United States securities and exchange commission logo





                              May 13, 2021

       Kenneth Rogozinski
       Chief Executive Officer
       America First Multifamily Investors, L.P.
       14301 FNB Parkway, Suite 211
       Omaha, NE 68154

                                                        Re: America First
Multifamily Investors, L.P.
                                                            Registration
Statement on Form S-4
                                                            Filed on April 23,
2021
                                                            File No. 333-255475

       Dear Mr. Rogozinski:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       General

   1.                                                   We note the disclosure
on the cover page that this prospectus relates to 9,450,000 of your
                                                        Series A-1 Preferred
Units, liquidation preference $10.00 per preferred unit (the "Series
                                                        A-1 Preferred Units")
that you may offer and issue in connection with future acquisitions,
                                                        exchanges, and
redemptions of other securities by you. We also note that you disclose
                                                        that from time to time
and on an individual basis, you intend to offer holders of your
                                                        outstanding Series A
Preferred Units newly issued Series A-1 Preferred Units in exchange
                                                        for their Series A
Preferred Units. Under "Plan of Distribution," at page 51, we also note
                                                        the disclosure that the
general purpose of this offering is to provide one or more holders of
                                                        your outstanding Series
A Preferred Units the opportunity to make a new investment in
                                                        the Partnership without
prompting a redemption of their current Series A Preferred Units
 Kenneth Rogozinski
America First Multifamily Investors, L.P.
May 13, 2021
Page 2
         in accordance with its terms. Please clarify if you anticipate this
registration statement
         being used for transactions other than the exchange offer of
outstanding Series A
         Preferred Units. Also, please provide us with an analysis for your
basis for using a Form
         S-4 acquisition shelf to do contemplated exchange offers with your
existing unitholders
         from time to time, and explain to us what additional filings you may
make at the time of
         an offer, such as a post-effective amendment. Refer to Securities Act
Rule 415 and
         explain to us how your offering fits under that rule.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Susan Block at 202-551-3210 or Justin Dobbie at
202-551-3469 with any
questions.



FirstName LastNameKenneth Rogozinski                   Sincerely,
Comapany NameAmerica First Multifamily Investors, L.P.
                                                       Division of Corporation
Finance
May 13, 2021 Page 2                                    Office of Finance
FirstName LastName