	
      			The Registrant did not file any reports on Form 8-K during the 
									fourth quarter of the year for which this report is filed.




<PAGE>                               - 16 -

INDEPENDENT ACCOUNTANTS' REPORT

To the Partners
America First PREP Fund 2 Pension Series Limited Partnership:

In our opinion, the financial statements listed in the index appearing under 
Item 14(a)(1) and (2) on page 14, present fairly, in all material respects, 
the financial position of America First Prep Fund 2 Pension Series Limited 
Partnership (the "Partnership") at December 31, 1998 and 1997 and the results 
of its operations and its cash flows for each of the three years in the period 
ended December 31, 1998 in conformity with generally accepted accounting 
principles.  These financial statements are the responsibility of the 
Partnership's management; our responsibility is to express an opinion on these 
financial statements based on our audits. We conducted our audits of these 
financial statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, assessing 
the accounting principles used and significant estimates made by management, 
and evaluating the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for the opinion expressed above.



New York, New York
March 4,1999                               /s/PricewaterhouseCoopers LLP
















































<PAGE>                              - 17 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             Dec. 31, 1998       Dec. 31, 1997
                                                                                             --------------      --------------
<S>                                                                                          <C>                 <C>
Assets
 Cash and temporary cash investments, at cost which
  approximates market value                                                                  $     530,880       $   2,577,493
 Investment in mortgage-backed securities (Note 5)                                               3,409,301           7,359,399
 Investment in preferred real estate participations (PREPs),
  net of valuation allowance (Note 6)                                                                 -                   -
 Interest receivable												                                                     	              35,796              55,977
 Other assets                                                                                      108,411              32,016
                                                                                             --------------      --------------
                                                                                             $   4,084,388       $  10,024,885
                                                                                             ==============      ==============
Liabilities and Partners' Capital
 Liabilities
  Accounts payable (Note 7)                                                                  $      62,506       $     142,959
  Distribution payable (Note 4)                                                                     55,548              97,003
                                                                                             --------------      --------------
                                                                                                   118,054             239,962
                                                                                             --------------      --------------
 Partners' Capital
  General Partner                                                                                      100                 100
  Beneficial Unit Certificate Holders
  ($4.38 per BUC in 1998 and $10.80 in 1997)                                                     3,966,234            9,784,823
                                                                                             --------------      --------------
                                                                                                 3,966,334            9,784,923
                                                                                             --------------      --------------
                                                                                             $   4,084,388       $   10,024,885
                                                                                             ==============      ==============
</TABLE>

The accompanying notes are an integral part of these financial statements.





































<PAGE>                               - 18 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                         --------------      --------------      --------------
<S>                                                                      <C>                 <C>                 <C>
Income
 Mortgage-backed securities income (Note 5)                              $     501,439       $     560,584       $     660,229
 Equity in earnings of property partnerships (Note 6)                           33,206              59,852              20,381
 Interest income on temporary cash investments                                 108,718             138,649              94,739
 Gain on sale of mortgage backed securities                                     11,656                -                   -  
 Gain on sale of PREP                                                             -                   -                226,587
                                                                         --------------      --------------      --------------
                                                                               655,019             759,085           1,001,936
Expenses
 General and administrative expenses (Note 7)                                  343,544             369,132             172,499
                                                                         --------------      --------------      --------------
Net income                                                                     311,475             389,953             829,437

Other comprehensive income:                                                                       
	Unrealized holding gains (losses) on securities
  Unrealized holding gains (losses) arising
    during the year                                                            103,421              51,466             (61,328)
  Plus reclassification adjustment for net gains
    included in net income                                                     (11,656)               -                  -
                                                                        ---------------      --------------       -------------
 Change in net unrealized holding gains (losses)                                91,765              51,466             (61,328)
                                                                        ---------------      --------------       -------------
      
Comprehensive income                                                     $     403,240       $     441,419       $     768,109
		                                                                      ===============      ==============       =============
Net income allocated to:
 General Partner                                                         $      45,773       $      11,909       $      12,508
 BUC Holders                                                                   265,702             378,044             816,929
                                                                         --------------      --------------      --------------
                                                                         $     311,475       $     389,953       $     829,437
                                                                         ==============      ==============      ==============
Net income, basic and diluted, per BUC                                   $         .29       $         .42       $         .90
                                                                         ==============      ==============      ==============

The accompanying notes are an integral part of the financial statements.

