UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                      Washington, D.C. 20549

                                            FORM 10-K
                      (Mark One)
                  [X] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d) OF THE
                      SECURITIES  EXCHANGE ACT OF 1934 For the fiscal year ended
                      March 30, 1997

                                                OR

                  [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES  EXCHANGE ACT OF 1934 For the transition period
                      from ______ to ____________

                                             0-17619
                                     (Commission File Number)

                             American Tax Credit Properties L.P.
           (Exact name of registrant as specified in its governing instruments)

                          Delaware                          13-3458875
(State or other jurisdiction of organization)           (I.R.S. Employer 
                                                       Identification No)
Richman Tax Credit Properties L.P.
599 West Putnam Avenue, 3rd floor
Greenwich, Connecticut                                        06830
-------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (203) 869-0900
                                                                               

Securities registered pursuant to Section 12(b) of the Act:

           None                                                None
(Title of each Class)                            (Name of each exchange on
                                                       which registered)   

Securities registered pursuant to Section 12(g) of the Act:

                                   Units of Limited Partnership Interest
-------------------------------------------------------------------------------
                                              (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Registrant has no voting stock.

Documents incorporated by reference:

Part I - pages 21 through 35 and 51  through 75 of the  prospectus  dated May 6,
1988, as  supplemented by Supplement No. 1 and Supplement No. 2 dated August 11,
1988 and  September 20, 1988,  respectively,  filed  pursuant to Rule  424(b)(3)
under the Securities Act of 1933.




                                                
<PAGE>
                                              PART I

Item 1. Business

Formation

American  Tax  Credit  Properties  L.P.   ("Registrant"),   a  Delaware  limited
partnership,  was formed on February  12, 1988 to invest  primarily in leveraged
low-income  multifamily  residential  complexes (the "Property" or "Properties")
which qualify for the low-income tax credit established by Section 42 of the Tax
Reform Act of 1986 (the  "Low-income  Tax Credit"),  through the  acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local  Partnerships")  that are the owners of the  Properties.  Registrant  has
invested in nineteen such Properties including one Property which also qualifies
for the historic  rehabilitation  tax credit in accordance with Section 48(g) of
the Internal  Revenue Code of 1986 (the "Historic  Rehabilitation  Tax Credit").
Registrant considers its activity to constitute a single industry segment.

Richman Tax Credit Properties L.P. (the "General  Partner"),  a Delaware limited
partnership,  was formed on February 10, 1988 to act as the sole general partner
of  Registrant.  The general  partners of the General  Partner are Richard  Paul
Richman and Richman  Tax Credit  Properties  Inc.  ("Richman  Tax"),  a Delaware
corporation  which is  wholly-owned  by Richard Paul Richman.  Richman Tax is an
affiliate  of both  The  Richman  Group,  Inc.  ("Richman  Group"),  a  Delaware
corporation  founded  by  Richard  Paul  Richman  in  1988  and  Wilder  Richman
Corporation  ("WRC"), a New York corporation  co-founded by Richard Paul Richman
in 1979.

The  Amendment No. 2 to the  Registration  Statement on Form S-11 was filed with
the  Securities and Exchange  Commission  (the  "Commission")  on April 29, 1988
pursuant  to the  Securities  Act  of  1933  under  Registration  Statement  No.
33-20391,  which was declared effective on May 4, 1988. Reference is made to the
prospectus dated May 6, 1988, as supplemented by Supplement No. 1 and Supplement
No. 2 dated August 11, 1988 and September 20, 1988, respectively, filed with the
Commission  pursuant to Rule  424(b)(3)  under the  Securities  Act of 1933 (the
"Prospectus").  Post-Effective  Amendment No. 1 to the Registration Statement on
Form S-11 was filed with the  Commission on November 21, 1988.  Pursuant to Rule
12b-23 of the Commission's  General Rules and Regulations  promulgated under the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  the
description  of  Registrant's  business set forth under the heading  "Investment
Objectives   and  Policies"  at  pages  51  through  75  of  the  Prospectus  is
incorporated herein by reference.

On May 11, 1988, Registrant  commenced,  through Merrill Lynch, Pierce, Fenner &
Smith  Incorporated  ("Merrill  Lynch"),  the  offering of up to 50,000 units of
limited partnership interest ("Unit") at $1,000 per Unit. On August 19, 1988 and
November 15, 1988, the closings for 23,603 and 17,683 Units, respectively,  took
place,  amounting  to  aggregate  limited  partners'  capital  contributions  of
$41,286,000.

Competition

Pursuant  to Rule  12b-23 of the  Commission's  General  Rules  and  Regulations
promulgated under the Exchange Act, the description of Registrant's competition,
general risks, tax risks and partnership risks set forth under the heading "Risk
Factors"  at pages 21 through 35 of the  Prospectus  is  incorporated  herein by
reference.

Employees

Registrant  employs no personnel  and incurs no payroll  costs.  All  management
activities of Registrant are conducted by the General  Partner.  An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant.  This entity also performs  similar services for other affiliates of
the General Partner.




<PAGE>

Item 1. Business (continued)

Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act  of  1988,  Omnibus  Budget  Reconciliation  Act  of  1989,  Omnibus  Budget
Reconciliation   Act  of  1990,  Tax  Extension  Act  of  1991,  Omnibus  Budget
Reconciliation  Act of 1993 and Uruguay Round Agreements Act  (collectively  the
"Tax Acts")

Registrant  is organized as a limited  partnership  and is a "pass  through" tax
entity which does not, itself, pay Federal income tax. However,  the partners of
Registrant  who are  subject to Federal  income tax may be  affected  by the Tax
Acts.  Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions  regarding its  investments.  Registrant does
not anticipate  that the Tax Acts will currently have a material  adverse impact
on Registrant's business operations, capital resources and plans or liquidity.

