SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

America First Mortgage Investments, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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|X| No Fee Required

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AMERICA FIRST MORTGAGE INVESTMENTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 24, 2001

The Annual Meeting of Stockholders of America First Mortgage Investments,
Inc. (the "Company") will be held at the Joslyn Art Museum, 2200 Dodge Street,
Omaha, Nebraska on Thursday, May 24, 2001, at 10:00 a.m. Central Daylight Time,
for the following purposes:

(1) To elect three Class III directors.

(2) To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditor for the Company for the fiscal year ending December 31, 2001.

(3) To vote on the proposal to amend the Company's Amended and Restated
1997 Stock Option Plan (the "Stock Option Plan") to increase the number of
shares subject to the Stock Option Plan.

(4) To approve, pursuant to the rules of the New York Stock Exchange, the
issuance of up to 20,000,000 additional shares of the Company's common
stock or securities convertible into or exercisable for such number of
shares of common stock, from time to time, in one or more private
placements.

(5) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of Class III directors, the ratification of the
appointment of the independent auditors of the Company, the approval of the
amendment of the Stock Option Plan, and the approval of the issuance of
additional shares of common stock or securities convertible into or exercisable
for common stock.

Only stockholders holding shares of Common Stock of record at the close of
business on March 26, 2001 will be entitled to notice of, and to vote at, the
meeting.

Please sign and return the enclosed proxy card using the envelope
provided. You can revoke your proxy at any time. If you attend the meeting in
person you may withdraw your proxy and vote in person.

By Order of the Board of Directors

______________________________________
William S. Gorin, Secretary

New York, New York
April _, 2001

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.

America First Mortgage Investments, Inc.
399 Park Avenue
36th Floor
New York, New York 10022

-------------------

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

COMMON STOCK

This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of America First Mortgage
Investments, Inc. (the "Company") to be held on May 24, 2001 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Only holders of Common Stock of record at the close of
business on March 26, 2001 (the "Record Date") will be entitled to vote at the
Annual Meeting. This Proxy Statement and the proxy cards are first being mailed
to stockholders on or about April _, 2001.

The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing a
later-dated proxy with him. Furthermore, stockholders who are present at the
Annual Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe
outstanding shares owned by executive officers and directors of the Company will
be voted "FOR" each such proposal. Such shares represent approximately 1.0% of
the total shares outstanding as of March 26, 2001. Shares of Common Stock
entitled to vote and represented by properly executed, returned and unrevoked
proxies will be considered present at the meeting for purposes of determining a
quorum, including shares with respect to which votes are withheld, abstentions
are cast or there are broker nonvotes.

The principal executive offices of the Company are at 399 Park Avenue,
36th floor, New York, New York 10022.

Voting Securities and Beneficial Ownership
Thereof by Principal Stockholders,
Directors and Officers

On March 26, 2001, there were 8,692,825 issued and outstanding shares of
Common Stock. Each share of Common Stock is entitled to one vote upon each
matter to be voted on at the Annual Meeting. Stockholders do not have the right
to cumulate votes in the election of directors.

As of March 26, 2001, the directors and executive officers of the Company,
and nominees for director, beneficially owned the following shares of the
Company's Common Stock. The Company does not believe that any stockholder owns
more than 5% of the Company's Common Stock.

Number of
Shares
Beneficially Percent of
Name Owned(1) Class
---- ----- -----

Michael B. Yanney, Director, Chairman of the Board 206,600(2) 2.3%

Stewart Zimmerman, Director, President and Chief Executive Officer 165,100(3) 1.9%

William S. Gorin, Executive Vice President and Secretary 125,600(3) 1.4%

Ronald Freydberg, Senior Vice President 107,700(3) 1.2%

Gary N. Thompson, Chief Financial Officer and Treasurer 25,000(3) *

Michael L. Dahir, Director 10,836(3) *

George Janzen, Director (4) 10,836(3) *

George H. Krauss, Director 90,000(3) 1.0%

Gregor Medinger, Director 16,836(3) *

W. David Scott, Director 10,936(3) *

Alan L. Gosule, Nominee for Director 0 *

All executive officers, directors and director nominees as a group 768,444(3) 8.2%
(11 persons)

- -------------------

*Less than 1% of class.

(1) Each director and executive officer has sole voting and investment
power over the shares he beneficially owns, and all such shares are owned
directly unless otherwise indicated.

(2) Includes 36,600 shares which are owned of record by Torrey Lake
Charitable Remainder Trust and Torrey Lake Charitable Remainder Trust II, both
of which have as their beneficiary an entity which Mr. Yanney controls, and
170,000 shares of the Company's common stock which may be acquired within 60
days of March 26, 2001, pursuant to the exercise of options by Mr. Yanney.

(3) Includes 150,000, 97,500, 107,500, 25,000, 5,000, 5,000, 75,000,
5,000, and 5,000 shares of the Company's common stock which may be acquired
within 60 days of March 26, 2001, pursuant to the exercise of options by Messrs.
Zimmerman, Gorin, Freydberg, Thompson, Dahir, Janzen, Krauss, Medinger and
Scott, respectively, and 645,000 shares which may be acquired within 60 days of
March 26, 2001, pursuant to the exercise of options by all executive officers
and directors as a group.

(4) Mr. Janzen's term as a director will expire at the annual meeting.