</TABLE>




























<PAGE>                              - 19 -


AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' CAPITAL
FROM DECEMBER 31, 1995, TO DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                                                                           Beneficial Unit
                                                                              General          Certificate
                                                                              Partner              Holders               Total
                                                                        --------------     ----------------     ---------------
<S>                                                                     <C>                <C>                  <C>   
Partner's Capital (excluding accumulated other comprehensive income)
 Balance at December 31, 1995                                           $         100      $    10,994,431      $   10,994,531
 Net income                                                                    12,508              816,929             829,437
 Cash distributions paid or accrued (Note 4)                                  (12,508)          (1,238,286)         (1,250,794)
                                                                        --------------     ----------------     ---------------
 Balance at December 31, 1996                                                     100           10,573,074          10,573,174
 Net income                                                                    11,909              378,044             389,953
 Cash distributions paid or accrued (Note 4)                                  (11,909)          (1,179,037)         (1,190,946)
                                                                        --------------     ----------------     ---------------
 Balance at December 31, 1997                                                     100            9,772,081           9,772,181
 Net income																																																												        45,773              265,702             311,475
 Cash distributions paid or accrued (Note 4)                                  (45,773)          (6,176,056)         (6,221,829)
                                                                        --------------     ----------------     ---------------
                                                                                  100            3,861,727           3,861,827
Accumulated Other Comprehensive Income                                   
 Balance at December 31, 1995                                                    -                  22,604              22,604
 Other comprehensive income                                                      -                 (61,328)            (61,328)
                                                                        --------------     ----------------     ---------------
 Balance at December 31, 1996                                                    -                 (38,724)            (38,724)
 Other comprehensive income                                                      -                  51,466              51,466
                                                                        --------------     ----------------     ---------------
 Balance at December 31, 1997                                                    -                  12,742              12,742
	Other comprehensive income                                                      -                  91,765              91,765
                                                                        --------------     ----------------     ---------------
                                                                                 -                 104,507             104,507
                                                                        --------------     ----------------     ---------------
Balance at December 31, 1998                                            $         100      $     3,966,234      $    3,966,334   
                                                                        ==============     ================     ===============

The accompanying notes are an integral part of the financial statements.

</TABLE>






























<PAGE>                              - 20 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>   
Cash flows from operating activities                                                                                           
 Net income                                                             $      311,475      $      389,953      $      829,437
  Adjustments to reconcile net income to net cash 
   provided by operating activities
    Equity in earnings of property partnerships                                (33,206)            (59,852)            (20,381)
    Amortization of discount on mortgage-backed securities                     (14,759)             (9,764)             (9,912)
    Gain on sale of mortgage backed securities                                 (11,656)               -                   - 
    Gain on sale of PREP                                                          -                   -               (226,587)
    Decrease in interest receivable                                             20,181               4,584               3,893
    (Increase) decrease in other assets                                        (76,395)             18,789              (1,430)
    Increase (decrease) in accounts payable                                    (80,453)             88,558              (4,275)
                                                                        ---------------     ---------------     ---------------
 Net cash provided by operating activities                                     115,187             432,268             570,745
                                                                        ---------------     ---------------     ---------------
Cash flows from investing activities
 Mortgage principal payments received                                          948,448           1,208,684             803,371
 Sale of mortgage backed securities                                          3,119,830                -                   -
 Distributions received from PREPs                                              33,206              59,852              68,377
 Proceeds from sale of PREP                                                       -                   -                226,587
 Investment in PREPs                                                              -                   -                (47,996)
                                                                        ---------------     ---------------     ---------------
 Net cash provided by investing activities                                   4,101,484           1,268,536           1,050,339
                                                                        ---------------     ---------------     ---------------
Cash flow used in financing activity
 Distributions paid                                                         (6,263,284)         (1,195,888)         (1,362,006)
                                                                        ---------------     ---------------     ---------------
Net increase (decrease) in cash and temporary cash investments              (2,046,613)            504,916             259,078
Cash and temporary cash investments at beginning of year                     2,577,493           2,072,577           1,813,499
                                                                        ---------------     ---------------     ---------------
Cash and temporary cash investments at end of year                       $     530,880      $    2,577,493      $    2,072,577
                                                                        ===============     ===============     ===============

The accompanying notes are an integral part of the financial statements.

</TABLE>






























<PAGE>                              - 21 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1. Organization

America First PREP Fund 2 Pension Series Limited Partnership (the Partnership) 
was formed on February 2, 1988, under the Delaware Revised Uniform Limited 
Partnership Act for the purpose of acquiring a portfolio of federally-insured 
multifamily mortgages and other investments including preferred real estate 
participations (PREPs).  PREPs consist of equity interests which are intended 
to provide the Partnership with a participation in the net cash flow and net 
sale or refinancing proceeds of the properties collateralizing the mortgage 
loans.  The Partnership began operations with the first escrow closing on May 
25, 1988, and will continue in existence until December 31, 2017, unless 
terminated earlier under the provisions of the Partnership Agreement.  The 
General Partner of the Partnership is America First Capital Associates Limited 
Partnership Six (AFCA 6).    