Item 2.  Properties

The executive  offices of Registrant and the General  Partner are located at 599
West Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not
own or lease any  properties.  Registrant  pays no rent;  all charges for leased
space are borne by an affiliate of the General Partner.

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally  over  a  ten  year  period.   Each  of  Registrant's  Local
Partnerships  has been  allocated  by the  relevant  state tax credit  agency an
amount of  Low-income  Tax Credits  for ten years from the date the  Property is
placed in service.  The required  holding period of each  Property,  in order to
avoid Low-income Tax Credit  recapture,  is fifteen years from the year in which
the  Low-income  Tax Credits  commence on the last building of the Property (the
"Compliance Period"). The Properties must satisfy various requirements including
rent  restrictions  and tenant income  limitations  (the  "Low-income Tax Credit
Requirements")  in order to  maintain  eligibility  for the  recognition  of the
Low-income  Tax Credit at all times during the Compliance  Period.  Once a Local
Partnership has become eligible for the Low-income Tax Credit,  it may lose such
eligibility  and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit  Requirements.  Through June 27, 1997,
one of the Local  Partnerships,  B & V, Ltd., has suffered an event of recapture
of Low-income Tax Credits,  due to a hurricane which  substantially  damaged the
property owned by such Local  Partnership  and the failure of the property to be
fully-rebuilt,  primarily due to the  non-performance  of the insurance  company
(see  Part II,  Item 7 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations herein).  These events led to (i) an eminent
domain  proceeding,  which  became  effective  April  1996,  whereby the City of
Homestead was awarded four buildings  comprising 32 rental units in a quick-take
proceeding and (ii) the foreclosure of the mortgage  encumbering the property in
April 1997.  As a result of the  quick-take  proceeding,  Registrant  incurred a
recapture of Low-income Tax Credits taken through December 1995 of approximately
$5 per Unit and will forego  Low-income Tax Credits  associated with such rental
units of  approximately $5 per Unit for the period January 1996 through 1998. As
a result of the foreclosure of the mortgage,  Registrant anticipates a recapture
of Low-income Tax Credits taken through December 1996 of  approximately  $35 per
Unit for Unit holders of record as of April 1997 and will forego  Low-income Tax
Credits  associated with such rental units of approximately $10 per Unit for the
period January 1997 through 1998.

Although  Registrant  generally owns a 98.9%-99%  limited  partnership  interest
("Local  Partnership  Interest")  in  the  Local  Partnerships,  Registrant  and
American  Tax  Credit  Properties  II  L.P.  ("ATCP  II"),  a  Delaware  limited
partnership and an affiliate of Registrant, together, in the aggregate, acquired
a 99% Local Partnership  Interest in Santa Juanita Limited Dividend  Partnership
L.P. (the "Santa  Juanita Local  Partnership");  the  ownership  percentages  of
Registrant  and ATCP II for the Santa Juanita Local  Partnership  are 34.64% and
64.36%, respectively.

Many of the  Local  Partnerships  receive  rental  subsidy  payments,  including
payments  under Section 8 of Title II of the Housing and  Community  Development
Act of 1974 ("Section 8") (see  descriptions of subsidies on pages 5 and 6). The
subsidy  agreements  expire at various  times  during  and after the  Compliance
Periods of the Local  Partnerships.  The United States Department of Housing and
Urban Development ("HUD") has issued notices which implement provisions to renew
certain  project  based  Section 8 contracts  expiring  during HUD's fiscal year
1997,  where requested by an owner, for an additional one year term generally at
or  below  current  rent  levels,  subject  to  certain  guidelines.  HUD has an
additional program (the "Restructuring Program") which, in general, provides for
restructuring  rents  and/or  mortgages  where  rents may be  adjusted to market
levels and  mortgage  terms may be  adjusted  based on the  reduction  in rents,
although there may






 <PAGE>
<TABLE>
<CAPTION>

Item 2.  Properties (continued)

be  instances  in  which  only  rents,  but  not  mortgages,  are  restructured.
Registrant cannot reasonably  predict  legislative  initiatives and governmental
budget  negotiations,  the outcome of which could result in a reduction in funds
available  for the  various  federal  and state  administered  housing  programs
including the Section 8 program.  Such changes could adversely affect the future
net  operating  income  and  debt  structure  of any or all  Local  Partnerships
currently  receiving such subsidy or similar subsidies.  Two Local Partnerships,
whose  Section 8 contracts  expired  during 1996 and were extended for one year,
have applied for treatment under the Restructuring Program during 1997.