ELECTION OF DIRECTORS

Board of Directors and Committees

The full Board of Directors of the Company is composed of seven directors.
The Board of Directors is divided into three classes with directors in each
class serving for a term of three years. The terms of office of the current
Class I, Class II and Class III directors will expire in 2002, 2003 and 2001,
respectively. The Board of Directors has nominated Stewart Zimmerman, Alan L.
Gosule, and W. David Scott as Class III directors to serve three-year terms
expiring in 2004. Messrs. Zimmerman, Gosule and Scott have each expressed an
intention to serve,

if elected, and the Board of Directors knows of no reason why any of Mr.
Zimmerman, Mr. Gosule or Mr. Scott might be unavailable to serve. If any of Mr.
Zimmerman, Mr. Gosule or Mr. Scott is unable to serve as a Class III director,
the shares represented by all valid proxies will be voted for the election of
such substitute nominee as the Board of Directors may recommend. There are no
arrangements or understandings between either of Mr. Zimmerman, Mr. Gosule or
Mr. Scott and any other person pursuant to which they were selected as nominees.
The election of a director requires the affirmative vote of a plurality of the
shares present in person or represented by proxy at the meeting and entitled to
vote. Consequently, votes withheld and broker nonvotes with respect to the
election of directors will have no impact on the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MR. ZIMMERMAN, MR. GOSULE AND MR. SCOTT AS CLASS III DIRECTORS.

The table below sets forth certain information regarding the directors of
the Company. All members of, and nominees to, the Board of Directors have held
the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.

Principal Director Term To
Name Age Occupation Since Expire
---- --- ---------- ----- ------

NOMINEES

Stewart Zimmerman 56 President and Chief Executive Officer of 1998 2001
the Company

Alan L. Gosule 60 Partner with the law firm of n/a n/a
Clifford Chance Rogers & Wells LLP (1)

W. David Scott 39 President and Chief Executive Officer of 1998 2001
Magnum Resources, Inc.

DIRECTORS CONTINUING IN OFFICE

Michael L. Dahir 52 President and Chief Executive Officer of 1998 2003
Omaha State Bank

George H. Krauss 59 Consultant to America First Companies 1998 2003
L.L.C. (2) and Consultant to the law firm of
Kutak Rock LLP

Michael B. Yanney 67 Chief Executive Officer of America First 1998 2002
Companies L.L.C. (3)

Gregor Medinger 57 President of HVB Capital Markets, Inc. 1998 2002

- -------------------

(1) Mr. Gosule also serves as a director of Home Properties of New York, Inc.,
Simpson Housing Limited Partnerships, F.L. Putnam Investment Management Company,
and Colonnade Partners, and of 32 mutual funds of the ING Pilgrim Capital
Corporation.

(2) Mr. Krauss has been a consultant to America First Companies L.L.C. since
1997. America First Companies L.L.C. is an affiliate of the Company. Prior to
1997, Mr. Krauss practiced law with the firm of Kutak Rock LLP from 1972. Mr.
Krauss also serves as a director of Gateway, Inc. and Bayview Capital
Corporation.

(3) America First Companies L.L.C. is an affiliate of the Company. Mr. Yanney
also serves as a director of Burlington Northern Santa Fe Corporation, RCN
Corporation, Level 3 Communications, Inc., Forest Oil Corporation, Freedom
Communications, Inc., Magnum Resources, Inc., Rio Grande Medical Technologies,
Inc., and Telecom Technologies, Inc.

Information regarding other executive officers of the Company is found in the
Company's Form 10-K, a copy of which accompanies this Proxy Statement.

The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the year ended December 31, 2000, the Board of Directors
held six meetings and acted by written consent in lieu of a meeting two times.
All directors attended at least 75% of the meetings of the Board of Directors
and of the committees of the Board of Directors on which they served during
2000.

The Board of Directors has established and assigned certain
responsibilities to an Audit Committee and a Compensation Committee. In
addition, the Board of Directors has delegated certain functions and authority
to America First Mortgage Advisory Corporation (the "Advisor") pursuant to the
terms of an Advisory Agreement between the Company and the Advisor. The Advisor
at all times is subject to the supervision of the Board of Directors and only
has such functions and authority as the Company delegates to it. The Advisor is
responsible for the day-to-day operations of the Company and performs such
services and activities relating to the assets and operations of the Company as
is agreed upon by the Advisor and the Board of Directors of the Company. The
Advisor also acts as a consultant to the Company with respect to investments and
policy decisions and provides the Company with the executive and administrative
personnel and services required in rendering its services.

Audit Committee. The functions performed by the Audit Committee include
the review and oversight of all transactions among the Company and its
directors, officers, holders of 5% or more of its shares of Common Stock or any
affiliates, periodic review of the Company's financial statements and meetings
with the Company's independent auditors. The Bylaws require that the entire
Audit Committee be comprised of Directors who are not employees of the Company.
The Audit Committee is currently composed of Directors Janzen and Scott. A third
member will be added to the Audit Committee in order to comply with new listing
standards for New York Stock Exchange companies. The Audit Committee held two
meetings during fiscal 2000.

Compensation Committee. The duties of the Compensation Committee include
determining the compensation of the Company's executive officers and the
administration of the Company's Amended and Restated 1997 Stock Option Plan (the
"Stock Option Plan"). The Bylaws require that a majority of the members of the
Compensation Committee be Directors who are not employees of the Company. The
Compensation Committee consisted of Directors Medinger and Dahir. The
Compensation Committee met twice during fiscal 2000.

The Company does not have a standing nominating committee. Nominations for
Directors are made by the entire Board of Directors.

Compensation of Directors

Directors who are not officers of the Company or of the Advisor or its
affiliates (the "Independent Director") receive annual directors' fee of
$20,000, of which $10,000 is paid in cash and $10,000 is paid in the form of
shares of the Company's Common Stock. The number of shares of Common Stock
issued is based on the fair market value at the date of issuance. Directors are
also eligible to receive grants of stock options and dividend equivalency rights
("DERs") under the Company's Stock Option Plan. A DER entitles its holder to
receive a cash payment equal to the dividends paid on one share of the Company's
Common Stock. Upon their initial election to the Board in 1998, each Independent
Director was awarded 1,250 DERs and an option to acquire 5,000 shares of the
Company's Common Stock. The Independent Directors also receive a fee of $1,000
for each annual or scheduled special meeting of the Board of Directors that they
attend. All members of the Board of Directors are reimbursed for travel and
other expenses incurred by them in connection with attending any meetings.

