AMERICA FIRST MORTGAGE INVESTMENTS, INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

AMERICA FIRST MORTGAGE INVESTMENTS, INC., a
Maryland corporation, having its principal office in
Baltimore, Maryland (which is hereinafter called the
"Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland
that:

FIRST: The Charter of the Corporation is hereby
amended and restated to read in its entirety as
follows:


AMERICA FIRST MORTGAGE INVESTMENTS, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION


FIRST: THE UNDERSIGNED, Billie J. Swoboda, whose
address is 32 South Street, Baltimore, Maryland 21202,
being at least eighteen years of age, acting as
incorporator, does hereby form a corporation under the
general laws of the State of Maryland.

SECOND: The name of the corporation (which is
hereinafter called the "Corporation") is:

America First Mortgage Investments, Inc.

THIRD: (a) The purposes for which, and any of
which, the Corporation is formed and the business and
objects to be carried on and promoted by it are:

(1) To engage in the business of a REIT as
that phrase is defined in the Code, and to engage
in any lawful act or activity for which
corporations may be organized under the Maryland
General Corporation Law; and

(2) To engage in any one or more businesses
or transactions, or to acquire all or any portion
of any entity engaged in any one or more
businesses or transactions, which the Board of
Directors may from time to time authorize or
approve, whether or not related to the business
described elsewhere in this Article or to any
other business at the time or theretofore engaged
in by the Corporation.


(b) The foregoing enumerated purposes and objects
shall be in no way limited or restricted by reference
to, or inference from, the terms of any other clause of
this or any other Article of the Charter of the
Corporation, and each shall be regarded as independent;
and they are intended to be and shall be construed as
powers as well as purposes and objects of the
Corporation and shall be in addition to and not in
limitation of the general powers of corporations under
the general laws of the State of Maryland.

FOURTH: The present address of the principal
office of the Corporation in this State of Maryland is
32 South Street, Baltimore, Maryland 21202.

FIFTH: The name and address of the resident agent
of the Corporation in this State are: The Corporation
Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202. Said resident agent is a Maryland
corporation.

SIXTH: (a) The total number of shares of stock of
all classes which the Corporation has authority to
issue is 500,000,000 shares of capital stock (par value
$.01 per share), amounting in aggregate par value to
$5,000,000, of which shares 375,000,000 are initially
classified as "Common Stock," and 125,000,000 are
initially classified as "Excess Stock." Subject to
Article NINTH, the Board of Directors may classify and
reclassify any unissued shares of capital stock by
setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of
such shares of capital stock.

(b) Subject to Article NINTH, the following is a
description of the preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption of the Common Stock of the Corporation:

(1) Each share of Common Stock shall have
one vote and, except as otherwise provided in
respect of any class of stock hereafter classified
or reclassified, the exclusive voting power for
all purposes shall be vested in the holders of the
Common Stock. Shares of Common Stock shall not
have cumulative voting rights;

(2) Subject to the provisions of law and any
preferences of any class of stock hereafter
classified or reclassified, dividends or other
distributions, including dividends or other
distributions payable in shares of another class
of the Corporation's stock, may be paid ratably on
the Common Stock at such time and in such amounts
as the Board of Directors may deem advisable;

(3) In the event of any liquidation,
dissolution or winding up of the Corporation,
whether voluntary or involuntary, the holders of
the Common Stock shall be entitled, together with
the holders of Excess Stock and any other class of
stock hereafter classified or reclassified not
having a preference on distributions in the
liquidation, dissolution or winding up of the
Corporation, to share ratably in the net assets of

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the Corporation remaining, after payment or
provision for payment of the debts and other
liabilities of the Corporation and the amount to
which the holders of any class of stock hereafter
classified or reclassified having a preference on
distributions in the liquidation, dissolution or
winding up of the Corporation shall be entitled;
and

(4) Each share of Common Stock is
convertible into Excess Stock as provided in
Article NINTH.

(c) A description of the preferences, conversion
and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms
and conditions of redemption of the Excess Stock of the
Corporation is set forth in Article NINTH.

(d) Subject to the foregoing, the power of the
Board of Directors to classify and reclassify any of
the shares of capital stock shall include, without
limitation, subject to the provisions of the Charter,
authority to classify or reclassify any unissued shares
of such stock into a class or classes of preferred
stock, preference stock, special stock or other stock,
and to divide and classify shares of any class into one
or more series of such class, by determining, fixing or
altering one or more of the following:

(1) The distinctive designation of such
class or series and the number of shares to
constitute such class or series; provided, that,
unless otherwise prohibited by the terms of such
or any other class or series, the number of shares
of any class or series may be decreased by the
Board of Directors in connection with any
classification or reclassification of unissued
shares and the number of shares of such class or
series may be increased by the Board of Directors
in connection with any such classification or
reclassification, and any shares of any class or
series which have been redeemed, purchased,
otherwise acquired or converted into shares of
Common Stock or any other class or series shall
become part of the authorized capital stock and be
subject to classification and reclassification as
provided in this subparagraph;

(2) Whether or not shares of such class or
series shall have dividend rights and, if so, the
rates, amounts and times at which, and the
conditions under which, dividends shall be payable
on shares of such class or series, whether any
such dividends shall rank senior or junior to or
on a parity with the dividends payable on any
other class or series of stock, and the status of
any such dividends as cumulative, cumulative to a
limited extent or non-cumulative and as
participating or non-participating;

(3) Whether or not shares of such class or
series shall have voting rights, in addition to
any voting rights provided by law and, if so, the
terms of such voting rights; provided, that there
shall be no increase in the number of directors
except as set forth in paragraph (a) of Article
SEVENTH;