                                                                               
Name of Local Partnership                          Number                      Mortgage loans    
Name of apartment complex                            of                         payable as of      
                                                   rental        Capital         December 31, Subsidy(see
Apartment complex location                          units      contribution          1996     footnotes)
--------------------------------                  ----------- ------------     ---------------------------
<S>                                               <C>       <C>                <C>              <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                                     44    $    352,433        $ 1,369,445       (1d)

B & V, Ltd.
Homestead Apartments
Homestead, Florida                                   158       2,050,795 (3)      5,515,812       (1a)

B & V Phase I, Ltd.
Gardens of Homestead
Homestead, Florida                                    97         140,000 (3)      2,638,947       (1a)

Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts                            144       4,506,082          6,552,669       (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                                  126       6,098,990          7,865,491       (1a)

Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                                  117       4,910,942 (4)     13,664,829     (1a&c)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                                    100       1,518,229          4,007,852     (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                                    102       1,701,849           4,589,191     (1a&e)

Erie Associates Limited Partnership
Erie Ventures Rental Infill
Springfield, Massachusetts                            18         755,736             914,034       (1b)

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                             164       2,832,224           5,325,464       (1a)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Item 2. Properties (continued)






                                                                               
Name of Local Partnership                         Number                        Mortgage loans  
Name of apartment complex                         of                             payable as of       
                                                  rental       Capital           December 31,   Subsidy (see
Apartment complex location                        units       contribution          1996        footnotes)
--------------------------------                  ----------- ------------     ---------------------------
<S>                                               <C>       <C>                <C>              <C>
Golden Gates Associates
Golden Gates
Brooklyn, New York                                    85    $    879,478        $ 4,656,086        (1c)

Grove Park Housing, A California Limited
Partnership Grove Park Apartments
Garden Grove, California                             104       1,634,396          6,928,577        (1a)

Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                                  50         352,693          1,492,554        (1c)

Hilltop North Associates, A Virginia Limited
Partnership Hilltop North Apartments
Richmond, Virginia                                   160       1,414,524          3,335,611        (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                             158       1,047,744          3,652,737        (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                                110         613,499          2,472,686        (1a)

Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                                  45         313,887 (2)      1,521,268        (1a)

Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                                 152       3,097,059          5,376,868        (1a)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                                  50         289,730          1,234,221       (1a)
                                                            ---------------    -------------           
                                                            $ 34,510,290       $ 83,114,342
                                                            ============       ============

------------------------------------------------- --------- ------------------ ---------------- ----------
</TABLE>
         (1)      Description of Subsidies:

            (a)   Section 8 of Title II of the Housing and Community Development
                  Act of 1974 allows qualified  low-income tenants to pay thirty
                  percent of their monthly  income as rent with the balance paid
                  by the federal government.

            (b)   Chapter  707 of the  Acts  of  1966  of  the  Commonwealth  of
                  Massachusetts  allows  qualified  low-income  tenants to pay a
                  portion  of their  rent  with the  balance  paid by  Worcester
                  Housing Authority.

            (c)   The Local Partnership's debt structure includes a principal or
                  interest payment subsidy.

            (d)   The  City  of  Chicago  Housing   Authority  allows  qualified
                  low-income tenants to receive rental certificates.



<PAGE>

Item 2. Properties (continued)

            (e)   Applied for treatment under the Restructuring Program.

          (2)     The capital contribution reflects Registrant's obligation 
                  only.

          (3)     In August 1992, the property sustained  considerable damage by
                  Hurricane  Andrew.  See Part I, Item 3-Legal  Proceedings  and
                  Part  II,  Item  7-Management's  Discussion  and  Analysis  of
                  Financial  Condition and Results of Operations included herein
                  for further information.

          (4)     The complex also qualifies for the historic rehabilitation tax
                  credit  in  accordance  with  Section  48 (g) of the  Internal
                  Revenue Code of 1986.

Item 3. Legal Proceedings

As discussed in Part II, Item 8 - Financial  Statements and  Supplementary  Data
and  Part  II,  Item 7 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of  Operations  included  herein,  B & V, Ltd. (the "B & V
Local  Partnership")  sustained  substantial  damage in August 1992 by Hurricane
Andrew.  Although  the complex was covered by property  insurance  and the B & V
Local Partnership was covered by rental  interruption  insurance,  the insurance
company has not fully performed under its coverage  obligation.  Because of this
circumstance and due to its limited resources, the B & V Local Partnership filed
a voluntary  petition of bankruptcy  under Chapter 11 of the Bankruptcy  Code on
November  21,  1994 in  order to have a court  address  matters  concerning  the
insurance  company,  the contractor and the contractor's  bonding  company.  The
petition was filed in the United States Bankruptcy  Court,  Southern District of
Florida,  Miami.  The B & V Local  Partnership was authorized to continue in the
management  and control of its  business  and  property as  debtor-in-possession
under the  Bankruptcy  Code.  On August 27,  1996,  the  mortgage  holder on the
property owned by the B & V Local  Partnership  filed its Complaint to Foreclose
Mortgage and  Securities  Interests (the  "Complaint")  in the Circuit Court for
Dade County, Florida. Shortly thereafter,  the B & V Local Partnership filed its
response to the Complaint.  In addition,  the lender moved the Bankruptcy  Court
for a complete  dismissal of the bankruptcy  proceeding.  The  Bankruptcy  Court
denied this motion provided that a plan of reorganization was filed on behalf of
the B & V Local Partnership by September 17, 1996. On that date, both the lender
and  Registrant  filed  proposed  plans  of   reorganization   and  accompanying
disclosure statements.  Subsequently,  the Bankruptcy Court determined the value
of the property,  which determination  rendered the plan of reorganization filed
by Registrant infeasible. Therefore, only the lender filed an amended disclosure
statement  and plan of  reorganization  on January 24, 1997.  Subsequently,  the
Bankruptcy Court determined that the plan filed by the lender was sufficient and
confirmed  such plan,  despite the objection of  Registrant  and the B & V Local
Partnership.  As required by the  confirmed  plan,  the B & V Local  Partnership
transferred title to its property to the lender on or about April 9, 1997.