Compensation of Executive Officers

The only remuneration that the Company may provide to its executive
officers are grants of stock options and DERs under the Company's Stock Option
Plan. The executive officers of the Company are paid a salary and bonus and
receive certain employee benefits from America First Companies L.L.C., the
parent of the Advisor ("America First"). However, the Company does not reimburse
either America First or the Advisor for the salary, bonus or other employee
benefits of these executive officers. Accordingly, the Company does not directly
or

indirectly pay its executive officers any salary or bonus or provide them with
any employee benefits, except under its Stock Option Plan.

The following table sets forth information regarding the annual and
long-term compensation paid by the Company and America First to the Company's
Chief Executive Officer and the other executive officer of the Company whose
total salary and bonus paid with respect to acting as an executive officer of
the Company during 2000 exceeded $100,000 (the "Named Executive Officers").

Summary Compensation Table

Annual Compensation(1) Long-Term Compensation(2)
-------------------------
Awards
--------------------------------------- ------
(a) (b) (c) (d) (g) (g)
Securities DERs(3)
Name and Underlying
Principal Salary Bonus Options/SARs
Position Year ($) ($) (#)

Stewart Zimmerman, 2000 282,593 55,000 0 0
President and Chief 1999 275,700 90,000 100,000 0
Executive Officer. 1998 274,617 55,000 100,000 100,000

Ronald Freydberg, 2000 150,000 49,000 0 0
Senior Vice President 1999 132,500 75,000 75,000 0
1998 132,500 50,000 70,000 70,000

- -------------------

(1) All salary and bonus are paid by America First Companies L.L.C., the
parent of the Advisor. Other than the salary and bonus amounts shown, no Named
Executive Officer received any other form of annual compensation required to be
reported under the rules of the Securities and Exchange Commission.

(2) All amounts represent options to acquire Common Stock of the Company.
As of March 26, 2001, 150,000 and 107,500 of the options were vested (or would
vest within 60 days) for Messrs. Zimmerman and Freydberg, respectively. The
Company does not maintain any plan that awards restricted stock or stock
appreciation rights ("SARs") to its executive officers.

(3) Of the DERs awarded in 1998, dividend equivalency payments were made
to Mr. Zimmerman and Mr. Freydberg in 1998 only with respect to vested DERs of
25,000 and 17,500, respectively. In 1999, dividend equivalency payments were
made to Mr. Zimmerman and Mr. Freydberg with respect to average vested DERs of
43,750 and 30,625, respectively. In 2000, dividend equivalency payments were
made to Mr. Zimmerman and Mr. Freydberg with respect to average vested DERs of
75,000 and 52,500, respectively. The aggregate amount of dividend equivalency
payments during 1998, 1999 and 2000 to the Named Executive Officers were below
the disclosure threshold established under the rules of the Securities and
Exchange Commission.

Options/SAR Grants in Last Fiscal Year

Under the Company's Stock Option Plan, the Compensation Committee may
grant either qualified or non-qualified stock options to the directors, officers
and employees of the Company, the Advisor or their subsidiaries. The following
table sets forth certain information with respect to stock options granted to
the Named Executive Officers of the Company during fiscal years 1998, 1999 and
2000:

Percent of Total
Number of Shares Options Granted Grant Date
Underlying Options to Employees In Exercise Expiration Present
Name Year Granted Fiscal Year Price Date Value(1)
---- ---- ------- ----------- ----- ---- --------

Stewart 2000 0 0 n/a n/a n/a

Zimmerman 1999 100,000 33% $4.875 August 2009 $66,000

1998 100,000 20% $9.375 April 2008 $188,000

Ronald 2000 0 0 n/a n/a n/a

Freydberg 1999 75,000 25% $4.875 August 2009 $49,500

1998 70,000 14% $9.375 April 2008 $131,600

(1) In accordance with the Securities and Exchange Commission rules, grant
date present value is determined using the Black-Scholes option-pricing model.
The Black-Scholes model is a complicated mathematical formula widely used to
value exchange-traded options. However, stock options granted by the Company are
long-term, non-transferable and subject to vesting restrictions, while
exchange-traded options are short-term and can be exercised or sold immediately
in a liquid market. The Black-Scholes model relies on several key assumptions to
estimate the present value of options, including the volatility of, and dividend
yield on, the security underlying the option, the risk-free rate of return on
the date of grant and the term of the option. In calculating the grant date
present values for fiscal 1998 grants set forth in the table, because the
Company had no trading history prior to the Merger Date, the Company utilized
assumptions consistent with activity of a comparable peer group of companies.
The following weighted average assumptions were used: expected volatility of
25%; dividend yield of 0% (6% for DER payments); risk free interest rate of
5.5%; and expected life of five years. For fiscal 1999 grants, the Company had
an adequate trading history of its own and utilized the following information
based on market information/rates at date of grant: expected volatility of 35%,
dividend yield of 10.25%, risk free interest rate of 5.25%, and expected life of
five years.

Aggregated Option/SAR Exercises in Last
Fiscal Year and FY-End Option/SAR Values

No options were exercised during fiscal 2000 by any Named Executive
Officer. The following table sets forth certain information concerning the
number of unexercised options and the value of unexercised options at the end of
fiscal 2000 held by the Company's Named Executive Officers.