(4) Whether or not shares of such class or
series shall have conversion or exchange
privileges and, if so, the terms and conditions
thereof, including provision for adjustment of the
conversion or exchange rate in such events or at
such times as the Board of Directors shall
determine;

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(5) Whether or not shares of such class or
series shall be subject to redemption and, if so,
the terms and conditions of such redemption,
including the date or dates upon or after which
they shall be redeemable and the amount per share
payable in case of redemption, which amount may
vary under different conditions and at different
redemption dates; and whether or not there shall
be any sinking fund or purchase account in respect
thereof, and if so, the terms thereof;

(6) The rights of the holders of shares of
such class or series upon the liquidation,
dissolution or winding up of the affairs of, or
upon any distribution of the assets of, the
Corporation, which rights may vary depending upon
whether such liquidation, dissolution or winding
up is voluntary or involuntary and, if voluntary,
may vary at different dates, and whether such
rights shall rank senior or junior to or on a
parity with such rights of any other class or
series of stock;

(7) Whether or not there shall be any
limitations applicable, while shares of such class
or series are outstanding, upon the payment of
dividends or making of distributions on, or the
acquisition of, or the use of moneys for purchase
or redemption of, any stock of the Corporation, or
upon any other action of the Corporation,
including action under this subparagraph, and, if
so, the terms and conditions thereof; and

(8) Any other preferences, rights,
restrictions, including restrictions on
transferability, and qualifications of shares of
such class or series, not inconsistent with law
and the Charter of the Corporation.

(e) For the purposes hereof and of any articles
supplementary to the Charter providing for the
classification or reclassification of any shares of
capital stock or of any other charter document of the
Corporation (unless otherwise provided in any such
articles or document), any class or series of stock of
the Corporation shall be deemed to rank:

(1) prior to another class or series either
as to dividends or upon liquidation, if the
holders of such class or series shall be entitled
to the receipt of dividends or of amounts
distributable on liquidation, dissolution or
winding up, as the case may be, in preference or
priority to holders of such other class or series;

(2) on a parity with another class or series
either as to dividends or upon liquidation,
whether or not the dividend rates, dividend
payment dates or redemption or liquidation price
per share thereof be different from those of such
others, if the holders of such class or series of
stock shall be entitled to receipt of dividends or
amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or
redemption or liquidation prices, without
preference or priority over the holders of such
other class or series; and

(3) junior to another class or series
either as to dividends or upon liquidation, if the

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rights of the holders of such class or series
shall be subject or subordinate to the rights of
the holders of such other class or series in
respect of the receipt of dividends or the amounts
distributable upon liquidation, dissolution or
winding up, as the case may be.

SEVENTH: (a) The business and affairs of the
Corporation shall be managed under the direction of the
Board of Directors. The number of directors of the
Corporation shall be seven, which number may be
increased or decreased by at least two-thirds of the
entire Board of Directors pursuant to the Bylaws of the
Corporation, but shall never be less than the minimum
number permitted by the general laws of the State of
Maryland now or hereafter in force. After the closing
of the Combination Transaction at least a majority of
the directors shall be Independent Directors.

(b) Subject to the rights of the holders of any
class of Preferred Stock then outstanding, newly
created directorships resulting from any increase in
the authorized number of directors or any vacancies on
the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from
office or other cause shall be filled by the required
vote of the stockholders or the directors then in
office. A director so chosen by the stockholders shall
hold office for the balance of the term then remaining.
A director so chosen by the remaining directors shall
hold office until the next annual meeting of
stockholders, at which time the stockholders shall
elect a director to hold office for the balance of the
term then remaining. No decrease in the number of
directors constituting the Board of Directors shall
affect the tenure of office of any director.

(c) Whenever the holders of any one or more
series of Preferred Stock of the Corporation shall have
the right, voting separately as a class, to elect one
or more directors of the Corporation, the Board of
Directors shall consist of said directors so elected in
addition to the number of directors fixed as provided
in paragraph (a) of this Article SEVENTH or in the Byl-
aws. Notwithstanding the foregoing, and except as
otherwise may be required by law, whenever the holders
of any one or more series of Preferred Stock of the
Corporation shall have the right, voting separately as
a class, to elect one or more directors of the
Corporation, the terms of the director or directors
elected by such holders shall expire at the next
succeeding annual meeting of stockholders.

(d) Subject to the rights of the holders of any
class separately entitled to elect one or more
directors, any director, or the entire Board of
Directors, may be removed from office at any time, but
only for cause and then only by the affirmative vote of
the holders of at least 80% of the combined voting
power of all classes of shares of capital stock
entitled to vote in the election for directors voting
together as a single class.

(e) The directors shall be divided into three
classes as follows:

(a) The term of office of
Class I shall be until the 1999
annual meeting of stockholders and
until their successors shall be
elected and have qualified and
thereafter shall be for three years
and until their successors shall be
elected and have qualified;

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(b) the term of office of
Class II shall be until the 2000
annual meeting of stockholders and
until their successors shall be
elected and have qualified and
thereafter shall be for three years
and until their successors shall be
elected and have qualified; and

(c) the term of office of
Class III shall be until the 2001
annual meeting of stockholders and
until their successors shall be
elected and have qualified and
thereafter shall be for three years
and until their successors shall be
elected and have qualified.

