FORM OF AMENDED & RESTATED ARTICLES OF INC.

Exhibit 3.2


FORM OF

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

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liquidation, dissolution or winding up of the Corporation, to share ratably
in the net assets of 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


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adjustment of the conversion or exchange rate in such events or at such
times as the Board of Directors shall determine;

(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


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

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elected and have qualified and thereafter shall be for three years and
until their successors shall be elected and have qualified;

(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 L. Dahir
George V. Janzen

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

Gregor Medinger
W. David Scott

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

Michael B. Yanney
Stewart Zimmerman
George H. Krauss

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:


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(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 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,

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tender offer, merger, consolidation, dissolution, liquidation, sale of all
or substantially all of 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

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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 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

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vote of not less than a majority of votes entitled to be cast thereon by members
of the America First Group.


(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 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

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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

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good faith, in order to determine the Corporation's status as a REIT and to
ensure compliance with the Ownership Limit.

(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 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


12


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
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

13


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 Stock in any
liquidation, dissolution or winding up of, or any distribution of the
assets of, the Corporation. Any net sales

14


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

15



treated as owned 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.

16



"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 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.

17



"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.

"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.

18



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.

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 ________________, 1998.


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


Name:
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


19


respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.


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




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