B & V Phase I, Ltd., (the "B & V Phase I Local Partnership") was also damaged by
Hurricane  Andrew in August 1992.  Since May 1, 1996, all 97 of the rental units
were complete and occupied.  Under an agreement with the lender, the B & V Phase
I Local  Partnership  was to commence  paying debt service in January 1995 which
was  to  coincide  with  the  completion  of  construction.   However,   due  to
construction  delays,  the B & V  Phase I Local  Partnership  had not  commenced
making  such  payments.  The lender  declared  a default  under the terms of the
mortgage and, on December 9, 1996 the lender commenced a foreclosure  action. On
January 14, 1997,  by agreement of the B & V Phase I Local  Partnership  and the
lender,  the Circuit Court for Dade County  issued an order  directing the B & V
Phase I Local Partnership to make mortgage payments to the lender accruing since
December 1996 and to thereafter  make monthly  mortgage  payments to the lender.
The B & V Phase  I Local  Partnership  has  complied  with  this  order  and all
payments  accruing  during the period from  December 1996 through June 1997 have
been made.  On April 18,  1997,  a motion for summary  judgment in the  lender's
foreclosure action was scheduled to be heard.  However, on April 17, 1997, the B
& V Phase I Local  Partnership  filed a Chapter 11 Bankruptcy  Petition with the
United States Bankruptcy Court, District of Connecticut, Bridgeport Division. As
of April 25,  1997,  the lender  filed a motion  seeking to change the venue for
this case to the Southern District of Florida. Subsequently,  hearings were held
in order for the Bankruptcy Court to consider the lender's motion. In the course
of these hearings,  the lender and the B & V Phase I Local Partnership reached a
tentative  agreement  whereby the lender  would  withdraw  its request to change
venue  and the B & V Phase I Local  Partnership  would  agree to  submit  to the
Bankruptcy Court a plan providing for, among other things, a schedule of buy-


<PAGE>

Item 3. Legal Proceedings (continued)

out prices to be paid to the lender at future  designated  dates. As of June 27,
1997, the Bankruptcy  Court has not yet ruled on either the requested  relief or
the proposed settlement plan.

On March 5, 1990, Stonebridge Associates ("Stonebridge") filed a lawsuit against
Federal  Apartments  Limited  Partnership (the "Federal Local  Partnership") for
repayment of an unsecured,  non-interest  bearing note in the amount of $96,000.
The suit  was  filed  in the  First  Judicial  District  Court in Caddo  Parish,
Louisiana.  The suit  alleges that the  defendant  was required to pay down such
note upon the  receipt of the second  installment  of the  capital  contribution
obligation  from  Registrant.  Such  capital  contribution  payment  was made by
Registrant to the Federal Local  Partnership  on December 27, 1989.  The Federal
Local Partnership contends that Stonebridge is not entitled to such payment.

On December 16, 1993,  the Federal  Local  Partnership  filed a lawsuit  against
Henry Cisneros (in his capacity as Secretary of HUD and the Housing Authority of
the City of Fort Lauderdale,  Florida ("FLHA") for violating the  Administrative
Procedure Act. The suit was filed in the United States District Court,  Southern
District of Florida (the "Court").  The suit alleges that the defendants used an
incorrect  figure for debt service in determining the base rent component of the
Federal  Local   Partnership's   Housing  Assistance  Payments  Contract  rents,
resulting  in  rents  at a level  insufficient  to  service  the  Federal  Local
Partnership's  co-insured first mortgage and, as a further result, the amount of
the maximum  insurable  first mortgage was reduced and the local general partner
of the Federal Local Partnership had to provide approximately  $1,299,000 to the
Federal Local  Partnership.  The Federal Local  Partnership seeks payment of the
difference  in rents  dating from 1988 to the present and  recovery of all legal
fees. The local general partner of the Federal Local Partnership  estimates that
the annual  difference in rents  resulting  from the  defendants'  procedures is
approximately $180,000. The Court had previously ruled that HUD acted within its
authority in denying  certain  change  orders  incurred in  connection  with the
development of the property owned by the Federal Local Partnership, but remanded
HUD to review the rent computations used in determining the base rent component.
The Court has since ruled in favor of HUD and the local  general  partner of the
Federal Local Partnership has filed an appeal in both rulings. The Federal Local
Partnership  is unable to determine  at this time the final  amounts that may be
recoverable from HUD and/or FLHA.

A  former  tenant  of Gulf  Shores  Apartments  Ltd.  (the  "Gulf  Shores  Local
Partnership") has brought suit against the Gulf Shores Local Partnership,  among
others,  in connection with an alleged  wrongful  eviction.  The former tenant's
suit,  which seeks damages of $13,000,000,  was dismissed on April 22, 1997 as a
result of the former tenant not being present at a court proceeding.  The former
tenant has the right to file for reinstatement of the suit within ninety days of
the dismissal.

Registrant is not aware of any other material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of the limited partners of Registrant
during the fourth quarter of the fiscal year covered by this report.



<PAGE>
                                             PART II

Item 5. Market for Registrant's Common Equity
        and Related Security Holder Matters

Market Information and Holders

There is no established public trading market for Registrant's  Units. There are
provisions  in the Amended and  Restated  Agreement  of Limited  Partnership  of
Registrant  which are intended to prevent the development of a public  secondary
market.  Accordingly,  accurate  information as to the market value of a Unit at
any given date is not available. Since November 1992, Merrill Lynch has provided
its clients who wish to buy or sell partnership units with a limited partnership
secondary  service   available  through  Merrill  Lynch's  Limited   Partnership
Secondary  Transaction  Department.  The number of owners of Units as of May 20,
1997 was 2,625, holding 41,286 Units.