(a) (b) (c) (d) (e)
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at Fiscal Year
Shares Acquired Fiscal Year End(#) End($)
On
Exercise(#)
----------- Exercisable/ Exercisable/
Name Value Realized ($) Unexercisable Unexercisable
---- ------------------ ------------- -------------

Stewart Zimmerman -0- -0- 125,000/75,000 $72,500/43,500

Ronald Freydberg -0- -0- 72,500/72,500 $42,050/42,050

Long-Term Incentive Plans and Other Matters

The Company does not maintain a long-term incentive plan or pension plan
(as defined in Item 402 of SEC Regulation S-K) for its officers and has not
repriced any stock options for any of its officers during the last fiscal year.

The Company does maintain the Stock Option Plan which was adopted on
December 12, 1997. The Stock Option Plan authorizes the Board of Directors, or a
committee of the Board of Directors, to grant Incentive Stock Options ("ISOs")
as defined under section 422 of the Internal Revenue Code, Non-Qualified Stock
Options ("NQSOs") and Dividend Equivalent Rights ("DERs") to directors, officers
and employees of the Company and the Advisor. Non-employee directors and certain
other persons providing services to the Company are eligible to receive grants
of NQSOs with DERs pursuant to the provisions of the Stock Option Plan. All
eligible participants may be awarded options and/or DERs under the Stock Option
Plan as determined by the Compensation Committee, except that awards to
directors serving on the Compensation Committee must be approved by a majority
of the Directors who are not serving on the Compensation Committee.

Holders of stock options have the right to acquire shares of the Company's
common stock at an exercise price set at the time the stock option is granted.
The exercise price for any options granted to eligible persons under the Stock
Option Plan may not be less than the fair market value of the common stock on
the day of the grant. The options expire if not exercised ten years after the
date granted. The holder of a DER is entitled to receive a cash payment equal to
the dividend distribution paid on a share of stock that is subject to a stock
options. DERs terminate upon the exercise of the stock option relating to such
share of common stock.

As of January 1, 2001, there were outstanding options to acquire a total
of 520,000 shares of the Company's common stock at a purchase price of $9.375
per share and a total of 300,000 shares of its Common Stock at a purchase price
of $4.875 per share. In addition, a total of 505,000 DERs are outstanding. No
options or DERs were granted, expired or terminated during 2000 and no stock
options were exercised during the year. The Stock Option Plan authorizes the
granting of options to purchase an aggregate of up to 1,000,000 shares of the
Company's common stock, but not more than 10% of the total outstanding shares of
the Company's common stock. As of March 26, 2001, options for 49,282 shares of
Common Stock remained available for issuance under the Stock Option Plan. The
Board of Directors has amended the Stock Option Plan to increase the number of
options that may be granted under the Stock Option Plan to 2,000,000, subject to
approval of the stockholders. See "Amendment to 1997 Stock Option Plan."

Report of the Compensation Committee
On Executive Compensation

The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act"), and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.

Executive Officer Compensation. The only compensation that the Company may
provide to its executive officers are awards of options to acquire shares of the
Company's Common Stock and DERs under the Company's Stock Option Plan. A stock
option allows its holder to acquire shares of the Company's Common Stock at a
set price during a defined period of time. A DER entitles its holder to receive
a cash payment equal to the dividends paid on one share of the Company's Common
Stock. The Compensation Committee may make awards of stock options and DERs to
its executive officers in order to provide an incentive to maximize their
efforts on behalf of the Company by providing them with a proprietary interest
in the Company. Such awards also encourage executive officers to remain employed
with the Company and assist the Company in its efforts to attract new executive
officers as the need arises. The Compensation Committee has discretionary
authority to award stock options and DERs to the Company's executive officers
and to determine the terms of such awards.

During 2000, no stock options or DERs were awarded to executive officers
under the Company's Stock Option Plan.

Compensation of CEO. During fiscal 2000, Stewart Zimmerman, the chief
executive officer of the Company, received no compensation from the Company as
the Compensation Committee determined that options and DERs previously awarded
to Mr. Zimmerman provided a significant and adequate incentive for Mr. Zimmerman
to implement the Company's investment strategy in a manner designed to increase
the value of the Company's Common Stock. These stock options and DERs were
issued in 1998 and 1999 and represent the entire remuneration received by Mr.
Zimmerman from the Company. Accordingly, the Compensation Committee believes
that the compensation provided by the Company is very reasonable to the Company
compared with compensation packages provided to chief executive officers of
similar companies in the same industry.

Compliance With Section 162(m) of the Internal Revenue Code. The current
tax law imposes an annual, individual limit of $1 million on the deductibility
of the Company's compensation payments to its executive officers. Specified
compensation is excluded for this purpose, including performance-based
compensation, provided that certain conditions are satisfied. The Committee has
determined to preserve, to the maximum extent practicable, the deductibility of
all compensation payments to the Company's executive officers.

Gregor Medinger
Michael L. Dahir

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10 percent holders of the Common Stock of the
Company to file reports concerning their ownership of the equity securities of
the Company. Based solely on the review of copies of the Section 16(a) reports
received by the Company and written representations from each person who did not
file an annual report with the SEC on Form 5, the Company believes that all
Section 16(a) reports with respect to 2000 were timely filed.

Compensation Committee Interlocks
and Insider Participation

There are no compensation committee interlocks and no insider
participation in compensation decisions that are required to be reported under
the rules and regulations of the Securities Exchange Act of 1934.

Certain Relationships and
Related Transactions

Except as described herein, the Company is not a party to any transaction
or proposed transaction with any person who is (i) a director or executive
officer of the Company, (ii) a nominee for election as a director, (iii) an
owner of more than 5% of the Common Stock or (iv) a member of the immediate
family of any of the foregoing persons.

