As filed with the Securities and Exchange Commission on May 14, 2001.

                                                      Registration No. 333-65461
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT No. 2
                                   TO FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MUNICIPAL MORTGAGE &
                                   EQUITY, LLC
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   59-1449733
                      (I.R.S. Employer Identification No.)

                       218 North Charles Street, Suite 500
                            Baltimore, Maryland 21201
               (Address of Principal Executive Offices) (Zip Code)

                        MUNICIPAL MORTGAGE & EQUITY, LLC
                     1998 NON-EMPLOYEE DIRECTORS' SHARE PLAN
                              (Full Title of Plan)

                        MUNICIPAL MORTGAGE & EQUITY, LLC
                            1998 SHARE INCENTIVE PLAN
                              (Full Title of Plan)

                                 MARK K. JOSEPH
                             Chief Executive Officer
                        Municipal Mortgage & Equity, LLC
                       218 North Charles Street, Suite 500
                            Baltimore, Maryland 21201
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (410) 962-8044

                                   Copies to:
                            ROBERT E. KING, JR., ESQ.
                       Clifford Chance Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166










                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information  specified by Item 1 and Item 2 of Part I of Form S-8 is omitted
from  this  filing  in  accordance  with the  provisions  of Rule 428  under the
Securities Act and the introductory Note to Part I of Form S-8.





                             PROSPECTUS FOR RESALES

The material  that follows,  up to but not including the signature  page of this
Registration  Statement,  constitutes  a  prospectus,  prepared  on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of securities  acquired by  affiliates  of Municipal  Mortgage & Equity,
LLC, as defined in Rule 405 under the Securities Act of 1933, as amended,  under
director and employee share incentive plans.




PROSPECTUS



                        MUNICIPAL MORTGAGE & EQUITY, LLC

                                  COMMON SHARES


The common shares to which this  Prospectus  relates may be offered from time to
time by Selling  Shareholders  who are  directors,  officers  and  employees  of
Municipal  Mortgage  &  Equity,  LLC and who we will  specifically  identify  in
prospectus  supplements  hereto.  The Selling  Shareholders  may sell the common
shares on the New York Stock  Exchange,  where our common  shares are  currently
traded,  on any  securities  exchanges or other  quotation  systems on which our
common  shares may be traded,  in the  over-the-counter  market or in negotiated
transactions,  at prices and on terms then  available.  The  respective  Selling
Shareholders  will pay any brokerage  fees or  commissions  relating to sales by
them.  See "Method of Sale." We will not receive any part of the proceeds of any
such sales.

Our principal  executive  office is located at 218 North Charles  Street,  Suite
500, Baltimore, Maryland 21201 (Telephone No. (410) 962-8044).

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  of these  securities or determined  that
this Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.


We are paying the expenses of preparing and filing the Registration Statement of
which this Prospectus is a part.




                  The date of this Prospectus is May 14, 2001.





                                 TABLE OF CONTENTS


                                                                            Page

Incorporation by Reference ................................................... 2

Information We File........................................................... 2

Selling Shareholders ......................................................... 2

Method of Sale................................................................ 3

SEC Position Regarding Indemnification........................................ 3


                           INCORPORATION BY REFERENCE

         We incorporate by reference into this  Prospectus (a) our Annual Report
on Form 10-K for the year ended  December 31, 2000,  (b) the  description of our
common  shares  contained in our  registration  statement  under the  Securities
Exchange Act of 1934, as amended  (including any amendments or reports filed for
the purpose of updating such  description),  (c) our Proxy Statement on Schedule
14A, dated April 12, 2001 and (d) all other reports we filed pursuant to Section
13(a)  or 15(d) of the  Securities  Exchange  Act of  1934,  as  amended,  since
December 31, 2000.  These documents were filed under SEC File Number  001-11981.
We also  incorporate by reference into this Prospectus all the documents we file
pursuant to Sections  13, 14 and 15(d) of the  Securities  Exchange  Act of 1934
after the date of this Prospectus and before we file a post-effective  amendment
that  indicates that all the  securities to which this  Prospectus  relates have
been sold or that  deregisters all those  securities that have not been sold. We
will provide copies of all documents that are incorporated by reference  without
charge to anyone to whom we deliver this  Prospectus who makes a written or oral
request for them to Municipal Mortgage & Equity,  LLC, 218 North Charles Street,
Suite 500, Baltimore, Maryland 21201, Attention: Karin Berardo, telephone number
(410) 962-8044.

                               INFORMATION WE FILE

         We file annual,  quarterly and current  reports,  proxy  statements and
other  materials  with the Securities  and Exchange  Commission  pursuant to the
requirements  of the  Securities  Exchange Act of 1934.  The public may read and
copy any materials we file with the  Securities  and Exchange  Commission at the
Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C. 20549 and at
the Regional  Offices of the  Securities  and Exchange  Commission  located at 7
World Trade Center,  Suite 1300, New York,  New York 10048 and Citicorp  Center,
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.  The public may
obtain  information on the operation of the Public Reference Room by calling the
SEC at  1-800-SEC-0330.  The  Securities  and Exchange  Commission  maintains an
Internet site that contains reports,  proxy and information statements and other
information  regarding issuers (including us) that file  electronically with the
Securities   and   Exchange   Commission.   The   address   of   that   site  is
http:\\www.sec.gov.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to possible sales by our directors,  officers
and  employees  of shares of our common  shares  that they  acquire  through our
various share  incentive  plans.  We do not know at this time who may be Selling
Shareholders from time to time. We will provide the names of those people, along
with the number of common  shares  owned,  and the number of shares  that may be
sold,  by each of  those  people  from  time  to  time  in  supplements  to this
Prospectus,  which we will file with the Securities  and Exchange  Commission in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.