(f) The names of the individuals who will serve
as directors of the Corporation until their successors
are elected and qualify are as follows:

(d) The following persons
shall serve as Class I directors:

Michael B. Yanney
Gregor Medinger

(e) The following persons
shall serve as Class II directors:

George H. Krauss
Michael L. Dahir

(f) The following persons
shall serve as Class III directors:

George V. Janzen
Stewart Zimmerman
W. David Scott

If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as
to maintain or attain, if possible, the equality of the
number of directors in each class. If such equality is
not possible, the increase or decrease shall be
apportioned among the classes in such a way that the
difference in the number of directors in any two
classes shall not exceed one. Stockholder votes to
elect directors shall be conducted in the manner
provided in the Bylaws.

EIGHTH: (a) The following provisions are hereby
adopted for the purpose of defining, limiting and
regulating the powers of the Corporation and of the
directors and the stockholders:

(1) The Board of Directors is hereby
empowered to authorize the issuance from time to
time of shares of its stock of any class, whether

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now or hereafter authorized, or securities
convertible into shares of its stock of any class
or classes, whether now or hereafter authorized,
for such consideration as may be deemed advisable
by the Board of Directors and without any action
by the stockholders.

(2) No holder of any stock or any other
securities of the Corporation, whether now or
hereafter authorized, shall have any preemptive
right to subscribe for or purchase any stock or
any other securities of the Corporation other than
such, if any, as the Board of Directors, in its
sole discretion, may determine and at such price
or prices and upon such other terms as the Board
of Directors, in its sole discretion, may fix; and
any stock or other securities which the Board of
Directors may determine to offer for subscription
may, as the Board of Directors in its sole
discretion shall determine, be offered to the
holders of any class, series or type of stock or
other securities at the time outstanding to the
exclusion of the holders of any or all other
classes, series or types of stock or other
securities at the time outstanding.

(3) The Board of Directors of the
Corporation shall, consistent with applicable law,
have power in its sole discretion to determine
from time to time in accordance with sound
accounting practice or other reasonable valuation
methods what constitutes annual or other net
profits, earnings, surplus or net assets in excess
of capital; to fix and vary from time to time the
amount to be reserved as working capital, or
determine that retained earnings or surplus shall
remain in the hands of the Corporation; to set
apart out of any funds of the Corporation such
reserve or reserves in such amount or amounts and
for such proper purpose or purposes as it shall
determine and to abolish any such reserve or any
part thereof; to redeem or purchase its stock or
to distribute and pay distributions or dividends
in stock, cash or other securities or property,
out of surplus or any other funds or amounts
legally available therefor, at such times and to
the stockholders of record on such dates as it
may, from time to time, determine; to determine
the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any
reserves or charges and the propriety thereof
(whether or not any obligation or liability for
which such reserves or charges shall have been
created shall have been paid or discharged); to
determine the fair value and any matters relating
to the acquisition, holding and disposition of any
assets by the Corporation; and to determine
whether and to what extent and at what times and
places and under what conditions and regulations
the books, accounts and documents of the
Corporation, or any of them, shall be open to the
inspection of stockholders, except as otherwise
provided by statute or by the Bylaws, and, except
as so provided, no stockholder shall have any
right to inspect any book, account or document of
the Corporation unless authorized so to do by
resolution of the Board of Directors.

(4) The Board of Directors shall, in
connection with the exercise of its business
judgment involving a Business Combination (as
defined in Section 3-601 of the Maryland General
Corporation Law) or any actual or proposed
transaction which would or may involve a change in
control of the Corporation (whether by purchases
of shares of stock or any other securities of the
Corporation, in the open market or otherwise,
tender offer, merger, consolidation, dissolution,
liquidation, sale of all or substantially all of

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the assets of the Corporation, proxy solicitation
or otherwise), in determining what is in the best
interests of the Corporation and its stockholders
and in making any recommendation to its
stockholders, give due consideration to all
relevant factors, including, but not limited to
(A) the economic effect, both immediate and long-
term, upon the Corporation's stockholders,
including stockholders, if any, who do not
participate in the transaction; (B) the social and
economic effect on the employees, customers of,
and others dealing with, the Corporation and its
subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are
located; (C) whether the proposal is acceptable
based on the historical and current operating
results or financial condition of the Corporation;
(D) whether a more favorable price could be
obtained for the Corporation's stock or other
securities in the future; (E) the reputation and
business practices of the offeror and its
management and affiliates as they would affect the
employees of the Corporation and its subsidiaries;
(F) the future value of the stock or any other
securities of the Corporation; (G) any antitrust
or other legal and regulatory issues that are
raised by the proposal; and (H) the business and
financial condition and earnings prospects of the
acquiring person or entity, including, but not
limited to, debt service and other existing
financial obligations, financial obligations to be
incurred in connection with the acquisition, and
other likely financial obligations of the
acquiring person or entity. If the Board of
Directors determines that any proposed Business
Combination (as defined in Section 3-601 of the
Maryland General Corporation Law) or actual or
proposed transaction which would or may involve a
change in control of the Corporation should be
rejected, it may take any lawful action to defeat
such transaction, including, but not limited to,
any or all of the following: advising stockholders
not to accept the proposal; instituting litigation
against the party making the proposal; filing
complaints with governmental and regulatory
authorities; acquiring the stock or any of the
securities of the Corporation; selling or
otherwise issuing authorized but unissued stock,
other securities or granting options or rights
with respect thereto; acquiring a company to
create an antitrust or other regulatory problem
for the party making the proposal; and obtaining a
more favorable offer from another individual or
entity.