Beginning  with the December  1994  Merrill  Lynch  client  account  statements,
Merrill Lynch  implemented  new  guidelines  for providing  estimated  values of
limited  partnerships  and other direct  investments  reported on client account
statements.  As a  result,  Merrill  Lynch no  longer  reports  general  partner
estimates  of  limited  partnership  net  asset  value  on  its  client  account
statements,  although Registrant may continue to provide its estimate of limited
partnership value to Unit holders. Pursuant to the guidelines,  estimated values
for limited  partnership  interests  originally  sold by Merrill  Lynch (such as
Registrant's  Units)  will be  provided  two times per year to Merrill  Lynch by
independent  valuation  services.  These  estimated  values  will  be  based  on
financial and other information available to the independent services (1) on the
prior August 15th for  reporting  on December  year-end  and  subsequent  client
account   statements  through  the  following  May's  month-end  client  account
statements  and (2) on the  prior  March  31st  for  reporting  on June  through
November  month-end  client account  statements of the same year.  Merrill Lynch
clients may contact their Merrill Lynch  Financial  Consultants or telephone the
number  provided  to them on  their  account  statements  to  obtain  a  general
description of the  methodology  used by the independent  valuation  services to
determine  their  estimates  of value.  In addition,  Registrant  may provide an
estimate  of  limited  partnership  value to Unit  holders  from time to time in
Registrant's  reports to limited partners.  The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units.  In addition,  Unit holders may not realize such  estimated
values upon the liquidation of Registrant's assets over its remaining life.

Distributions

Registrant owns a limited  partnership  interest in Local  Partnerships that are
the owners of Properties which are leveraged and receive  government  assistance
in various forms of rental and debt service  subsidies.  The distribution of any
cash flow generated by the Local  Partnerships may be restricted,  as determined
by each Local  Partnership's  financing  and  subsidy  agreements.  Accordingly,
Registrant  does not  anticipate  that it will provide  significant  annual cash
distributions to its partners.  There were no cash distributions to the partners
during the years ended March 30, 1997 and 1996.

Low-income Tax Credits and Historic  Rehabilitation Tax Credits  (together,  the
"Tax  Credits"),  which  are  subject  to  various  limitations,  may be used by
investors to offset  federal  income tax  liabilities.  The Tax Credits per Unit
generated by Registrant and allocated to the limited  partners for the tax years
ended December 31, 1996 and 1995 and the  cumulative Tax Credits  allocated from
inception through December 31, 1996 are as follows:

         <TABLE>
         <CAPTION>
                                                    Historic                       Net
                                                 Rehabilitation                Low-income
                                                  Tax Credits                  Tax Credits
          <S>                              <C>                          <C>
          Tax year ended December 31, 1996         $   --                   $      139.27
          
          Tax year ended December 31, 1995             --                          146.01
          

          Cumulative totals                       $   71.88                 $    1,199.28
         </TABLE>

Registrant  expects to generate  total Tax  Credits  from  investments  in Local
Partnerships of approximately  $1,550 per Unit through December 31, 1999, net of
circumstances  which have given rise to  recapture  and loss of future  benefits
(see Part I, Item 2 - Properties and Part II, Item 7 -  Management's  Discussion
and Analysis of Financial Condition and Results of Operations, herein).



<PAGE>
<TABLE>
<CAPTION>

Item 6. Selected Financial Data

The information set forth below presents selected  financial data of Registrant.
Additional detailed financial  information is set forth in the audited financial
statements included under Part II, Item 8 herein.

                                                       Years Ended March 30,
                                     
                               1997             1996            1995            1994             1993
                         ---------------- ------------------------------------------------ ----------
<S>                      <C>             <C>              <C>            <C>              <C>
Interest and other       $     259,193   $     274,591    $     289,248   $    291,695    $     268,884
                         =============   =============    =============   ============    =============
  revenue

Equity in loss of
  investment              $(2,049,756)     $(2,240,958)   $(2,319,646)     $(3,817,612)     $(4,077,150)
                          ===========      ===========    ===========      ===========      =========== 
  in local partnerships

Net loss                  $(2,384,219)     $(2,425,508)   $(2,498,880)     $(4,002,184)     $(4,257,366)
                          ===========      ===========    ===========      ===========      =========== 

Net loss per unit of
  limited partnership    $     (57.17) $       (58.16)  $       (59.92)$       (95.97)  $     (102.09)
                         ==============  ==============   ============== ==============   ============= 
  interest

                                                      As of March 30,
                                
                               1997             1996           1995            1994             1993
                         ---------------- ---------------- ------------    ---------------- ----------
                                                                 
                                                           

Total assets               $10,611,961      $13,040,183    $15,370,194     $17,766,222      $21,768,328
                           ===========      ===========    ===========     ===========      ===========

------------------------------------------------------------------------------------------------------------
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Capital Resources and Liquidity

Registrant  registered 50,000 units of limited partnership interest ("Units") at
$1,000 per Unit with the Securities and Exchange  Commission (the  "Commission")
and on May 4, 1988, the  Commission  declared  effective  Amendment No. 2 to the
Registration  Statement on Form S-11.  Registrant  admitted  limited partners on
August 19, 1988 and  November 15, 1988 in two closings  with  aggregate  limited
partners' capital contributions amounting to $41,286,000.

