8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 3, 2007

American Mortgage Acceptance Company

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts

(State or other Jurisdiction of Incorporation)

0-23972	13-6972380
(Commission File Number)	(IRS Employer Identification Number)

625 Madison Avenue, New York, NY 10022

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 317-5700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.  Completion of Acquisition or Disposition of Assets.

This Form 8-K/A amends and restates the initial 8-K filed by American Mortgage Acceptance Company ("AMAC" or the "the Registrant") on December 7, 2007, for the purposes of attaching a copy of the press release (Exhibit 99.1 hereto) that conforms to the press release issued by the Company on December 7, 2007.

As previously disclosed by American Mortgage Acceptance Company, recent market conditions have resulted in a reduction of liquidity across the credit spectrum of mortgage products.  Market conditions have continued to decline, increasing the credit spreads on certain mortgage assets.  This, coupled with a decline in yields on U.S. Treasury securities have lead to margin calls on repurchase facilities and interest rate derivatives whereby the Registrant was required to post additional cash collateral to the facility lenders and to derivative counterparties.  As such, the Registrant has explored avenues to increase liquidity for future cash needs and sold assets as follows:

· On November 19 and 20, 2007, the Registrant sold its portfolio of Federal National Mortgage Association (“FNMA”) and Government National Mortgage Association (“GNMA”) securities (together, the “Debt Securities”) to an unrelated third party.  As a result, the Registrant received total proceeds of $71.2 million, of which, $67.5 million was used to repay a repurchase facility that collateralized these debt securities.  Based on the amortized cost of $73.4 million prior to the sale, the transactions resulted in realized losses of $2.2 million.

· On December 3, 2007, the Registrant sold two Commercial Mortgage-Backed Securities (“CMBS”) to an unrelated third party.  This sale resulted in total proceeds of $ 15.6 million, of which, $14.0 million was used to repay a repurchase facility that collateralized these CMBS.  Based on the amortized cost of $25.9 million prior to the sale, the transactions resulted in realized losses of $10.3 million.

As a result of these asset sales, the Registrant incurred $1.0 million in net realized losses due to the termination of related interest rate derivatives.

If current market conditions continue to decline, the Registrant may be required to post additional cash collateral due to margin calls  Accordingly, the Registrant may sell additional assets and incur additional losses.  At this time, the Registrant is unable to determine the amount of such losses if such sales were to occur.

In addition, should deterioration of the Registrant’s liquidity impede its ability to hold certain investments, the Registrant may need to recognize changes in the fair value of those investments as permanent losses in the fourth quarter of 2007.

Item 7.01.  Regulation FD Disclosure.

At this time management of the Registrant is withdrawing its previously issued earnings guidance for 2007.  The portions of the Press Release attached as Exhibit 99.1 that relate to earnings guidance are deemed to be furnished, not filed.

Item 8.01.   Other Events.

Due to the circumstances mentioned in Item 2.01 of this 8-K, the Registrant’s Board of Trustees resolved that no dividend be paid on its common shares of beneficial interest for the quarter ended December 31, 2007.

Item 9.01.  Financial Statements, Pro Forma Financial Information  and Exhibits

(a)           Financial Information.   

Not Applicable

(b)           Pro Forma Financial Information

Not Applicable

(c)           Exhibits

99.1 Press Release dated December 7, 2007

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	American Mortgage Acceptance Company (Registrant)
Date:	By:	/s/ Robert L. Levy
		Robert L. Levy
		Chief Financial Officer

December 10, 2007

EX-99.1

Exhibit 99.1

AMERICAN MORTGAGE ACCEPTANCE COMPANY

PROVIDES UPDATE ON MARKET CONDITION IMPACT

NEW YORK, NY – December 7, 2007 – American Mortgage Acceptance Company (“AMAC” or the “Company”) (AMEX: AMC) today provided an update on the impact of current market conditions on the Company.

As discussed on the Company’s third quarter earnings call, recent market conditions have led to a reduction of liquidity across the credit spectrum of mortgage products.  As a result of widening credit spreads on certain of AMAC’s assets, coupled with a decline in yields on US Treasury securities, AMAC received margin calls on some of the Company’s repurchase facilities and interest rate derivative contracts.  To meet these margin calls and increase liquidity for future cash needs, AMAC sold the remainder of the Company’s Fannie Mae and Ginnie Mae debt securities and two commercial mortgage-backed securities (“CMBS”).  In connection with the sale of these assets and based upon their amortized cost at the time of sale, the transactions resulted in $12.5 million of realized losses to the Company, as well as $1.0 million of net realized losses from the termination of interest rate swap contracts.  Due to these realized losses, AMAC’s previous adjusted funds from operations (“AFFO”) per share guidance of $0.95 - $1.00 for 2007 is no longer a relevant forecast of expected AFFO and is withdrawn.

In the interest of preserving the Company’s liquidity, AMAC’s Board of Trustees has decided not to declare the regular dividend paid to the Company’s common shareholders in the fourth quarter of 2007.  AMAC’s Board of Trustees did declare a dividend distribution of $0.453 per share for AMAC’s 7.25% Series A Cumulative Convertible Preferred Shares which will be payable on January 15, 2008, to shareholders of record as of December 31, 2007.

“While the credit quality of our portfolio remains stable, severe market volatility continues its negative impact on the value of our assets and our short-term liquidity,” said J. Larry Duggins, Chief Executive Officer of AMAC.  “We may need to sell additional assets to meet future margin calls and maintain adequate liquidity, which could lead to future losses.  Management is exploring all strategic options to protect the value of our Company.”

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About AMAC

AMAC is a real estate investment trust that specializes in originating and acquiring mortgage loans and other debt instruments secured by multifamily and commercial properties throughout the United States.  AMAC invests in mezzanine, construction and first mortgage loans, subordinated interests in first mortgage loans, bridge loans, subordinate commercial mortgage backed securities, and other real estate assets. For more information, please visit our website at http://www.americanmortgageco.com or contact the Investor Relations Department directly at (800) 831-4826.

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Certain statements in this document may constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are detailed in AMAC's most recent Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission and include, among others, risks of investing in non-investment grade commercial real estate investments; competition in acquiring desirable investments; interest rate fluctuations; risks associated with investments in real estate generally and the properties which secure many of our investments; general economic conditions and economic conditions in the real estate markets specifically, particularly as they affect the value of our assets and the credit status of our borrowers; dependence on our Advisor for all services necessary for our operations; conflicts which may arise among us and other entities affiliated with our Advisor that have similar investment policies to ours; risks associated with the repurchase agreements we utilize to finance our investments and our ability to raise capital; risks associated with failure to qualify as a REIT; and risks associated with our collateralized debt obligation ("CDO") securitization transactions, which include, but are not limited to, the inability to acquire eligible investments for a CDO issuance; interest rate fluctuations on variable-rate swaps entered into to hedge fixed-rate loans; the inability to find suitable replacement investments within reinvestment periods and the negative impact on our cash flow that may result from the use of CDO financings with over-collateralization and interest coverage requirements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

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