Michael Yanney, the Chairman and a director of the Company, George Krauss,
a director of the Company, Stewart Zimmerman, a director, President and Chief
Executive Officer of the Company, and Gary Thompson, an executive officer of the
Company, are equity owners of America First Companies L.L.C. ("America First").
Subsidiaries of America First engaged in the following transactions with the
Company during 2000:

The Advisor manages the operations and investments of the Company and
performs administrative services for the Company. In turn, the Advisor receives
a management fee payable monthly in arrears in an amount equal to 1.10% per
annum of the first $300 million of stockholders' equity of the Company, plus
0.80% per annum of the portion of stockholders' equity of the Company above $300
million. The Company also pays the Advisor, as incentive compensation for each
fiscal quarter, an amount equal to 20% of the dollar amount by which the
annualized return on equity for such fiscal quarter exceeds the amount necessary
to provide an annualized return on equity equal to the ten-year U.S. Treasury
Rate plus 1%. During 2000, the Advisor earned a base management fee of $740,437.
The Advisor earned incentive compensation of approximately $797,054 in 2000.
Approximately, $519,000 of the incentive fee earned in 2000 was attributable to
the sale of the underlying real estate of an unconsolidated real estate limited
partnership.

America First Properties Management Company L.L.C. (the "Manager")
provides property management services for certain of the multifamily properties
in which the Company owns an interest. The Manager receives a

management fee equal to a stated percentage of the gross revenues generated by
the properties under management, ranging from 3.5% to 4% of gross revenues. Such
fees paid by the Company in 2000 amounted to $374,923.

Report of the Audit Committee

The Audit Committee is currently comprised of George V. Janzen and W.
David Scott, each of which is an independent director of the Company under the
rules adopted by the New York Stock Exchange. The Audit Committee operates under
a written charter which is attached as an exhibit to this Proxy Statement.

The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
internal controls and processes for that purpose. PricewaterhouseCoopers LLP
("PwC") acts as the Company's independent auditors and they are responsible for
conducting an independent audit of the Company's annual financial statements in
accordance with generally accepted auditing standards and issuing a report on
the results of their audit. The Audit Committee is responsible for providing
independent, objective oversight of both of these processes.

The Audit Committee has reviewed and discussed the audited financial
statements for the year ended December 31, 2000 with management of the Company
and with representatives of PwC. As a result of these discussions, the Audit
Committee believes that the Company maintains an effective system of accounting
controls that allow it to prepare financial statements that fairly present the
Company's financial position and results of its operations. Our discussions with
PwC also included the matters required by Statement on Auditing Standard No. 61
(Communications with Audit Committees).

In addition, the Audit Committee reviewed the independence of PwC. We
received written disclosures and a letter from PwC regarding its independence as
required by Independent Standards Board Standards No. 1 and discussed this
information was discussed with PwC.

Based on the foregoing, the Audit Committee has recommended to the full
board of directors that the audited financial statements of the Company for the
year ended December 31, 2000 be included in the Company's annual report on Form
10-K to be filed with the Securities and Exchange Commission.

George V. Janzen
W. David Scott

Company Performance

The graph is not deemed to be "soliciting material" or to be "filed" with
the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "1934 Act"), and the graph shall not
be deemed to be incorporated by reference into any prior or subsequent filing by
the Company under the Securities Act of 1933 or the 1934 Act.

The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and in the stocks
making up two comparative stock indices on April 13, 1998, the date the
Company's Common Stock commenced trading, through the end of the Company's
fiscal 2000. The following graph reflects stock price appreciation and the value
of dividends paid on the Company's Common Stock and for each of the comparative
indices. The information herein has been obtained from sources believed to be
reliable, but neither its accuracy nor its completeness is guaranteed.

TOTAL SHAREHOLDER RETURNS

[The following was represented by a line chart in the printed material.]

- -----------------------------------------------------------------------------------------------------------------
April 13, 1998 December 31, 1998 December 31, 1999 December 31,
2000
- -----------------------------------------------------------------------------------------------------------------

America First Mortgage 100 55.68 64.06 76.40
Investments, Inc.
- -----------------------------------------------------------------------------------------------------------------
Standard & Poor's Composite 100 112.03 135.60 123.26
500 Index
- -----------------------------------------------------------------------------------------------------------------
Mortgage REIT Peer Group (1) 100 60.37 68.54 82.20
- -----------------------------------------------------------------------------------------------------------------

- --------------------------

(1) The Mortgage REIT Peer Group consists of Redwood Trust, Inc.,
Thornburg Mortgage, Inc., American Residential Investment Trust, Inc. and Annaly
Mortgage Management, Inc.

RATIFICATION OF APPOINTMENT OF AUDITOR

The Board of Directors has appointed PricewaterhouseCoopers LLP ("PwC") to
the Company's independent auditors for 2001. The Company is asking its
stockholders to ratify the appointment of PwC. In recommending the appointing
PwC to be the Company's independent auditors, the Company's audit committee
considered whether the provision of the services by PwC described below under
the headings "Financial Information Systems Design and Implementation Fees" and
"All Other Fees" is compatible with maintaining PwC's independence from the
Company and its management.

Audit Fees

PwC billed the Company for a total of $80,000 in fees for professional
services rendered for the audit of the Company's annual financial statements for
the year ended December 31, 2000 and for the reviews of the financial statements
included in the Company's Form 10-Q reports filed with the SEC during that year.

Financial Information Systems Design and Implementation Fees

PwC did not perform any professional services for the Company during the
year ended December 31, 2000, either directly or indirectly, in connection with
the operation, or supervising the operation, of the Company's information system
or managing our local area network, or designing or implementing a hardware or
software system that aggregates source data underlying the Company's financial
statements or that generates information that is significant to the Company's
financial statements taken as a whole. Accordingly, no fees were paid to PwC
during 2000 for these types of services.