Registrant   acquired  nineteen  limited   partnership   interests  (the  "Local
Partnership  Interests")  in  partnerships  (the "Local  Partnership"  or "Local
Partnerships")  representing capital contributions in the amount of $34,510,290.
The Local  Partnerships own low-income  multifamily  residential  complexes (the
"Property"  or  "Properties")  which  qualify  for  the  low-income  tax  credit
established  by Section 42 of the Tax  Reform Act of 1986 (the  "Low-income  Tax
Credit");  one Local  Partnership  owns a Property  which also qualifies for the
historic  rehabilitation  tax credit in  accordance  with  Section  48(g) of the
Internal Revenue Code of 1986. The required holding period of each Property,  in
order to avoid Low-income Tax Credit  recapture,  is fifteen years from the year
in which  the  Low-income  Tax  Credits  commence  on the last  building  of the
Property (the "Compliance  Period").  The investments in Local  Partnerships are
highly illiquid.

From the closing of Units,  Registrant  established a working  capital  reserve.
Registrant  is  not  expected  to  have  access  to  any  source  of  financing.
Accordingly, if unforeseen contingencies arise that cause a Local Partnership to
require additional capital,  in addition to that contributed by Registrant,  the
source of such capital  needs may be obtained from (i) limited  working  capital
reserves of  Registrant  (which may include  distributions  received  from Local
Partnerships), (ii) debt financing at the Local Partnership level (which may not
be available) or (iii) additional equity contributions of the general partner of
a Local  Partnership  (the "Local  General  Partner").  In  addition,  the Local
Partnerships  are generally  expected to maintain  escrow  reserves over time in
addition to the reserves  maintained  by  Registrant.  There can be no assurance
that any of these  sources  would be readily  available  to provide for possible
additional  capital  requirements or be sufficient to remedy any such unforeseen
contingencies.

As of March 30, 1997, Registrant's working capital is comprised of cash and cash
equivalents  of  $284,108,   investments  in  corporate   bonds  of  $1,318,521,
investments in U.S. Treasury bonds of $1,389,516 and investments in U.S.




<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations(continued)
        
government  agency bonds of $175,922.  Registrant  acquired such  investments in
bonds with the intention of utilizing  proceeds generated by such investments in
bonds to meet its annual  obligations.  Future sources of Registrant's funds are
expected  primarily  from  interest  earned on  investments  of working  capital
reserves, retired investments in bonds and limited cash distributions from Local
Partnerships.

During the year ended March 30, 1997,  Registrant  received  cash from  interest
earnings  and  distributions  from  Local  Partnerships  and  utilized  cash for
operating expenses. In addition,  Registrant received $135,000 from the maturity
of  investments in bonds.  Cash and cash  equivalents  and  investments in bonds
available-for-sale decreased, in the aggregate, by approximately $341,000 during
the year ended March 30, 1997, which decrease  includes a net unrealized loss on
investments in bonds of approximately  $77,000,  the amortization of net premium
on  investments  in bonds of  approximately  $32,000 and the  accretion  of zero
coupon bonds of approximately $16,000. During the year ended March 30, 1997, the
investment in Local Partnerships decreased as a result of Registrant's equity in
the  Local  Partnerships'  net loss  for the year  ended  December  31,  1996 of
$2,049,756 and cash distributions received from Local Partnerships of $32,500.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the  Properties,  many of which receive rental subsidy
payments,  including  payments  under  Section 8 of Title II of the  Housing and
Community  Development  Act of 1974 ("Section 8"), are subject to specific laws,
regulations  and  agreements  with  federal  and  state  agencies.  The  subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the Local  Partnerships.  The United  States  Department  of  Housing  and Urban
Development  ("HUD") has issued  notices  which  implement  provisions  to renew
certain  project  based  Section 8 contracts  expiring  during HUD's fiscal year
1997,  where requested by an owner, for an additional one year term generally at
or  below  current  rent  levels,  subject  to  certain  guidelines.  HUD has an
additional program (the "Restructuring Program") which, in general, provides for
restructuring  rents  and/or  mortgages  where  rents may be  adjusted to market
levels and  mortgage  terms may be  adjusted  based on the  reduction  in rents,
although  there may be instances  in which only rents,  but not  mortgages,  are
restructured.  Registrant cannot reasonably predict legislative  initiatives and
governmental  budget  negotiations,  the  outcome  of which  could  result  in a
reduction  in funds  available  for the various  federal and state  administered
housing programs  including the Section 8 program.  Such changes could adversely
affect the future net  operating  income and debt  structure of any or all Local
Partnerships  currently  receiving such subsidy or similar subsidies.  Two Local
Partnerships,  whose Section 8 contracts  expired  during 1996 and were extended
for one year, have applied for treatment under the Restructuring  Program during
1997. In addition,  the Local  Partnerships  have various  financing  structures
which include (i) required debt service payments  ("Mandatory Debt Service") and
(ii) debt  service  payments  which are payable  only from  available  cash flow
subject  to the terms and  conditions  of the  notes,  which may be  subject  to
specific laws,  regulations  and agreements with  appropriate  federal and state
agencies  ("Non-Mandatory  Debt  Service  or  Interest").  During the year ended
December 31, 1996,  revenue from operations,  Local General Partner advances and
reserves of the Local  Partnerships  have generally been sufficient to cover the
operating  expenses and Mandatory Debt Service.  Most of the Local  Partnerships
are effectively  operating at or near break even levels,  although certain Local
Partnerships'  accounting  information  reflects  operating deficits that do not
represent  cash deficits due to their  mortgage and financing  structure and the
required  deferral of property  management  fees.  However,  as discussed below,
certain Local  Partnerships'  operating  information  indicates below break even
operations after taking into account their mortgage and financing  structure and
required deferral of property management fees.