On April 10, 1998, the Partnership consummated a merger with AF Merger, L.P., 
a Delaware limited partnership (Merger L.P.), pursuant to an Agreement and 
Plan of Merger, dated as of July 29, 1997 (the Merger Agreement), among the 
Partnership, Merger L.P., America First Participating/Preferred Equity 
Mortgage Fund Limited Partnership, a Delaware limited partnership, America 
First PREP Fund 2 Limited Partnership, a Delaware limited partnership, and 
America First Mortgage Investments, Inc., a Maryland corporation (AFM).  The 
Partnership was the surviving limited partnership of the merger with Merger 
L.P., but as a result of the merger, (i) the general partner interest in AFCA 
6 was acquired by AFM, (ii) the limited partner interest in AFCA 6 was 
acquired by a wholly-owned subsidiary of AFM, (iii) a total 883,422 BUCs of 
the Partnership were exchanged, at the rate of approximately 1.31 shares per 
BUC, for 1,153,552 shares of the common stock of AFM and (iv) AFM became the 
holder of such BUCs.  Accordingly, the Partnership has become a partnership 
subsidiary of AFM.  As of December 31, 1998, the holders of 10,455 BUCs 
elected to continue their current investment in the Partnership through the 
retention of their BUCs.

2. Summary of Significant Accounting Policies

 A) Financial Statement Presentation
    The financial statements of the Partnership are prepared on the accrual 
    basis of accounting in accordance with generally accepted accounting 
    principles.

    The preparation of financial statements in conformity with generally 
    accepted accounting principles requires management to make estimates and 
    assumptions that affect the reported amounts of assets and liabilities and 
    disclosure of contingent assets and liabilities at the date of the 
    financial statements and the reported amounts of revenues and expenses 
    during the reporting period.  Actual results could differ from those 
    estimates.

 B) Investment in Mortgage-Backed Securities
    Investment securities are classified as held-to-maturity, 
    available-for-sale, or trading.  Investments classified as 
    held-to-maturity are carried at amortized cost.  Investments classified as 
    available-for-sale are reported at fair value with any unrealized gains or 
    losses excluded from earnings and reflected in other comprehensive income.
    Subsequent increases and decreases in the net unrealized gain/loss on the 
				available-for-sale securities are reflected as adjustments to the carrying 
				value of the portfolio and in other comprehensive income. The Partnership 
				does not have investment securities classified as trading.

 C) Investment in PREPs
    The investment in PREPs consists of interests in limited partnerships 
    which own properties underlying the mortgage-backed securities and are 
    accounted for	using the equity method.  When an investment in a PREP has 
    been reduced to zero, earnings are recorded only to the extent that 
    distributions are received.  PREPs are not insured or guaranteed.  The 
    value of these investments is a function of the value of the real estate 
    underlying the PREPs.

 D) Allowance for Losses on Investment in PREPs
    The allowance for losses on investment in PREPs is a valuation reserve 

<PAGE>                              - 22 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

    which has been established at a level that management feels is adequate to 
    absorb potential losses on investments in PREPs.  The allowance is based 
    on management's best estimate of the net realizable value of such 
    properties; however, the ultimate realized values may vary from these 
    estimates.  The net realizable value of the properties is determined based 
    on the discounted estimated future cash flows from the properties, 
    including estimated sales proceeds.  The calculation of estimated future 
    cash flows includes certain variables such as the assumed inflation rates 
    for rents and expenses, capitalization rates and discount rates.  These 
    variables are supplied to management by an independent real estate firm and
    are based on local market conditions for each property.  In certain cases, 
    additional factors such as the replacement value of the property or 
    comparable sales of similar properties are also taken into consideration.  
    The allowance is periodically reviewed and adjustments are made to the 
    allowance when there are significant changes in the estimated net 
    realizable value of the properties underlying the PREPs.

 E) Income Taxes
    No provision has been made for income taxes since Beneficial Unit 
    Certificate (BUC) Holders are required to report their share of the 
    Partnership's income for federal and state income tax purposes.  The tax 
    basis of the Partnership's assets and liabilities exceeded the reported 
    amounts by $1,333,148 and $1,546,606 at December 31, 1998, and 
    December 31, 1997, respectively.

 F) Cash and Temporary Cash Investments
    Cash and temporary cash investments consist of cash-on-hand and highly 
				liquid investments purchased with an original maturity of three months 
				or less. 

 G) Net Income Per BUC
    Net income per BUC has been calculated based on the number of BUCs 
    outstanding (905,974) for all years presented.

 H) Comprehensive Income 
			 In 1998, the Partnership adopted Statement of Financial Accounting 
				Standards No. 130, "Reporting Comprehensive Income" (SFAS 130).  SFAS 
				130 requires the display and reporting of comprehensive income, which
			 includes all changes in Partners' Capital with the exception of additional
			 investments by partners or distributions to partners.  Comprehensive 
				income for the Partnership includes net income and the change in net
			 unrealized gains (losses) on investments.  The adoption of SFAS 130 had no
			 impact on total Partners' Capital.