(5) The Corporation may provide any
indemnification permitted by the general laws of
Maryland and shall indemnify current and former
directors, officers, agents and employees as
follows: (A) the Corporation shall indemnify its
directors and officers, whether serving the
Corporation or, at its request, any other entity,
to the full extent required or permitted by the
general laws of the State of Maryland now or
hereafter in force, including the advance of
expenses under the procedures and to the full
extent permitted by law and (B) the Corporation
shall indemnify other employees and agents,
whether serving the Corporation or at its request
any other entity, to such extent as shall be
authorized by the Board of Directors or the
Corporation's Bylaws and be permitted by law. The
foregoing rights of indemnification shall not be
exclusive of any other rights to which those
seeking indemnification may be entitled. The
Board of Directors may take such action as is
necessary to carry out these indemnification
provisions and is expressly empowered to adopt,
approve and amend from time to time such bylaws,
resolutions or contracts implementing such
provisions or such further indemnification
arrangements as may be permitted by law. No
amendment of the Charter of the Corporation or
repeal of any of its provisions shall limit or
eliminate the right to indemnification provided
hereunder with respect to acts or omissions

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occurring prior to such amendment or repeal or
shall limit or eliminate the rights granted under
indemnification agreements entered into by the
Corporation and its directors, officers, agents
and employees.

(6) To the fullest extent permitted by
Maryland statutory or decisional law, as amended
or interpreted, no current and former director or
officer of the Corporation shall be personally
liable to the Corporation or its stockholders for
money damages. No amendment of the Charter of the
Corporation or repeal of any of its provisions
shall limit or eliminate the benefits provided to
directors and officers under this provision with
respect to any act or omission which occurred
prior to such amendment or repeal.

(7) For any stockholder proposal to be
presented in connection with an annual meeting of
stockholders of the Corporation, including any
proposal relating to the nomination of a director
to be elected to the Board of Directors of the
Corporation, the stockholders must have given
timely notice thereof in writing to the Secretary
of the Corporation in the manner and containing
the information required by the Bylaws.
Stockholder proposals to be presented in
connection with a special meeting of stockholders
will be presented by the Corporation only to the
extent required by Section 2-502 of the Maryland
General Corporation Law.

(8) Notwithstanding any provision of law
requiring the authorization of any action by a
greater proportion than a majority of the total
number of shares of all classes of capital stock
or of the total number of shares of any class of
capital stock, such action shall be valid and
effective if authorized by the affirmative vote of
the holders of a majority of the total number of
shares of all classes outstanding and entitled to
vote thereon, except as otherwise provided in the
Charter.

(b) The Corporation reserves the right from time
to time to amend, alter, change or repeal any provision
contained in the Charter, including any amendments
changing the terms or contract rights, as expressly set
forth in the Charter, of any of its outstanding stock
by classification, reclassification or otherwise, by a
majority of the directors' adopting a resolution
setting forth the proposed change, declaring its
advisability, and either calling a special meeting of
the stockholders entitled to vote on the proposed
change, or directing the proposed change to be
considered at the next annual stockholders meeting.
Unless otherwise provided herein, the proposed change
will be effective only if it is adopted upon the
affirmative vote of the holders of not less than a
majority of the aggregate votes entitled to be cast
thereon (considered for this purpose as a single
class); provided, however, that any amendment to,
repeal of or adoption of any provision inconsistent
with Article SEVENTH or subparagraphs (a)(4), (a)(5),
(a)(6) or (a)(7) or this paragraph (b) of this Article
EIGHTH will be effective only if it is adopted upon the
affirmative vote of not less than 80% of the aggregate
votes entitled to be cast thereon (considered for this
purpose as a single class), and any amendment of the
definition of "America First Group" in Article ELEVENTH
will be effective only if it is adopted upon the
affirmative vote of not less than a majority of votes
entitled to be cast thereon by members of the America
First Group.

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(c) In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, alter or repeal the
Bylaws of the Corporation.

(d) The enumeration and definition of particular
powers of the Board of Directors included in the
foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other
clause of this or any other Article of the Charter of
the Corporation, or construed as or deemed by inference
or otherwise in any manner to exclude or limit any
powers conferred upon the Board of Directors under the
general laws of the State of Maryland now or hereafter
in force.

NINTH: (a) (1) Except as provided in paragraph (h)
of this Article NINTH, from the date of the closing of
the Combination Transaction and prior to the
Restriction Termination Date, no Person shall
Beneficially Own or Constructively Own shares of the
outstanding Equity Stock in excess of the Ownership
Limit; (2) except as provided in paragraph (h) of this
Article NINTH, from the date of the closing of the
Combination Transaction and prior to the Restriction
Termination Date, any Transfer or other event that, if
effective, would result in any Person Beneficially
Owning or Constructively Owning Equity Stock in excess
of the Ownership Limit shall be void ab initio as to
that number of shares of Equity Stock which would be
otherwise Beneficially or Constructively Owned by such
Person in excess of the Ownership Limit, and the
intended transferee or the holder, as the case may be,
shall acquire no rights in such excess shares of Equity
Stock; (3) except as provided in paragraph (h) of this
Article NINTH, from the date of the closing of the
Combination Transaction and prior to the Restriction
Termination Date, any Transfer or other event that, if
effective, would result in the Equity Stock's being
Beneficially Owned by fewer than 100 Persons
(determined without reference to any rules of
attribution) shall be void ab initio as to that number
of shares of Equity Stock which would be otherwise
Beneficially or Constructively Owned by the transferee
or holder, and the intended transferee or the holder,
as the case may be, shall acquire no rights in such
excess shares of Equity Stock; and (4) from the date of
the closing of the Combination Transaction and prior to
the Restriction Termination Date, any Transfer of
shares of Equity Stock or other event that, if
effective, would result in the Corporation's being
"closely held" within the meaning of Section 856(h) of
the Code shall be void ab initio as to that number of
shares of Equity Stock which would cause the
Corporation to be "closely held" within the meaning of
Section 856(h) of the Code, and the intended transferee
or the holder, as the case may be, shall acquire no
rights in such excess shares of Equity Stock.