The terms of the partnership  agreement of 4611 South Drexel Limited Partnership
(the "South Drexel Local Partnership")  require the Local General Partner of the
South Drexel Local  Partnership to cause the management  agent to defer property
management  fees in order to avoid a  default  under  the  mortgages.  The South
Drexel Local Partnership incurred an operating deficit of approximately  $22,000
for the year ended December 31, 1996 which includes property  management fees of
approximately $15,000.  Accordingly, the net operating deficit was approximately
$7,000.  The Local  General  Partner of the South Drexel Local  Partnership  has
advances of  approximately  $35,000  outstanding.  Of Registrant's  total annual
Low-income  Tax Credits,  approximately  1% is  allocated  from the South Drexel
Local Partnership.



<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations(continued)
        

The operating information of Dunbar Limited Partnership No. 2 (the "Dunbar No. 2
Local  Partnership")  reflects a deficit of approximately  $188,000 for the year
ended December 31, 1996 due to an  unanticipated  charge in connection with past
years' real estate taxes of approximately  $260,000,  of which $110,000 was paid
and $150,000 has been  accrued.  The Local  General  Partner of the Dunbar No. 2
Local  Partnership  has  applied to HUD for  treatment  under the  Restructuring
Program and is currently  negotiating  with the local tax authority in an effort
to reduce the charge.  There can be no assurance that the Local General  Partner
of the  Dunbar No. 2 Local  Partnership  will be  successful  in either of these
efforts.

Registrant acquired a 99% limited partnership  interest in B & V, Ltd. (the "B &
V Local  Partnership"),  a 190-unit  complex  located in  Homestead,  Florida in
December  1988.  In August 1992,  much of Homestead,  Florida was  devastated by
Hurricane Andrew and the property owned by the B & V Local Partnership sustained
substantial  damage. The damage to the complex was covered by property insurance
and the B & V Local Partnership was covered by rental interruption insurance. It
was the intention of the Local General Partner of the B & V Local Partnership to
reconstruct the complex, and thus preserve the Low-income Tax Credits.  However,
delays in the rebuilding of the complex occurred due to  disagreements  with the
insurance  company  concerning  selection  of the  contractor  and the  costs to
rebuild the complex.  In addition,  the insurance  carrier  ceased making rental
interruption  insurance payments and subsequently the lender declared a default.
While conducting  repairs,  which included completing 52 rental units which were
placed in service, the B & V Local Partnership  undertook  significant litigious
efforts to effect a workout with the lender and cause the insurance  company and
contractor  to perform  under their  obligations  to rebuild the complex,  which
included reorganization plans,  bankruptcy proceedings,  binding arbitration and
voluntary nonbinding mediation. Despite such efforts, the complex lost 32 rental
units pursuant to a quick-take  eminent domain  proceeding in April 1996 and the
remainder of the complex was  ultimately  lost in April 1997 when the Bankruptcy
Court ordered title transfer of the property.

As a  result  of the  eminent  domain  proceeding  by  the  City  of  Homestead,
Registrant incurred a recapture of Low-income Tax Credits taken through December
1995 of approximately $5 per Unit and will forego future  Low-income Tax Credits
associated  with such rental units of  approximately  $5 per Unit for the period
January 1996 through  1998. As a result of the lender's  foreclosure  of the 158
rental units, Registrant anticipates a recapture of Low-income Tax Credits taken
through December 1996 of  approximately  $35 per Unit for Unit holders of record
as of April 1997 and will forego future  Low-income Tax Credits  associated with
the 158 rental units of  approximately  $10 per Unit for the period January 1997
through  1998.  In  December  1996,  in  connection   with  the  bankruptcy  and
foreclosure proceedings surrounding the B & V Local Partnership,  the Bankruptcy
Court determined the value of the property owned by the B & V Local  Partnership
whereby the appraised  value of the property was  $1,898,600,  which resulted in
the  recognition  of an impairment  loss of $3,910,599  included in the combined
statement of operations of the Local  Partnerships  for the year ended  December
31, 1996. Registrant's investment balance in the B & V Local Partnership,  after
the cumulative equity losses,  became zero during the year ended March 30, 1995.
Accordingly,  the  aforementioned  impairment  had no  effect  on the  financial
position, results of operations or cash flows of Registrant.

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V Local Partnership (see discussion  above),  Registrant  acquired a 98%
limited  partnership  interest in B & V Phase I, Ltd.  (the "B & V Phase I Local
Partnership"),  which  owns a  97-unit,  Section 8  assisted  apartment  complex
located in Homestead,  Florida,  from principals of the Local General Partner of
the B & V Local Partnership during the year ended March 30, 1995. The purpose of
acquiring  an  interest in the B & V Phase I Local  Partnership  was to mitigate
potential adverse  consequences of a loss of Low-income Tax Credits in the event
that  the  rebuilding  of  the  apartment  complex  owned  by  the  B & V  Local
Partnership  was not  completed.  Under  the  terms of the  limited  partnership
agreement between Registrant and the B & V Phase I Local Partnership, Registrant
made its full  capital  contribution  of  $140,000  in  October  1994 with total
Low-income  Tax Credits  expected to be allocated to Registrant  over the period
1994 through 1998 of approximately $499,000. Prior to the acquisition, the B & V
Phase I Local  Partnership was also damaged by Hurricane  Andrew in August 1992.
Since May 1, 1996, all 97 of the rental units were complete and occupied.  Under
an  agreement  with  the  lender,  the B & V Phase I  Local  Partnership  was to
commence  paying debt  service in January  1995 which was to  coincide  with the
completion of construction. However, due to construction delays, the B & V Phase
I Local Partnership had not commenced making such payments.  The lender declared
a default under the terms of the mortgage and, on