I)  Segment Reporting 	
				In 1998, the partnership adopted Statement of Financial Accounting
			 Standards No. 131, "Disclosures about Segments of an Enterprise and 
				Related Information" (SFAS 131).  SFAS 131 requires that a public business
				enterprise report financial and descriptive information about its 
				reportable operating segments.  The adoption of SFAS 131 did not have an 
				impact on the financial reporting of the Partnership as it is engaged 
				solely in the business of providing financing for the acquisition and 
				improvement of real estate.

J)		New Accounting Pronouncements
				In June, 1998, the Financial Accounting Standards Board issued Statement
				of Financial Accounting Standards No. 133, "Accounting for Derivative 
				Instruments and Hedging Activities" (SFAS 133).  The statement provides new
			 accounting and reporting standards for the use of derivative instruments. 
			 Adoption of this statement is required by the Partnership effective
			 January 1, 2000.  Management believes that the impact of such adoption 
				will be not material to the financial statements.

				In April 1998, the Accounting Standards Executive Committee issued 
				Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
				(SOP 98-5).  This statement requires costs of start-up activities and 
				organization costs to be expensed as incurred.  Adoption of this statement
			 is required by the Partnership effective January 1, 1999.  Management 
				intends to adopt the statement as required in fiscal 1999.  Management 
				believes that the impact of such adoption will not have an impact to the 
				financial statements.
<PAGE>                               - 23 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

3. Partnership Reserve Account

The Partnership maintains a reserve account which consisted of the following 
at December 31, 1998:

<TABLE>
<S>                                                                   <C>
 Cash and temporary cash investments                                  $      564,251
 GNMA Certificates                                                         1,068,188   
 FNMA Certificates                                                           731,255
                                                                      ---------------
                                                                      $    2,363,694
                                                                      ===============
</TABLE>

The reserve account was established to maintain working capital for the 
Partnership and is available for distribution to BUC Holders and for any 
contingencies related to Permanent Investments and the operation of the 
Partnership.  See Note 5 regarding the investment in mortgage-backed 
securities.

4. Partnership Income, Expenses and Cash Distributions

The Partnership Agreement contains provisions for distributing the cash 
available for distribution and for the allocation of income and expenses for 
tax purposes among AFCA 6 and BUC Holders.  Income and expenses are allocated 
to each BUC Holder on a monthly basis based on the number of BUCs held by each 
Holder as of the last day of the month for which such allocation is to be 
made.    

Net Operating Income during each distribution period will be distributed 99% 
to the BUC Holders and 1% to AFCA 6 until the BUC Holders, as a class, receive 
distributions of Net Operating Income equal to a cumulative noncompounded 
annual return of 9% on their Adjusted Capital Contributions.  Thereafter, 
remaining Net Operating Income during such distribution period will be 
distributed 90% to the BUC Holders and 10% to AFCA 6 until BUC Holders, as a 
class, receive distributions of Net Operating Income equal to a cumulative 
noncompounded annual return of 11% on their Adjusted Capital Contributions. 
Thereafter, remaining Net Operating Income during such distribution period 
will be distributed 95% to BUC Holders and 5% to AFCA 6.

Net Capital Transaction Proceeds will be distributed 100% to the BUC Holders 
until the BUC Holders, as a class, have received distributions from all 
sources in an amount equal to $20 per BUC.  Thereafter, Net Capital 
Transaction Proceeds will be distributed 99% to the BUC Holders and 1% to AFCA 
6 until BUC Holders, as a class, have received distributions from all sources 
in an amount equal to $20 per BUC plus an amount equal to a cumulative 
noncompounded annual return of 9% on their Adjusted Capital Contributions.  
Thereafter, any remaining Net Capital Transaction Proceeds will be distributed 
90% to BUC Holders and 10% to AFCA 6 until BUC Holders, as a class, have 
received distributions from all sources in an amount equal to $20 per BUC plus 
an amount equal to a cumulative noncompounded annual return of 11% on their 
Adjusted Capital Contributions.  Thereafter any remaining Net Capital 
Transactions Proceeds will be distributed 95% to BUC Holders and 5% to AFCA 6.

Proceeds from a Capital Transaction which result in the liquidation of the 
Partnership for federal income tax purposes will be distributed in the same 
manner as distributions from nonliquidating Capital Transactions, subject to 
the requirement that the distributions be initially made to the BUC Holders 
and AFCA 6 in accordance with their positive capital account balances. 	 

Cash distributions are presently made on a monthly basis but may be made 
quarterly or semiannually if AFCA 6 so elects.  Cash distributions included in 
the financial statements represent the actual cash distributions made during 
each year and the cash distributions accrued at the end of each year.