(b) (1) If, notwithstanding the other provisions
contained in this Article NINTH, at any time after the
date of the closing of the Combination Transaction and
prior to the Restriction Termination Date, there is a
purported Transfer or other event such that any Person
would either Beneficially Own or Constructively Own
Equity Stock in excess of the Ownership Limit, then,
except as otherwise provided in paragraph (h) of this
Article NINTH, such shares of Equity Stock in excess of
the Ownership Limit (rounded up to the nearest whole
share) shall be automatically converted into an equal

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number of shares of Excess Stock (such conversion shall
be effective as of the close of business on the
Business Day prior to the date of the Transfer or other
event); and (2) if, notwithstanding the other
provisions contained in this Article NINTH (but subject
to paragraph (m) of this Article NINTH), at any time
after the date of the closing of the Combination
Transaction and prior to the Restriction Termination
Date, there is a purported Transfer or other event
which, if effective, would cause the Corporation to
become "closely held" within the meaning of Section
856(h) of the Code, then the shares of Equity Stock
being Transferred or which are otherwise affected by
the other event and which, in either case, would cause
the Corporation to be "closely held" within the meaning
of Section 856(h) of the Code (rounded up to the
nearest whole share) shall be automatically converted
into an equal number of shares of Excess Stock (such
conversion shall be effective as of the close of
business on the Business Day prior to the date of the
Transfer, change in capital structure or other event).

(c) If the Board of Directors or its designees at
any time determines in good faith that a Transfer or
other event has taken place in violation of paragraph
(a) of this Article NINTH or that a Person intends to
acquire or has attempted to acquire Beneficial
Ownership or Constructive Ownership of any shares of
Equity Stock in violation of paragraph (a) of this
Article NINTH, the Board of Directors or its designees
shall take such action as it or they deem advisable to
refuse to give effect to or to prevent such Transfer or
other event, including, but not limited to, refusing to
give effect to such Transfer or other event on the
books of the Corporation or instituting proceedings to
enjoin such Transfer or other event; provided, however,
that any Transfer or other event or any attempted
Transfer or other event in violation of paragraph (a)
of this Article NINTH shall be void ab initio and
automatically result in the conversion described in
paragraph (b) of this Article NINTH, irrespective of
any action (or non-action) by the Board of Directors or
its designees.

(d) Any Person who acquires or attempts or
intends to acquire shares of Equity Stock in violation
of paragraph (a) of this Article NINTH, or any Person
who is a transferee or holder such that Excess Stock
results under paragraph (b) of this Article NINTH,
shall immediately give written notice to the
Corporation of such event and shall provide to the
Corporation such other information as the Corporation
may request, in good faith, in order to determine the
effect, if any, of such Transfer or other event or such
attempted Transfer or other event on the Corporation's
status as a REIT.

(e) From the date of the closing of the
Combination Transaction and prior to the Restriction
Termination Date: (1) every Beneficial Owner or
Constructive Owner of 5% or more (or such other
percentage at the time prescribed by the Code or the
regulations promulgated thereunder) of the outstanding
Equity Stock of the Corporation shall, within 30 days
after January 1 of each year, give written notice to
the Corporation stating the name and address of such
Beneficial Owner or Constructive Owner, the number of
shares of Equity Stock Beneficially Owned or
Constructively Owned and a description of the manner in
which such shares are held and shall provide to the
Corporation such additional information as the
Corporation may request in order to determine the
effect, if any, of such Beneficial Ownership on the
Corporation's status as a REIT and to ensure compliance
with the Ownership Limit; and (2) each Person who is a
Beneficial Owner or Constructive Owner of Equity Stock
and each Person (including the stockholder of record)
who is holding Equity Stock for a Beneficial Owner or
Constructive Owner shall provide to the Corporation
such information as the Corporation may request, in
good faith, in order to determine the Corporation's
status as a REIT and to ensure compliance with the
Ownership Limit.

11


(f) Nothing contained in this Article NINTH (but
subject to paragraph (m) of this Article NINTH) shall
limit the authority of the Board of Directors to take
such other action as it deems necessary or advisable to
protect the Corporation and the interests of its
stockholders by preservation of the Corporation's
status as a REIT and to ensure compliance with the
Ownership Limit.

(g) In the case of an ambiguity in the
application of any of the provisions of this Article
NINTH or any definition contained in Article ELEVENTH,
the Board of Directors shall have the power to
determine the application of the provisions of this
Article NINTH or any definition contained in Article
ELEVENTH with respect to any situation based on the
facts known to it. In the event this Article NINTH
requires any action by the Board of Directors and the
Charter fails to provide specific guidance with respect
to such action, the Board of Directors shall have the
power to determine the action to be taken so long as
such action is not contrary to the provisions of this
Article NINTH or any definition contained in Article
ELEVENTH.

(h) The Board of Directors, upon receipt of a
ruling from the Internal Revenue Service or an opinion
of counsel or other evidence satisfactory to the Board
of Directors and upon such other conditions as the
Board of Directors may direct, in each case to the
effect that the restrictions contained in subparagraph
(a)(3) and/or subparagraph (a)(4) of this Article NINTH
will not be violated, may exempt a Person from the
Ownership Limit if (1) such Person is not an individual
for purposes of Section 542(a)(2) of the Code or is an
underwriter which participates in an offering of the
Equity Stock for a period of 90 days following the
purchase by such underwriter of the Equity Stock;
(2) the Board of Directors obtains such representations
and undertakings from such Person as are reasonably
necessary to ascertain that no individual's Beneficial
or Constructive Ownership of Equity Stock will violate
the Ownership Limit; and (3) such Person agrees that
any violation or attempted violation will result in
such Equity Stock being converted into Excess Stock in
accordance with paragraph (b) of this Article NINTH;
provided, however, this exemption shall be available
only if the intended transferee has given written
notice to the Board of Directors of the proposed
transfer no later than the fifteenth day prior to such
transfer that, if consummated, would result in the
intended transferee's owning shares of Equity Stock in
excess of the Ownership Limit.

