
SEC 1344 (10-2002) Previous versions obsolete		Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25		OMB APPROVAL OMB Number: 3235-0058 Expires: January 31, 2005 Estimated average burden hours per response ... 2.50
		NOTIFICATION OF LATE FILING		SEC FILE NUMBER CUSIP NUMBER

(Check One):

Form 10-K

Form 20-F

Form 11-K

Form 10-Q

Form N-SAR

For Period Ended:

December 31, 2003

		o		Transition Report on Form 10-K
		o		Transition Report on Form 20-F
		o		Transition Report on Form 11-K
		o		Transition Report on Form 10-Q
		o		Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I—REGISTRANT INFORMATION

America First Tax Exempt Investors, L.P.

Full Name of Registrant

N/A

Former Name if Applicable

1004 Farnam Street

Address of Principal Executive Office (Street and Number)

Omaha, Nebraska 68102

City, State and Zip Code

PART II—RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

ý	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
ý	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
o	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III—NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant's audited financial statements for the year ended December 31, 2003 are not yet completed. During the course of its audit, the Registrant's independent auditor, KPMG LLP (KPMG), determined that the methodology used by the Registrant to test potential impairment of certain taxable loans held in Registrant's portfolio was not fully consistent with SFAS No. 114. The issue was first raised with the Registrant's management late in the day on March 25, 2004 and the correct application of SFAS 114 was finally determined on March 29, 2004. Accordingly, Registrant has not had sufficient time to conduct new impairment tests of these taxable loans, integrate the results thereof into its financial statements for the year ended December 31, 2003 and allow KPMG to complete its audit thereof.

The Registrant will file its annual report on Form 10-K as soon as practicable, but in any case within fifteen calendar days of the prescribed due date.

PART IV—OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Mark A. Hiatt

(Name)

402

(Area Code)

444-1630

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects total revenues for the year ended December 31, 2003 to be $9.2 million as compared to $9.3 million for the year ended December 31, 2002. However, the Registrant estimates that its reported net income in 2003 will be between $1.5 million to $2.5 million lower than in 2002 primarily as a result of an increase in the loss reserves established in 2003 for its taxable loans once the impairment testing described in Part III hereof is completed.

	America First Tax Exempt Investors, L.P. (Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

March 31, 2004

/s/ MARK A. HIATT

Mark A. Hiatt, Chief Financial Officer of America First Companies, L.L.C., General Partner of the General Partner

INSTRUCTION: The form may be signed by an executive officer of the registrant of by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

		ATTENTION
	International misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
General Instructions

1.: This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.: One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3.: A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.: Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5.: Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).