SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~November~~May 2526, ~~2003~~2004

AMERICA FIRST REAL ESTATE INVESTMENT PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware ~~000-32227~~

000-32227

(State of Formation) (Commission File Number)

39-1965590

(IRS Employer Identification Number)

1004 Farnam Street, Suite 400

Omaha, Nebraska ~~68102~~

68102

(Address of principal executive offices) (Zip Code)

(402) 444-1630

(Registrants' telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Item 5. Other Events.

~~Attached~~On ~~hereto~~May as26, ~~Exhibit 99~~2004, isthe aUnit ~~press~~holders ~~release~~of ~~issued by~~ America First Real Estate Investment Partners, L.P. (the "Registrant") onapproved ~~November 25, 2003 announcing~~ the ~~execution~~merger of anthe ~~Agreement~~Registrant with and ~~Plan~~into ~~of Merger with~~ America First Apartment Investors, Inc. a Maryland corporation (the "REIT")~~. If~~, pursuant to the ~~merger~~Agreement isand ~~completed~~Plan ~~under~~of Merger entered into by the ~~terms~~Registrant ofand the ~~merger~~REIT ~~agreement~~on November 25, 2003. As a result, the Registrant will be merged with and into the REIT~~. The~~ ~~REIT~~upon ~~will~~the befiling of the ~~surviving~~Articles ~~company~~of Merger and ~~will~~Certificate ~~acquire all~~ of ~~the~~Merger, ~~assets~~respectively, ~~and~~in ~~liabilities~~the State of ~~the~~Maryland ~~Registrant~~and Delaware. The ~~REIT~~merger will ~~continue~~be toeffective ~~operate~~at as12:01 a.m. ~~real~~on ~~estate~~June ~~investment~~3, ~~trust after the merger~~2004. The ~~merger~~REIT iswill ~~subject~~be tothe ~~several~~surviving ~~conditions,~~company ~~including~~and ~~the~~will ~~approval~~acquire all of the ~~holders~~assets ofand aliabilities ~~majority~~ of the ~~outstanding~~Registrant. The ~~Beneficial~~REIT ~~Unit~~will ~~Certificates~~continue ~~representing~~to ~~assigned~~operate ~~limited~~as ~~partnership~~a ~~interests~~real inestate investment trust after the ~~Registrant~~merger.

Each Unit outstanding as of the time of the merger will be converted into the right to receive 0.7910 shares of the common stock of the Registrant and a cash payment of $0.39 per Unit. Fractional shares will be rounded up or down to the nearest whole number. Accordingly, Units will no longer trade on the Nasdaq after June 2, 2004.

Item 7. Financial Statements and Exhibits.

The following exhibits are filed as required by Item 7(c) of this report. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:

Agreement and Plan of Merger, dated November 25, 2003, between the Registrant and America First Apartment Investors, Inc. (the "REIT") and Amendment to Agreement and Plan of Merger, dated February 10, 2004 (incorporated by reference to Exhibit 2.1 to Amendment No. 3 to the REIT's Registration Statement on Form S-4 (Commission File No. 333-111036) filed by the REIT on March 18, 2004).

99.1 Press Release, dated May 26, 2004, announcing the approval of the merger of the Registrant and the REIT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICA FIRST REAL ESTATE INVESTMENT PARTNERS, L.P.,

By America First Capital Source I, L.L.C., its general partner

By America First Companies, L.L.C.,

its general partner

By /s/ Lisa Y. Roskens

Lisa Y. Roskens, President and Chief Executive Officer

Dated: ~~November~~May 2526, ~~2003~~2004

EXHIBIT 99

PRESS RELEASE FOR IMMEDIATE RELEASE

DATE: ~~November 25, 2003 NASDAQ SYMBOLS: APRO, AFREZ~~
May 26, 2004 NASDAQ SYMBOLS:APRO, AFREZ

CONTACT~~: Maurice E. Cox, Jr.~~
: Maurice E. Cox, Jr.

402-444-1630

America First Apartment Investors, Inc. and America First Real Estate Investment Partners, L.P. Announce Approval of Plans to Merge

(Omaha, NE) America First Apartment Investors, Inc. (NASDAQ: APRO) and America First Real Estate Investment Partners, L.P. (NASDAQ: AFREZ) announced today that ~~they~~the ~~have entered into a~~ Merger Agreement under which AFREZ will merge with and into APRO, ~~which~~has been approved by the holders of (i) a majority of the issued and outstanding shares of APRO's common stock and (ii) a majority of the issued and outstanding Beneficial Unit Certificates (BUCs) of AFREZ. The merger will be effective June 3, 2004, with the ~~surviving~~last ~~company~~trading day for AFREZ BUCs being June 2, 2004.

The Merger Agreement provides that the limited partners of AFREZ will receive 0.~~791~~7910 shares of APRO common stock for each ~~AFREZ Beneficial Unit Certificate (~~BUC) they hold on the effective date of the merger, and a one-time cash distribution of $0.39 per BUC. Based on the closing sale price of APRO common stock of $10.35 on May 25, 2004, the dollar value of the aggregate merger consideration will be approximately $58.3 million or $8.58 per BUC.

As a result of the merger, APRO will own and operate 2829 multifamily apartment complexes comprising 5approximately 6,~~900~~100 rental units. After the merger, APRO intends to continue to pursue its business plan of acquiring additional multifamily apartment properties and other residential real estate investments. The board of directors of APRO expects to continue to pay dividends quarterly at the annual rate of $1.00 per share after the merger and has approved the payment of the second quarter dividend of $0.25 per share on July 30, 2004, for shareholders of record on June 30, 2004.

"It makes sense to merge these two companies now that they are reaching their growth limits as stand-alone companies. The two portfolios of apartment properties complement each other, and the combined companies will have more visibility and better access to capital. In addition, the combined company, as a real estate investment trust (REIT) will have greater asset diversification and should be able to realize economies of scale," said Michael B. Yanney, chairman of both companies.

The terms of the Merger Agreement were negotiated on behalf each company by special committees consisting solely of independent directors of APRO and independent managers of the general partner of AFREZ. The special committee representing APRO was advised by Friedman, Billings, Ramsey & Co., Inc. The special committee representing AFREZ was advised by Houlihan Lokey Howard & Zukin. Friedman, Billings, Ramsey & Co., Inc. has rendered an opinion to the effect that the transaction is fair, from a financial point of view, to APRO and its stockholders. Houlihan Lokey Howard & Zukin has rendered an opinion to the effect that the transaction is fair, from a financial point of view, to AFREZ and its BUC holders.

The merger is contingent upon several conditions, including the approval by the shareholders of APRO and the BUC holders of AFREZ. Shareholders and BUC holders will be provided a proxy statement describing the terms of the merger prior to being asked to vote on the merger at special meetings of shareholders and BUC holders. The special meetings are expected to take place in the first quarter of 2004. There can be no assurance that the conditions will be satisfied or that the merger will be consummated.

Information contained in this Press Release contains "forward-looking statements" relating to, without limitation, future performance, plans and objectives of management for future operations and projections of revenue and other financial items, which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. Several factors with respect to such forward-looking statements, including certain risks and uncertainties, could cause actual results to differ materially from those in such forward-looking statements.

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