(i) Each certificate for Equity Stock shall bear
the following legend:

The securities represented by this
certificate are subject to
restrictions on Beneficial and
Constructive Ownership and Transfer
for the purpose of the
Corporation's maintenance of its
status as a Real Estate Investment
Trust under the Internal Revenue
Code of 1986, as amended (the
"Code"). Except as otherwise
provided in the Charter of the
Corporation, (1) no Person may
Beneficially Own or Constructively
Own shares of Equity Stock in

12


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

(j) (1) Upon any purported Transfer or other
event that results in Excess Stock pursuant to
paragraph (b) of this Article NINTH, such Excess
Stock shall be deemed to have been transferred to
the Trustee as trustee of a Trust for the
exclusive benefit of one or more Charitable
Beneficiaries. Such transfer to the Trustee shall
be deemed to be effective as of the close of
business on the Business Day prior to the
purported Transfer or other event that results in
Equity Stock being converted into Excess Stock.
The Trustee shall be appointed by the Corporation
and shall be a Person unaffiliated with the
Corporation and any Prohibited Owner. Each
Charitable Beneficiary shall be designated by the
Corporation as provided in subparagraph (j)(6) of
this Article NINTH.

(2) Shares of Excess Stock so held in trust
shall be issued and outstanding stock of the
Corporation. The Prohibited Owner shall have no
rights in the Excess Stock held by the Trustee
except as set forth in paragraph (j) of this
Article NINTH. The Prohibited Owner shall not
benefit economically from ownership of any Excess
Stock held in trust by the Trustee, shall have no
rights to dividends and shall not possess any
rights to vote or other rights attributable to the
shares held in the Trust.

(3) The Trustee shall have all voting rights
and rights to dividends or other distributions
with respect to shares of Excess Stock held in the
Trust, which rights shall be exercised for the
exclusive benefit of the Charitable Beneficiary.
Any dividend or other distribution paid prior to

13

the discovery by the Corporation that the shares
of Equity Stock have been converted into Excess
Stock shall be paid with respect to such shares of
Excess Stock to the Trustee upon demand and any
dividend or other distribution authorized but
unpaid shall be paid when due to the Trustee. Any
dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable
Beneficiary. The Prohibited Owner shall have no
voting rights with respect to shares of Excess
Stock held in the Trust and, subject to Maryland
law, effective as of the date that the shares of
Equity Stock have been converted into Excess Stock
and transferred to the Trustee, the Trustee shall
have the authority (at the Trustee's sole
discretion) (i) to rescind as void any vote cast
by a Prohibited Owner prior to the discovery by
the Corporation that the shares of Equity Stock
have been converted into Excess Stock and (ii) to
recast such vote in accordance with the desires of
the Trustee acting for the benefit of the
Charitable Beneficiary. Notwithstanding the
provisions of this Article EIGHTH, until the
Corporation has received notification that shares
of Equity Stock have been converted into Excess
Stock and transferred into a Trust, the
Corporation shall be entitled to rely on its share
transfer and other stockholder records for
purposes of preparing lists of stockholders
entitled to vote at meetings, determining the
validity and authority of proxies and otherwise
conducting votes of stockholders.

(4) Within 20 days of receiving notice from
the Corporation that Excess Stock has been
transferred to the Trust, the Trustee of the Trust
shall sell the shares held in the Trust to a
Person, designated by the Trustee, whose ownership
of the shares will not violate the ownership
limitations set forth in this Article NINTH and
who upon purchase of the shares will receive
shares of the class or series which was converted
into Excess Stock. Upon such sale, the interest
of the Charitable Beneficiary in the shares sold
shall terminate and the Trustee shall distribute
the net proceeds of the sale to the Prohibited
Owner and to the Charitable Beneficiary as
provided in this subparagraph (j)(4) of this
Article NINTH. The Prohibited Owner shall receive
the lesser of (1) the price paid by the Prohibited
Owner for the Excess Stock or, if the Prohibited
Owner did not give value for the Excess Stock in
connection with the event causing the Excess Stock
to be held in the Trust (e.g., in the case of a
gift, devise or other such transaction), the
Market Price of the Excess Stock on the day of the
event causing the Excess Stock to be held in the
Trust and (2) the price per share of Excess Stock
received by the Trustee from the sale or other
disposition of the Excess Stock held in the Trust.
Any net sales proceeds in excess of the amount
payable to the Prohibited Owner shall be
immediately paid to the Charitable Beneficiary.
If, prior to the discovery by the Corporation that
Excess Stock has been transferred to the Trustee,
such Excess Stock is sold by a Prohibited Owner,
then (i) such shares shall be deemed to have been
sold on behalf of the Trust and (ii) to the extent
that the Prohibited Owner received an amount for
such Excess Stock that exceeds the amount that
such Prohibited Owner was entitled to receive
pursuant to this subparagraph (j)(4) of this
Article NINTH, such excess shall be paid to the
Trustee upon demand. In the event of any
voluntary or involuntary liquidation, dissolution
or winding up of, or any distribution of assets
of, the Corporation prior to the sale of the
Excess Stock by the Trustee as set forth in this
subparagraph (j)(4) of this Article NINTH, the
Prohibited Owner shall receive the lesser of (1)
the price paid by the Prohibited Owner for the
Excess Stock or, if the Prohibited Owner did not
give value for the Excess Stock in connection with
the event causing the Excess Stock to be held in
the Trust (e.g., in the case of a gift, devise or
other such transaction), the Market Price of the
Excess Stock on the day of the event causing the
Excess Stock to be held in the Trust and (2) the
amount of assets received in respect of the Excess

14

Stock in any liquidation, dissolution or winding
up of, or any distribution of the assets of, the
Corporation. Any net sales proceeds or assets
received in excess of the amount payable to the
Prohibited Owner shall be immediately paid to the
Charitable Beneficiary.