All Other Fees

PwC billed the Company an aggregate of $80,700 in fees for all other
services rendered during the year ended December 31, 2000. These additional
services consisted primarily of tax return preparation services and
non-recurring accounting and transaction structuring consulting services
rendered in connection with certain real estate transactions completed by the
Company and RCC in 1999 and 2000.

The ratification of the appointment of auditor requires the affirmative
vote of the holders of a majority of the shares present in person or represented
by proxy at the meeting and entitled to vote. Abstentions will have the same
effect as a vote against ratification. Broker nonvotes will not be considered
shares entitled to vote with respect to ratification of the appointment and will
not be counted as votes for or against the ratification.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
AUDITORS FOR FISCAL 2001.

Representatives of PwC are expected to be present at the Annual Meeting
and will be provided an opportunity to make a statement and to respond to
appropriate inquiries from stockholders.

AMENDMENT TO 1997 STOCK OPTION PLAN

The Board of Directors has adopted an amendment to the Company's Stock
Option Plan which, subject to stockholder approval, will increase the number of
shares of common stock for which options may be granted under the Stock Option
Plan to 2,000,000. Currently the Stock Option Plan provides that options may be
granted under the Plan for a maximum number of shares equal to the lesser of
1,000,000 or 10% of the total shares of common stock outstanding.

The Company adopted the Stock Option Plan in order to retain and attract
qualified officers, key employees and directors and to align the interests of
these persons with those of the Company and its stockholders by providing for
the grant of stock options and DERs to eligible participants. The terms of the
Stock Option Plan are described under "Long-Term Incentive Plans and Other
Matters".

The amendment would increase the maximum number of shares of Company
common stock which may be issued pursuant to options under the Stock Option Plan
to 2,000,000 and no longer limit the maximum number of

options to 10% of the shares of common stock outstanding. In addition, the
amendment eliminates the limitation on the number of shares for which any
individual may receive options under the Stock Option Plan. Currently, the Stock
Option Plan provides that no individual may receive options for more than
100,000 shares of common stock over the life of the Stock Option Plan, except
for options issued prior to May 5, 1999. As amended, the Stock Option Plan will
not limit the number of options that may be granted to any eligible participant.
In all other respects, the Plan will operate in the same manner as it does
currently.

The Board of Directors believes that it remains in the best interest of
the Company to use awards of stock options and DERs in order to attract and
retain qualified officers, employees and directors and to align the interest of
these persons with those of its stockholders. The Company has issued options
under the Stock Option Plan to acquire a total of 820,000 shares of common
stock. Because the maximum number of shares for which options can be issued
under the current terms of the Stock Option Plan can not exceed 10% of the
outstanding shares of the Company's common stock, only 49,282 shares of common
stock remained available for all future awards under the Stock Option Plan. The
Board of Directors believes that the increase in the number of available options
is justified at this time to ensure that a sufficient number of options are
available under the Stock Option Plan as they are needed in the future. The
Board also believes that the limitation on the number of options granted to any
individual should be eliminated since it unnecessarily interferes with the
discretion of the Compensation Committee to make awards under the Stock Option
Plan that it determines are necessary to achieve the goals of the Stock Option
Plan. Neither of these amendment will alter any of the considerations of the
Compensation Committee with respect to grants under the Stock Option Plan.
Because the awards of options are completely within the discretion of the
Compensation Committee, it is not possible to determine at this time the amount
of any additional awards that may be made under the Stock Option Plan if the
amendments are approved by stockholders.

The approval of the amendment to the Stock Option Plan requires the
affirmative vote of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote. Abstentions and broker
nonvotes will not be considered shares entitled to vote with respect to approval
of the adoption of the Plan and will not be counted as votes for or against the
approval of the Plan.

THE BOARD RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE STOCK OPTION PLAN.

ISSUANCE OF ADDITIONAL SHARES OF THE COMPANY'S COMMON STOCK,
OR SECURITIES CONVERTIBLE INTO OR EXERCISABLE FOR COMMON STOCK

The Board of Directors has approved the issuance by the Company of up to
20,000,000 shares of common stock, or securities convertible into or exercisable
for such number of shares of common stock, from time to time in order to raise
additional equity capital for the Company. These securities may be issued by the
Company in one or more private placements or public offerings upon terms and
conditions as may be further approved from time to time by the Board of
Directors. The rules of the New York Stock Exchange ("NYSE") require that when
an issuer sells shares of its common stock, or securities convertible into or
exercisable for its common stock, representing more than 20% of the number or
voting power of its shares of common stock outstanding prior to such issuance in
a private placement transaction (or series of related transactions) and the
price per share at which such securities are sold, or convertible at, is below
the common stock's market value or book value, then the issuer must obtain prior
approval of such issuance from its stockholders if those additional shares are
to be listed on the NYSE. The Company is seeking stockholder approval for the
issuance of up to 20,000,000 shares of common stock, or securities convertible
into or exercisable for its common stock, in one or more private placements in
which shares of common stock may be issued or convertible at prices below the
book value or market value of the Company's common stock. The NYSE rules do not
require stockholder approval for the issuance of common stock, or securities
convertible into or exercisable for common stock, in a public offering and no
such approval is being solicited hereby.

The Company has no current plans or understandings for the private
placement of additional shares of common stock or any securities convertible
into or exercisable for common stock. However, the Board of Directors and
management of the Company feel that having the ability to raise additional
equity capital in this manner is essential to the ability of the Company to
increase the amount of its assets without incurring excessive leverage.
Management believes that the private placement of securities can be an efficient
and economical method of raising equity capital. If the Company does issue
additional shares of common stock, or securities convertible into or exercisable
for its common stock, in one or more private offerings, it will want to be able
to list this stock on the

NYSE in order to provide investors with liquidity and avoid price discounts for
lack of marketability. If this proposal is not approved by the stockholders, the
Company will be effectively limited by NYSE rules to issuing in private
offerings a number of shares of common stock or securities convertible to or
exercisable for common stock which falls below the NYSE stockholder approval
threshold. Based on the current number of shares of common stock outstanding,
the number of additional shares the Company could issue in this manner would be
limited to less than 1,750,000. At current share prices, this would not allow
the Company to raise a significant amount of additional equity capital. The
Company cannot predict the prices at which shares issued for cash may be sold,
but in each case the terms of the issuance would be approved by the Board of
Directors prior to the issuance.