5. Investment in Mortgage-Backed Securities

The mortgage-backed securities held by the Partnership represent Government 
National Mortgage Association (GNMA) Certificates and Federal National 

<PAGE>                              - 24 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

Mortgage Association (FNMA) Certificates.  The GNMA Certificates are backed by 
first mortgage loans on multifamily housing properties and pools of 
single-family properties.  The FNMA Certificates are backed by pools of 
single-family properties.  The GNMA Certificates are debt securities issued by 
a private mortgage lender and are guaranteed by GNMA as to the full and timely 
payment of principal and interest on the underlying loans.  The FNMA 
Certificates are debt securities issued by FNMA and are guaranteed as to the 
full and timely payment of principal and interest on the underlying loans.

As a result of the merger described in Note 1, on April 10, 1998, the 
Partnership reclassified its securities from held-to-maturity to 
available-for-sale.  The total amortized cost, gross unrealized holding gains, 
gross unrealized holding losses, and aggregate fair market value of securities 
transferred were $4,985,047, $100,123, $282,755 and $4,802,415, respectively.

At December 31, 1998, the total amortized cost, gross unrealized holding 
gains, gross unrealized holding losses, and aggregate fair market value of 
mortgage-backed securities are $3,304,794, $106,116, $1,609, and $3,409,301 
respectively.

At December 31, 1997, the total amortized cost, gross unrealized holding 
gains, gross unrealized holding losses, and aggregate fair value of 
available-for-sale securities were $2,250,591, $25,888, $13,146 and 
$2,263,333, respectively.  The total amortized cost, gross unrealized holding 
gains, gross unrealized holding losses, and aggregate fair value of 
held-to-maturity securities were $5,096,066, $162,270, $283,727 and 
$4,974,609, respectively.












































<PAGE>                              - 25 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998


Descriptions of the Partnership's mortgage-backed securities held during the 
year ended December 31, 1998, are as follows:

<TABLE>
<CAPTION>
                                                                                                                       Income
                                                              Number	 Interest	       Maturity  	    Carrying          Earned
Type of Security and Name        				 Location              of Units 	    Rate  		        Date  	      Amount         in 1998
----------------------------------				--------------------  --------  --------  	 -------------  -------------   -------------
<S>                              				 <C>                  	<C>       <C>   	     <C>		          <C>             <C>
GNMA Certificates:
 Broadmoor Court	              				Colorado Springs, CO       47	      9.25%   	    10/15/29	     $    585,753    $    53,378
 Owings Chase Apartments					      Pikesville, MD		          234	      6.75%   	    12/15/23	             -   (1)     206,529
 Pools of single-family mortgages                                      8.74%(2)    2016/2018         1,024,105        111,442
 Pools of single-family mortgages 							                              6.03%(2)	        2008	          586,760(3)      37,704
 Pools of single-family mortgages 							                              7.58%(2)	        2008	          481,428(3)      50,394
FNMA Certificates:
 Pools of single-family mortgages 							                              5.52%(2)	        2000	          731,255(3)      41,992
                                                                                  								        -------------   -------------
Balance at December 31, 1998                                                                      $  3,409,301    $   501,439
                                                                                                  =============   =============
</TABLE>

  (1) GNMA Certificate was sold in December, 1998 - see Note 7.
  (2) Represents yield to the Partnership.
  (3) Reserve account asset - see Note 3.

Reconciliation of the carrying amount of the mortgage-backed securities is as 
follows:
<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                        ---------------     ---------------     ---------------
<S>																																																																					<C>                 <C>                 <C>
Balance at beginning of year								                                    $    7,359,399      $    8,506,853      $    9,361,640
  Additions
   Amortization of discount on mortgage-backed securities					                  14,759               9,764               9,912
   Change in net unrealized holding gains (losses) on
    available-for-sale securities                                               91,765              51,466             (61,328)
  Deduction
   Mortgage principal payments received(1)                                  (4,056,622)         (1,208,684)   						  (803,371)
                                                         											    ---------------     ---------------     ---------------
Balance at end of year									                                         $    3,409,301       $    7,359,399      $    8,506,853
                                                         											    ===============     ===============     ===============
</TABLE>

  (1) The 1998 amount includes proceeds (net of a $11,656 gain) of $3,108,174 
received from the sale of the GNMA Certificate related to Owings Chase 
Apartments (see Note 7). The 1997 amount includes proceeds of $556,444 
received from GNMA due to the redemption of the GNMA Certificate related to 
Ashwood Apartments.

6.	Investment in PREPs

The Partnership's PREPs consist of interests in limited partnerships which own 
multifamily properties financed by the Partnership.  The limited partnership 
agreements originally provided for the payment of a base return on the equity 
provided to the limited partnerships and for the payment of additional amounts 
out of a portion of the net cash flow or net sale or refinancing proceeds of 
the properties subject to various priority payments. 