                                       2



                                 METHOD OF SALE

         The shares offered by this Prospectus may be sold on the New York Stock
Exchange,  where our common  shares are  currently  traded,  or in other markets
where our common shares are traded, or in negotiated transactions. Sales will be
at prices that are current when the sales take place.  Selling  Shareholders may
pay  brokers'  commissions.  Shares  that are sold may  include  shares in which
Selling  Shareholders  have granted  security  interests and that are being sold
because of foreclosure of those security interests.  There is no present plan of
distribution.

                     SEC POSITION REGARDING INDEMNIFICATION

         Our  Amended  and  Restated   Certificate  of  Formation  provides  for
indemnification  of  officers  and  directors  for any  loss,  damage  or  claim
(including reasonable attorneys' fees) due to any act or omission made by him or
her, except in the case of fraudulent or illegal conduct.

         We have been  informed  that,  in the  opinion  of the  Securities  and
Exchange Commission, insofar as directors, officers or other persons who control
us may  become  entitled  under  the  provisions  of our  Amended  and  Restated
Certificate of Formation to  indemnification  for liabilities  arising under the
Securities  Act of 1933,  that  indemnification  is  against  public  policy  as
expressed in that Act and is therefore unenforceable.




                                       3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  are  incorporated  by  reference  into  this
Registration Statement from SEC File No. 001-11981:

                  (1) The Annual Report of Municipal Mortgage & Equity, LLC (the
"Company") on Form 10-K for the fiscal year ended December 31, 2000.

                  (2) The description of the Company's common shares contained
in the Company's Registration Statement on Form S-3/A filed on June 29, 1998.

                  (3) The Company's Proxy Statement on Schedule 14A, dated April
12, 2001.

                  (4) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since December 31, 2000.


         All  documents  subsequently  filed  by the  Company  and  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The registrant's Amended and Restated Certificate of Formation provides
for  indemnification  of officers and  directors  for any loss,  damage or claim
(including reasonable attorneys' fees) due to any act or omission made by him or
her, except in the case of fraudulent or illegal conduct.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         (a) Each of the undersigned registrants hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus   filed  with  the   Securities   and  Exchange
                  Commission  pursuant to Rule 424(b) if, in the aggregate,  the
                  changes in volume and price  represent no more than 20 percent
                  change in the maximum  aggregate  offering  price set forth in
                  the  "Calculation of Registration  Fee" table in the effective
                  registration statement; and

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrants hereby undertake that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrants'  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities at the time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrants pursuant to the foregoing  provisions,  or otherwise,
the  registrants  have been  advised that in the opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrants of expenses  incurred or paid by a director,  officer
or  controlling  person of the  registrants  in the  successful  defense  of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrants will,
unless in the opinion of their respective counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Baltimore and State of Maryland on May 14, 2001.



                                    MUNICIPAL MORTGAGE & EQUITY, LLC



                                    By:    /s/   MICHAEL L. FALCONE
                                       -----------------------------------------
                                        Michael L. Falcone
                                        President and Chief Operating Officer



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated.



              Name                                    Title
              ----                                    -----
                                    Chairman, Chief Executive Officer
   /s/ MARK K. JOSEPH*              (Principal Executive Officer) and Director
-----------------------
     Mark K. Joseph

                                    President and Chief Operating Officer
 /s/ MICHAEL L. FALCONE
-----------------------
   Michael L. Falcone


  /s/ WILLIAM HARRISON              Chief Financial Officer (Principal Financial
-----------------------             Officer and Principal Accounting Officer)
    William Harrison


  /s/ CHARLES C. BAUM*              Director
-----------------------
     Charles C. Baum


 /s/ RICHARD O. BERNDT*             Director
-----------------------
    Richard O. Berndt


 /s/ ROBERT S. HILLMAN*             Director
-----------------------
    Robert S. Hillman


  /s/ WILLIAM L. JEWS*              Director
-----------------------
     William L. Jews


   /s/ CARL W. STEARN*              Director
-----------------------
     Carl W. Stearn

* Signed for by Michael L. Falcone, attorney-in-fact.








                                  EXHIBIT INDEX

Exhibit
Number   Description

3.1               Amended and Restated Certificate of Formation and Operating
                  Agreement of the Company*

3.2               By-Laws of the Company**

4.1               Speciment copy of Growth Share***

5.1               Opinion of Rogers & Wells LLP****

23.1              Consent of PricewaterhouseCoopers LLP****

23.2              Consent of Rogers & Wells LLP (included in Exhibit 5.1)****

24.1              Power of Attorney****

* Previously filed with Form S-8, dated October 8, 1998, by reference to an
Exhibit to the Company's Amended Annual Report on Form 10-K/A for the year 1997.
** Previously filed with Form S-8, dated October 8, 1998, by reference to an
Exhibit to the Company's Registration Statement on Form S-3, as amended
(Registration No. 333-56049).
*** Previously filed with Form S-8, dated October 8, 1998, by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-4 (File No.
33-99088), filed November 7, 1995.
**** Previously filed with Form S-8, dated October 8, 1998.