The approval of this proposal requires the affirmative vote of the holders
of a majority of the shares present in person or represented by proxy at the
meeting and entitled to vote. Abstentions and broker nonvotes will not be
considered shares entitled to vote with respect to approval of this proposal and
will not be counted as votes for or against the approval of the proposal.

THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE ISSUANCE OF
UP TO 20,000,000 SHARES OF THE COMPANY'S COMMON STOCK, OR SECURITIES CONVERTIBLE
INTO OR EXERCISABLE FOR COMMON STOCK, FROM TIME TO TIME IN ONE OR MORE PRIVATE
PLACEMENTS.

SUBMISSION OF STOCKHOLDER PROPOSALS

Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting, including nominations for directors, must
have been received by the Secretary of the Company at its home office no earlier
than 90 days prior to the Annual Meeting or later than 60 days prior to the
Annual Meeting. Accordingly, any stockholder proposals must have been submitted
between February 24 and March 26, 2001. Therefore, no stockholder proposal may
be submitted at this time for consideration at the annual meeting.

In order to be included in the Company's proxy statement relating to its
2002 annual meeting, stockholder proposals must be submitted by December 10,
2001 to the Secretary of the Company at its home office. The inclusion of any
such proposal in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.

OTHER MATTERS

Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by stockholders for consideration at the Annual Meeting.

The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.

The Company's Annual Report on Form 10-K, as filed by the Company with the
Securities and Exchange Commission, is being mailed, together with this Proxy
Statement, to all stockholders entitled to vote at the Annual Meeting. However,
such Annual Report on Form 10-K is not to be considered part of this proxy
solicitation material.

By Order of the Board of Directors

______________________________________
William S. Gorin, Secretary

New York, New York
April _, 2001

EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF AMERICA FIRST MORTGAGE INVESTMENTS, INC.

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

o Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting, and
legal compliance.

o Monitor the independence and performance of the Company's
independent auditors and internal auditing department.

o Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access
to the independent auditors as well as anyone in the organization. The
Audit Committee has the ability to retain, at the Company's expense,
independent special legal, accounting, or other consultants or experts it
deems necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of the New York Stock
Exchange, Inc. ("NYSE") The Audit Committee shall be comprised of three or
more directors as determined by the Board, each of whom shall be
independent (as defined in Section 303.01(B)(2)(a) and (3) of the NYSE's
listing standards) directors, all of whom have no relationship to the
company that may interfere with the exercise of their independence from
management and the Company. All members of the Committee shall be
financially literate, as such qualification is interpreted by the
company's Board of Directors in its business judgment, or must become
financially literate within a reasonable period of time after his or her
appointment to the audit committee; and at least one member of the
Committee shall have accounting or related financial management expertise,
as the Board of Directors interprets such qualification in its business
judgment.

If the Company's Board of Directors, under exceptional and limited
circumstances, determines in its business judgment and in accordance with
the requirements of Section 303.02(d) of the NYSE's listing standards, as
may be modified or supplemented, that it is in the best interest of the
Company and its Shareholders to appoint one director to the audit
committee who is not independent and who is not a current employee,
officer or immediate family member of any employee or officer of the
Company, the Audit Committee shall disclose the nature of the relationship
that makes that individual not

independent and the reasons for the Board's determination in the Company's
Annual Proxy Statement.

Audit Committee members shall be appointed by the Board of Directors. If
an Audit Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
director of the internal auditing department, the independent auditors,
and as a committee to discuss any matters that the Committee or each of
these groups believe should be discussed. In addition, the Committee, or
at least its Chair, should communicate with management and the independent
auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors' review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Charter as least annually.
Submit the charter to the Board of Directors for approval and have
the document published at least every three years in accordance with
Securities and Exchange Commission ("SEC") regulations.

2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices, and judgments. [Item 306(a)(1) of
Regulation S-K]

3. In consultation with management, the independent auditors, and the
internal auditors, consider the integrity of the Company's financial
reporting processes and controls. Discuss significant financial risk
exposures and the steps management has taken to monitor, control,
and report such exposures. Review significant findings prepared by
the independent auditors and the internal auditing department
together with management's responses.

4. Review with financial management and the independent auditors the
Company's quarterly financial results prior to the release of
earnings and/or the Company's quarterly financial statements prior
to filing or distribution. Discuss any significant changes to the
Company's accounting principles and any items required to be
communicated by the independent auditors in accordance with
Statement on Auditing Standards ("SAS") 61, as may be modified or
supplemented (see item 11). [Item 306(a)(2) of Regulation S-K] The
Chair of the Committee may represent the entire Audit Committee for
purposes of this review.

Independent Auditors

5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence, performance and effectiveness of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any discharge of
auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to
the independent auditors.

7. Consider results of the independent accountant's last peer review,
litigation status, and disciplinary actions, if any.

8. On a periodic basis, the Committee will ensure a formal statement
delineating all relationships between the auditors and the Company
is received as required by Independence Standards Board ("ISB")
Standard No. 1, as may be modified or supplemented, and will review
and actively engage in a dialogue with the independent auditors with
respect to any disclosed relationships or services they have with
the Company that could impact the objectivity and independence of
the independent auditors. The Audit Committee shall be responsible
for recommending that the Board of Directors take appropriate action
in response to the indepent auditors' report to satisfy itself of
the indepent auditors' independence. [Item 306(a)(3) of Regulation
S-K]

9. Review the independent auditors' audit plan - discuss scope,
staffing, locations, reliance upon management, and internal audit
and general audit approach.