(5) Excess Stock transferred to the Trustee
shall be deemed to have been offered for sale to
the Corporation, or its designee, at a price per
share equal to the lesser of (i) the price per
share in the transaction that resulted in such
transfer to the Trust (or, in the case of a gift,
devise or other such transaction, the Market Price
at the time of such gift, devise or other such
transaction) and (ii) the Market Price on the date
the Corporation, or its designee, accepts such
offer. The Corporation shall have the right to
accept such offer until the Trustee has sold the
Excess Stock held in the Trust pursuant to
subparagraph (j)(4) of this Article NINTH. Upon
such sale to the Corporation, the interest of the
Charitable Beneficiary in the Excess Stock sold
shall terminate and the Trustee shall distribute
the net proceeds of the sale to the Prohibited
Owner.

(6) By written notice to the Trustee, the
Corporation shall designate one or more nonprofit
organizations to be the Charitable Beneficiary of
the interest in the Trust such that (i) the Excess
Stock held in the Trust would not violate the
restrictions set forth in subparagraph (a) of this
Article NINTH in the hands of such Charitable
Beneficiary and (ii) each such organization must
be described in Section 501(c)(3) of the Code and
contributions to each such organization must be
eligible for deduction under each of Sections
170(b)(1)(A), 2055 and 2522 of the Code.

(k) Nothing contained in this Article NINTH (but
subject to paragraph (m) of this Article NINTH) or in
any other provision of the Charter shall limit the
authority of the Board of Directors to take such other
action as it in its sole discretion deems necessary or
advisable to protect the Corporation and the interests
of the stockholders by maintaining the Corporation's
eligibility to be, and preserving the Corporation's
status as, a qualified REIT under the Code.

(l) If any of the foregoing restrictions on
transfer of Excess Stock are determined to be void,
invalid or unenforceable by any court of competent
jurisdiction, then the Prohibited Owner may be deemed,
at the option of the Corporation, to have acted as an
agent of the Corporation in acquiring such Excess Stock
and to hold such Excess Stock on behalf of the
Corporation.

(m) Nothing in this Article NINTH precludes the
settlement of transactions entered into through the
facilities of the New York Stock Exchange.
Notwithstanding the fact that such settlement occurs,
certain transactions may be settled by providing Excess
Stock as set forth in this Article NINTH.

TENTH: The duration of the Corporation shall be
perpetual.

ELEVENTH: The following terms shall have the
following meanings in the Charter:

"Beneficial Ownership" shall mean
ownership of Capital Stock by a Person,
whether the interest in the shares of Capital
Stock is held directly or indirectly
(including by a nominee), and shall include
interests that would be treated as owned

15

through the application of Section 544 of the
Code, as modified by Section 856(h)(1)(B) of
the Code. The terms "Beneficial Owner,"
"Beneficially Owns" and "Beneficially Owned"
shall have correlative meanings.

"Board of Directors" shall mean the
Board of Directors of the Corporation.

"Business Day" shall mean any day, other
than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking
institutions in New York City are authorized
or required by law, regulation or executive
order to close.

"Bylaws" shall mean the Bylaws of the
Corporation.

"Capital Stock" shall mean all classes
and series of stock which the Corporation
shall have authority to issue and shall
include stock that is Common Stock, Excess
Stock, Preferred Stock or other stock.

"Charitable Beneficiary" shall mean one
or more beneficiaries of the Trust as
determined pursuant to subparagraph (j)(6) of
Article NINTH; provided, however, that each
such organization must be described in
Section 501(c)(3) of the Code and
contributions to each such organization must
be eligible for deduction under each of
Sections 170(b)(1)(A), 2055 and 2522 of the
Code.

"Code" shall mean the Internal Revenue
Code of 1986, as amended from time to time.

"Combination Transaction" means the
proposed combination of the Corporation and
America First Participating/Preferred Equity
Mortgage Fund Limited Partnership, America
First Prep Fund 2 Limited Partnership and, if
applicable, America First Prep Fund 2 Pension
Series Limited Partnership.

"Constructive Ownership" shall mean
ownership of Capital Stock by a Person,
whether the interest in the shares of Capital
Stock is held directly or indirectly
(including by nominee), and shall include
interests that would be treated as owned
through the application of Section 318 of the
Code, as modified by Section 856(d)(5) of the
Code. The terms "Constructive Owner,"
"Constructively Owns" and "Constructively
Owned" shall have correlative meanings.

"Equity Stock" shall mean stock that is
either Common Stock or Preferred Stock.

"Independent Director" means a director
of the Corporation who is neither an employee
of the Corporation nor an employee or
director of America First Mortgage Advisory
Corporation, a Maryland corporation.