<PAGE>                              - 26 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

Descriptions of the PREPs held at December 31, 1998, are as 
follows:

<TABLE>
<CAPTION>
                                                                                                                     Equity in
                                                                                                                      Earnings
                                                                                                    Carrying       of Property
Name                       Location                Partnership Name                                   Amount      Partnerships
-----------------------    --------------------    -----------------------------------------    -------------     ------------
<S>                        <C>                     <C>                                          <C>               <C>
Broadmoor Court            Colorado Springs, CO    Stazier Associates Colorado Springs, Ltd.    $     53,547      $    31,883
Owings Chase Apartments    Pikesville, MD          Owings Chase Limited Partnership                  150,000            1,323
Laurel Park Apartments     Riverdale, GA           Gold Key Venture                                     -                -
                                                                                                -------------     ------------
                                                                                                     203,547      $    33,206
Less valuation allowance                                                                            (203,547)     ============
                                                                                                -------------
Balance at December 31, 1998                                                                    $       -
                                                                                                =============
</TABLE>

Reconciliation of the carrying amount of the PREPs is as follows:

<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Balance at beginning of year                                            $      203,547      $      203,547      $      203,547
  Additions
   Equity in earnings of property partnerships                                  33,206              59,852              20,381
   Investment in PREPs                                                            -                   -                 47,996
  Deductions
   Distributions received from PREPs                                           (33,206)            (59,852)            (68,377)
                                                                        ---------------     ---------------     ---------------
Balance at end of year                                                  $      203,547      $      203,547      $      203,547
                                                                       ===============     ===============     ===============
</TABLE>

The following summarizes the activity in the valuation allowance:

<TABLE>
<CAPTION>
                                                                               For the             For the             For the
                                                                            Year Ended          Year Ended          Year Ended
                                                                         Dec. 31, 1998       Dec. 31, 1997       Dec. 31, 1996
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Balance at beginning and end of year                                     $     203,547      $      203,547      $      203,547
																																																																									==============     ===============     ==============
</TABLE>

















<PAGE>                              - 27 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                  1998      	         1997                1996
                                                                        ---------------     ---------------     ---------------
<S>                                                                     <C>                 <C>                 <C>
Combined condensed financial information for the PREPs is as follows:
Assets
 Real estate	                                                           $   16,347,866      $   17,098,929      $   17,830,781
 Restricted deposits and funded reserves		                                     603,387             932,486             977,821
 Other assets		                                                              1,663,732           1,132,493           1,191,345
                                                                        ---------------     ---------------     ---------------
			                                                                     $   18,614,985      $   19,163,908      $   19,999,947
                                                                        ===============     ===============     ===============
Liabilities and Partners' Capital
 Liabilities
  Mortgage notes payable	                                               $   19,831,717     $    20,225,761      $   20,459,706
  Other liabilities		                                                        3,611,413           1,223,695           1,653,940
 Partners' Capital (Deficit)
  General Partners		                                                        (5,259,751)         (2,717,154)         (2,545,305)
  Limited Partners
   America First Mortgage Investments, Inc.		                                  341,523             341,523             341,523
   America First PREP Fund 2 Pension Series Limited Partnership		              203,547             203,547             203,547
   Other                                                                      (113,464)           (113,464)           (113,464)
                                                                        ---------------     ---------------     ---------------
			                                                                     $   18,614,985      $   19,163,908      $   19,999,947
                                                                        ===============     ===============     ===============
Rental income	                                                          $    5,089,637      $    5,090,195      $    5,550,385
    		                                                                  ===============     ===============     ===============
Combined results of operations	                                         $     (336,387)     $     (462,217)     $     (469,952)
	                                                                       ===============     ===============     ===============
Equity in earnings of property partnerships
   (as calculated pursuant to the Limited Partnership Agreements)       $       33,206      $       59,852      $       20,381
                                                                        ===============     ===============     ===============
</TABLE>

Although the property partnerships generated net losses as shown in the above 
table, because the Partnership previously reduced each of its PREP investments 
to zero, equity in earnings are recorded only to the extent distributions are 
received.  The Partnership has no legal obligation to provide additional cash 
support to the underlying property partnerships as it is not the general 
partner, nor has it indicated any commitment to provide this support. 
Accordingly, it has not reduced its investment in the PREPs below zero to 
recognize its allocated share of the property partnerships' losses.  