10. Meet with the independent auditors and financial management of the
Company to review the scope of the proposed external audit for the
current year. The external audit scope shall include a requirement
that the independent auditors inform the Audit Committee of any
significant changes in the independent accountant's original audit
plan and that the outside accountants conduct a SAS 71 Interim
Financial Review prior to the Company's filing of each quarterly
report to shareholders (Form 10-Q).

11. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters
required to be communicated to audit committees in accordance with
AICPA SAS 61.

12. Consider the independent auditors' judgments about the quality,
appropriateness and accuracy of the Company's accounting principles
as applied in its financial reporting.

13. Review with the senior internal audit executive and the independent
auditors the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts, and the effective use of
audit resources.

14. Review with management and the independent auditors at the
completion of the annual examination:

a. Any related significant findings and recommendations of the
independent auditors and internal audits together with
management's responses thereto.

b. Any significant changes required in the independent auditors'
audit plan, any serious difficulties or disputes with
management encountered during the course of the audit and
their resolution, and other matters related to the conduct of
the audit which are to be communicated to the committees under
generally accepted auditing standards.

Internal Audit Department and Legal Compliance

15. Review the budget, plan, changes in plan, activities, organizational
structure, and qualifications of the internal audit department, as
needed.

16. Review the appointment, performance, and replacement of the senior
internal audit executive.

17. Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.

18. On at least an annual basis, review with the Company's counsel any
legal or regulatory matters that could have a significant impact on
the organization's financial statements, the Company's compliance
with applicable laws and regulations, and inquiries received from
regulators or governmental agencies.

19. Inquire of management, the senior internal audit executive, and the
independent auditors about significant risks or exposures that exist
and assess the steps management has taken to minimize such risks and
exposures to the companies.

20. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets
and consider the results of any review of this area by Internal
Audits.

Other Audit Committee Responsibilities

21. Annually prepare a report to shareholders as required by the SEC.
The report should be included in the Company's annual proxy
statement. [Item 306 of Regulation S-K and Item 7(e)(3) of Schedule
14A]. Such report shall state whether, based on the review required
by the SEC, the Audit Committee recommended to the Board that the
financial statements be included in annual reports filed with the
SEC for the respective fiscal year. [Item 306(a)(4) of Regulation
S-K]

22. The Audit Committee shall provide the NYSE with a written
affirmation in accordance with Section 303.02 of the NYSE's listing
standards with respect to any changes to the composition of the
Audit Committee, and otherwise on an annual basis.

23. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.

24. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

Other Optional Charter Disclosures

25. Establish, review, and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this
Code.

26. Periodically perform self-assessment of Audit Committee performance.

27. Review financial and accounting personnel succession planning within
the Company.

28. Annually review policies and procedures as well as audit results
associated with directors and officers' expense accounts and
perquisites. Annually review a summary of directors and officers'
related party transactions and potential conflicts of interest.

- --------------------------------------------------------------------------------
REVOCABLE PROXY
AMERICA FIRST MORTGAGE INVESTMENTS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERICA FIRST
MORTGAGE INVESTMENTS, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON THURSDAY, MAY 24, 2001 AND AT ANY ADJOURNMENT THEREOF.

The undersigned hereby authorizes the Board of Directors of America First
Mortgage Investments, Inc. (the "Company"), or any successors in their
respective positions, as proxy, with full powers of substitution, to represent
the undersigned at the Annual Meeting of Stockholders of the Company to be held
at the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska on Thursday, May
24, 2001, at 10:00 a.m., Central Daylight Time, and at any adjournment of said
meeting, and thereat to act with respect to all votes that the undersigned would
be entitled to cast, if then personally present, in accordance with the
instructions below and on the reverse hereof.

1. ELECTION OF DIRECTORS.

|_| FOR the nominees listed below for the term to expire in 2004
(except as marked to the contrary below)

|_| WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Stewart Zimmerman Alan L. Gosule W. David Scott

(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark "FOR" but cross out such nominee's name.)

2. AUDITORS. Ratification of the appointment of PricewaterhouseCoopers
LLP as independent auditors for fiscal 2001.

|_| FOR |_| AGAINST |_| ABSTAIN

3. AMEND 1997 STOCK OPTION PLAN. Adoption of the amendment to the
Company's 1997 Stock Option Plan.

|_| FOR |_| AGAINST |_| ABSTAIN

4. ISSUANCE OF ADDITIONAL SHARES. Approval of the issuance of up to
20,000,000 additional shares of the Company's common stock or securities
convertible into or exercisable for such number of shares of common stock, from
time to time, in one or more private placements.

|_| FOR |_| AGAINST |_| ABSTAIN

5. To vote, in its discretion, upon any other business that may properly
come before the Annual Meeting or any adjournment thereof. Management is not
aware of any other matters which should come before the Annual Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR DIRECTORS, FOR THE
RATIFICATION OF THE APPOINTMENT OF AUDITORS AND FOR THE AMENDMENT TO THE STOCK
OPTION PLAN.

(continued and to be signed on the reverse hereof).
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
This proxy is revocable and the undersigned may revoke it at any time
prior to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting, or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for May 24, 2001 and the Proxy Statement for the Annual Meeting
prior to the signing of this proxy.

Dated: ________________________________, 2001.

________________________________________________________
(Signature)

________________________________________________________
(Signature if held jointly)

Please sign exactly as name appears on this proxy. When
shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If a corporation,
please sign in full corporate name by authorized
officer. If a partnership, please sign in partnership
name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------