"Market Price" on any date shall mean
the average of the Closing Prices for each of
the five preceding Trading Days. The
"Closing Price" on any date shall mean the
last sale price, regular way, or, in case no

16


such sale takes place on such day, the
average of the closing bid and asked prices,
regular way, in either case as reported in
the principal consolidated transaction
reporting system with respect to securities
listed or admitted to trading on the New York
Stock Exchange or, if the Equity Stock is not
listed or admitted to trading on the New York
Stock Exchange, as reported in the principal
consolidated transaction reporting system
with respect to securities listed on the
principal national securities exchange on
which the Equity Stock is listed or admitted
to trading or, if the Equity Stock is not
listed or admitted to trading on any national
securities exchange, the last quoted price,
or if not so quoted, the average of the high
bid and low asked prices in the over-the-
counter market, as reported by the National
Association of Securities Dealers, Inc.
Automated Quotation System or, if such system
is no longer in use, the principal other
automated quotations system that may then be
in use or, if the Equity Stock is not quoted
by any such organization, the average of the
closing bid and asked prices as furnished by
a professional market maker making a market
in the Equity Stock selected by the Board of
Directors of the Corporation. "Trading Day"
shall mean a day on which the principal
national securities exchange on which the
Equity Stock is listed or admitted to trading
is open for the transaction of business or,
if the Equity Stock is not listed or admitted
to trading on any national securities
exchange, shall mean any day other than a
Saturday, a Sunday or a day on which banking
institutions in the State of New York are
authorized or obligated by law or executive
order to close.

"Ownership Limit" shall mean 9.8% (in
value or number) of the outstanding Capital
Stock of the Corporation.

"Person" shall mean an individual,
corporation, partnership, estate, trust
(including a trust qualified under Section
401(a) or 501(c)(17) of the Code), a portion
of a trust permanently set aside or to be
used exclusively for the purposes described
in Section 642(c) of the Code, association,
private foundation within the meaning of
Section 509(a) of the Code, joint stock
company or other entity and also includes a
group as that term is used for purposes of
Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended.

"Prohibited Owner" shall mean, with
respect to any purported Transfer or other
event, any Person who, but for the provisions
of subparagraph (j)(1) of Article NINTH,
would Beneficially Own or Constructively Own
shares of Excess Stock, and if appropriate in
the context, shall also mean any Person who
would have been the record owner of the
shares of Excess Stock that the Prohibited
Owner would have so owned.

"REIT" shall mean a Real Estate
Investment Trust under Section 856 of the
Code.

"Restriction Termination Date" shall
mean the first day after the date of the
closing of the Combination Transaction on
which the Board of Directors determines that
it is no longer in the best interests of the
Corporation to attempt to, or continue to,
qualify as a REIT.

17



"Transfer" shall mean any sale,
transfer, gift, hypothecation, pledge,
assignment, devise or other disposition of
Capital Stock (including (i) the granting of
any option or entering into any agreement for
the sale, transfer or other disposition of
Equity Stock or (ii) the sale, transfer,
assignment or other disposition of any
securities or rights convertible into or
exchangeable for Capital Stock), whether
voluntary or involuntary, whether of record,
constructively or beneficially and whether by
operation of law or otherwise.

"Trust" shall mean the trust created
pursuant to subparagraph (j)(1) of Article
NINTH.

"Trustee" shall mean the Person
unaffiliated with the Corporation and any
Prohibited Owner that is appointed by the
Corporation to serve as trustee of the Trust.

"Voting Stock" shall mean the
outstanding shares of Capital Stock of the
Corporation entitled to vote generally in the
election of directors.


TWELFTH: In the event any term, provision,
sentence or paragraph of the Charter of the Corporation
is declared by a court of competent jurisdiction to be
invalid or unenforceable, such term, provision,
sentence or paragraph shall be deemed severed from the
remainder of the Charter, and the balance of the
Charter shall remain in effect and be enforced to the
fullest extent permitted by law and shall be construed
to preserve the intent and purposes of the Charter.
Any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render
unenforceable such term, provision, sentence or
paragraph of the Charter in any other jurisdiction.

IN WITNESS WHEREOF, I have signed these Articles
of Incorporation, acknowledging the same to be my act,
on the 24th day of July, 1997.

/s/Billie J. Swoboda

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




SECOND: The foregoing amendment to the charter
of the Corporation does not increase the authorized
stock of the Corporation.

18


THIRD: The foregoing amendment to the charter
of the Corporation has been approved by the Board of
Directors. No stock entitled to be voted on the matter
was outstanding or subscribed for at the time of
approval by the Board of Directors.

IN WITNESS WHEREOF, AMERICA FIRST MORTGAGE
INVESTMENTS, INC. has caused these presents to be
signed in its name and on its behalf by its Chief
Executive Officer and President and witnessed by its
Secretary on April 8, 1998.

/s/ Stewart Zimmerman


Name: Stewart Zimmerman
Title: Chief Executive
Officer and
President
Witness:


/s/ William S. Gorin
- ---------------------
Name: William S. Gorin
Title: Secretary

THE UNDERSIGNED, Chief Executive Officer and
President of AMERICA FIRST MORTGAGE INVESTMENTS, INC.,
who executed on behalf of the corporation the foregoing
Articles of Amendment and Restatement of which this
certificate is made a part hereby acknowledges in the
name and on behalf of said corporation the foregoing
Articles of Amendment and Restatement to be the
corporate act of said corporation and hereby certifies
that to the best of his knowledge, information and
belief the matters and facts set forth therein with
respect to the authorization and approval thereof are
true in all material respects under the penalties of
perjury.

/s/ Stewart Zimmerman


Name: Stewart Zimmerman
Title: Chief Executive
Officer and
President




19