7. Transactions with Related Parties

Substantially all the Partnership's general and administrative expenses are 
paid by AFCA 6 or an affiliate and reimbursed by the Partnership.  The amount 
of such expenses reimbursed to AFCA 6 or an affiliate are shown below.  The 
reimbursed expenses are presented on a cash basis and do not reflect accruals 
made at each year end.
<TABLE>
<CAPTION>
                                                                       		1998	               1997	              	1996
								                                                       ---------------     ---------------     ---------------
<S>								                                                    <C>                 <C>                 <C>

Reimbursable salaries and benefits						                       $      152,678      $      105,087      $       83,883      
Professional fees and expenses									                                23,382              18,421              16,755
Consulting and travel expense									                                  9,420               5,339               5,648
Investor services and custodial fees								                            9,049               8,521              10,038
Insurance								                                                       6,651               3,791               4,434
Other expenses									                                                 6,196               7,742               5,782
Registration fees									                                              3,870               2,554               1,238
Report preparation and distribution								                             3,530               9,549               8,319
Telephone									                                                      1,764               1,878               1,395
Merger costs                                                          (36,246)            163,476                -   
								                                                       ---------------     ---------------     ---------------
								                                                       $      180,294      $      326,358      $    	 137,492
								                                                       ===============     ===============     ===============
</TABLE>
<PAGE>                               - 28 -

Prior to the merger, AFCA 6 was entitled to an administrative fee of .35% per 
annum of the outstanding principal amounts invested in mortgage-backed 
securities, PREPs, and temporary cash investments to be paid by the 
Partnership to the extent such amount is not paid by property owners.  The 
administrative fee earned by AFCA 6 was $5,952 in 1998 (prior to the merger), 
$24,649 in 1997 and $27,621 in 1996.  Of these amounts, $5,952 in 1998, 
$24,649 in 1997 and $25,303 in 1996 was paid by the Partnership and the 
remainder was paid by property owners.

					A property management subsidiary of America First Companies L.L.C. 
(America First) has been retained by the property partnerships which own 
Laurel Park Apartments and Owings Chase Apartments to provide management 
services for these properties.  A director of the general partner of AFCA 6 is 
a principal owner of America First.  The fees for services provided represent 
the lower of (i) costs incurred in providing management of the property, or 
(ii) customary fees for such services determined on a competitive basis and 
amounted to $48,252, $42,673, and $40,261 in 1998, 1997 and 1996 
respectively.         

    The general partner of the property partnership that owns Owings Chase 
Apartments is principally owned by an employee of America First.  Other 
affiliates of America First also own nominal interest in such general partner. 
The general partner has a nominal interest in the property partnership's 
profits, losses and cash flow which is subordinate to the interest of the 
Partnership.  The general partner did not receive cash distributions from the 
property partnership in 1998, 1997 or 1996.

					On December 23, 1998, the Partnership sold its GNMA Certificate 
collateralized by Owings Chase Apartments with a carrying value of $3,108,174 
to America First Mortgage Investments, Inc., the holder of a majority of BUCs 
of the Partnership and the general partner of the general partner of the 
Partnership.  The Partnership's cash proceeds from the sale were $3,119,830 
which represented the fair market value of the security.  The Partnership 
recognized a gain of $11,656 on the sale.  Proceeds from the sale were 
distributed on December 31, 1998.

8. Fair Value of Financial Instruments

The following methods and assumptions were used by the Partnership in 
estimating the fair value of its financial instruments:

  Cash and temporary cash investments:  Fair value approximates the carrying 
  value of such assets.

  Investment in mortgage-backed securities:  Fair values are based on amounts 
  obtained from an independent pricing source.

<TABLE>
<CAPTION>
                                                        At December 31, 1998                    At December 31, 1997
                                                -----------------------------------     -----------------------------------
                                                      Carrying           Estimated            Carrying           Estimated
                                                        Amount          Fair Value              Amount          Fair Value
                                                ---------------     ---------------     ---------------     ---------------
<S>                                             <C>                 <C>                 <C>                 <C>
Cash and temporary cash investments              $     530,880      $      530,880      $    2,577,493      $    2,577,493      
Investment in mortgage-backed securities         $   3,409,301      $    3,409,301      $    7,359,399      $    7,237,942      

</TABLE>
















<PAGE>                              - 29 -

AMERICA FIRST PREP FUND 2 PENSION SERIES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

9. Summary of Unaudited Quarterly Results of Operations
													
<TABLE>
<CAPTION>

                   	                                     First              Second               Third              Fourth
From January 1, 1998, to December 31, 1998	            Quarter		           Quarter	            Quarter		           Quarter
						                                          ---------------     ---------------     ---------------     ---------------
<S>                                             <C>                 <C>                 <C>                 <C>
Total income		                                  $      182,808      $      162,759      $      176,132      $      133,320
Total expenses					                                   (188,973)(1)         (57,717)            (55,520)            (41,334)
			                                             ---------------     ---------------     ---------------     ---------------
Net income					                                 $     	 (6,165)     $      105,042    	 $      120,612      $       91,986
						                                          ===============     ===============     ===============     ===============
Net income, basic and diluted, per BUC          $         (.01)     $          .11      $          .11      $          .08 
						                                          ===============     ===============     ===============     ===============
</TABLE>

<TABLE>
<CAPTION>
                   	                                     First              Second               Third              Fourth
From January 1, 1997, to December 31, 1997	            Quarter		           Quarter	            Quarter		           Quarter
						                                          ---------------     ---------------     ---------------     ---------------
<S>                                             <C>                 <C>                 <C>                 <C>
Total income		                                  $      202,598      $      197,751      $      187,160      $      171,576
Total expenses					                                    (45,790)            (52,626)	          (120,526)(1)        (150,190)(1)
			                                             ---------------     ---------------     ---------------     ---------------
Net income					                                 $     	156,808      $      145,125    	 $      	66,634      $       21,386
						                                          ===============     ===============     ===============     ===============
Net income, basic and diluted, per BUC          $     	    .17      $          .16    	 $          .07      $          .02
						                                          ===============     ===============     ===============     ===============
</TABLE>

(1) The Partnership incurred transaction costs in connection with the  
    merger described in Note 1 of approximately $121,600 during the 
    first quarter of 1998, and $64,600 and $93,300 during the 
    third and fourth quarters of 1997, respectively.

10.  Subsequent Events

On January 25, 1999, the Partnership sold its four FNMA Certificates with an 
aggregate carrying value of $698,869 to a third party.  The Partnership 
received cash proceeds of $699,907 from the sale, including accrued interest 
of $2,572.  The Partnership recognized a loss of $1,534 on the sale.

On January 25, 1999, the Partnership also sold all its remaining GNMA 
Certificates with an aggregate carrying value of $2,519,832 to America First 
Mortgage Investments, Inc., the holder of the majority of BUCs of the 
Partnership and the general partner of the general partner of the 
Partnership.  The Partnership's cash proceeds from the sale were $2,625,050, 
including accrued interest of $13,510.  The Partnership recognized a gain of 
$91,732 on the sale.

Proceeds from the transactions described above were distributed to investors 
on February 1, 1999.
















<PAGE>                              - 30 -


                                  SIGNATURES


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

                                   AMERICA FIRST PREP FUND 2 PENSION
                                   SERIES LIMITED PARTNERSHIP

                                   By America First Capital
                                      Associates Limited
                                      Partnership Six, General
                                      Partner of the Registrant

                                   By America First Mortgage Investments, Inc.
                                      General Partner of America First
                                      Capital Associates Limited
                                      Partnership Six

                                   By /s/ Stewart Zimmerman
                                      Stewart Zimmerman,
                                      President
				                                  and Chief Executive Officer



Date:  March 29, 1999














































<PAGE>                               - 31 -


     Pursuant to the requirements of the Securities and Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.






Date: 	March  29, 1999				 By /s/ Michael B. Yanney*
                             Michael B. Yanney
 																							  	  Chairman of the Board																										

Date: 	March  29, 1999				 By /s/ Stewart Zimmerman
                             Stewart Zimmerman
																									  		Chief Executive Officer and Director

Date: 	March  29, 1999				 By /s/ Gary Thompson
                             Gary Thompson
																									  		Chief Financial Officer

Date: 	March  29, 1999				 By /s/ Michael L. Dahir*
                             Michael L. Dahir
																									  		Director

Date: 	March  29, 1999				 By /s/ George V. Janzen*
                             George V. Janzen
																									  		Director

Date: 	March  29, 1999				 By /s/ George H. Krauss*
                             George H. Krauss
																									  		Director

Date: 	March  29, 1999				 By /s/ Gregor Medinger*
                             Gregor Medinger
																									  		Director

Date: 	March  29, 1999				 By /s/ W. David Scott*
                             W. David Scott
																									  		Director


* By Stewart Zimmerman, Attorney-in-fact

/s/ Stewart Zimmerman
Stewart Zimmerman




























<PAGE>                               - 32 -








                                  EXHIBIT 24

                              POWER OF ATTORNEY

































































<PAGE>                               - 33 -

                                POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ Michael Yanney	
				                                              			Michael Yanney



























































<PAGE>                               - 34 -

                               POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ Michael L. Dahir	
							                                              Michael L. Dahir



























































<PAGE>                               - 35 -

                               POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ George V. Janzen	
                                              							George V. Janzen



























































<PAGE>                               - 36 -

                               POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ George H. Krauss	
							                                              George H. Krauss



























































<PAGE>                               - 37 -

                               POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ Gregor Medinger
                                              							Gregor Medinger



























































<PAGE>                               - 38 -


                               POWER OF ATTORNEY


The undersigned hereby appoints Stewart Zimmerman as his agent and 
attorney-in-fact for the purpose of executing and filing all reports on Form 
10-K relating to the year ending December 31, 1998, and any amendments 
thereto, required to be filed with the Securities and Exchange Commission by 
America First Mortgage Investments, Inc. and America First PREP Fund 2 Pension 
Series Limited Partnership. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of 
the 1st day of February 1999.


		                                               /s/ W. David Scott
                                              							W. David Scott


























































<PAGE>                               - 39 -