<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations(continued)
        

December 9, 1996 the lender commenced a foreclosure action. On January 14, 1997,
by agreement of the B & V Phase I Local Partnership and the lender,  the Circuit
Court  for  Dade  County  issued  an  order  directing  the B & V  Phase I Local
Partnership to make mortgage payments to the lender accruing since December 1996
and to thereafter make monthly mortgage payments to the lender.  The B & V Phase
I Local Partnership has complied with this order and all payments accruing since
December  1996 through June 1997 have been made. On April 18, 1997, a motion for
summary judgment in the lender's  foreclosure  action was scheduled to be heard.
However,  on April 17, 1997, the B & V Phase I Local Partnership filed a Chapter
11  Bankruptcy  Petition with the United States  Bankruptcy  Court,  District of
Connecticut,  Bridgeport  Division.  As of April 25,  1997,  the lender  filed a
motion  seeking to change the venue for this case to the  Southern  District  of
Florida.  Subsequently,  hearings were held in order for the Bankruptcy Court to
consider the lender's  motion.  In the course of these hearings,  the lender and
the B & V Phase I Local  Partnership  reached a tentative  agreement whereby the
lender  would  withdraw  its request to change venue and the B & V Phase I Local
Partnership  would agree to submit to the Bankruptcy Court a plan providing for,
among other  things,  a schedule  of buy-out  prices to be paid to the lender at
future  designated  dates. As of June 27, 1997, the Bankruptcy Court has not yet
ruled on either the requested relief or the proposed  settlement plan.  Provided
that the  Bankruptcy  Court accepts the proposed  settlement  plan and the B & V
Phase I Local  Partnership  is not  required  to make debt  service  payments in
excess of current  levels,  Registrant  does not anticipate an  interruption  in
Low-income  Tax  Credits  allocated  from  the B & V Phase  I Local  Partnership
through December 31, 1997.

The Local General Partner of the B & V Phase I Local Partnership has transferred
its 1% general partner  interest to an unrelated third party and transferred its
1% limited partner interest to Registrant.  Registrant's  investment  balance in
the B & V Phase I Local Partnership,  after the cumulative equity losses, became
zero  during  the year  ended  March 30,  1996.  Of  Registrant's  total  annual
Low-income  Tax  Credits  (prior  to the  loss of the B & V  Local  Partnership)
approximately 1% is allocated from the B & V Phase I Local Partnership.

Although  Cobbet  Hill  Associates   Limited   Partnership  (the  "Cobbet  Local
Partnership")  is  current  on its  mortgage  obligation  and does  not  reflect
operating  deficits for the year ended  December 31, 1996,  brick has fallen off
the parapet of the building and the first mortgage lender has declared a default
pending  restoration  of the brick.  The  Cobbet  Local  Partnership's  property
management  has met with the lender and  presented  a plan which has been orally
accepted  by the  lender.  In order to effect the agreed plan of action with the
first  mortgage  lender,  Registrant  agreed to be  contingently  liable under a
standby  letter of credit in the amount of $242,529 which was issued on June 18,
1997 for the  purpose of  covering  potential  operating  deficits of the Cobbet
Local Partnership.  The letter of credit expires on June 18, 1998 and is secured
by   Registrant's   investments  in  U.S.   Treasury  bonds  in  the  amount  of
approximately $255,000, purchased in June 1997. Although remediation is underway
and is expected to be completed  during September 1997, the property will remain
in technical default until the work is completed.

The terms of the partnership  agreement of Erie Associates  Limited  Partnership
(the "Erie Local  Partnership")  require the Local General  Partners of the Erie
Local  Partnership  to cause the management  agent to defer property  management
fees in order to avoid a default under the mortgage.  The Erie Local Partnership
is operating pursuant to an amended and restated note (the "Amended Note") dated
December 1, 1994 which  matures on December  31, 1997.  The  original  financing
called for  Mandatory  Debt Service of $7,647 per month,  while the Amended Note
requires monthly Mandatory Debt Service of $5,883. The Local General Partners of
the Erie Local  Partnership  report that the Erie Local  Partnership  is several
months in arrears under the terms of the Amended  Note,  that a default has been
declared by the lender and that  discussions  are currently  being held with the
lender in an attempt to  restructure  the loan.  Of  Registrant's  total  annual
Low-income  Tax  Credits,  approximately  2% is  allocated  from the Erie  Local
Partnership, which are scheduled to expire December 1998.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in Local Partnerships
in accordance  with the equity method of accounting,  under which the investment
is  carried  at  cost  and is  adjusted  for  Registrant's  share  of the  Local
Partnership's  results of  operations  and by any cash  distributions  received.
Equity in loss of each investment in Local Partnership






<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations(continued)
        

allocated to Registrant is recognized to the extent of  Registrant's  investment
balance in each Local Partnership.  Any equity in loss in excess of Registrant's
investment  balance  in a Local  Partnership  is  allocated  to other  partners'
capital  in each such  Local  Partnership.  As a result,  the  equity in loss of
investment  in Local  Partnerships  is  expected  to  decrease  as  Registrant's
investment  balances in the respective Local Partnerships  become zero. However,
the combined  statements of operations  of the Local  Partnerships  reflected in
Note 5 to Registrant's financial statements include the operating results of all
Local Partnerships, regardless of Registrant's investment balances.

Cumulative  losses  and cash  distributions  in  excess of  investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. Accordingly,  cumulative losses and cash
distributions  in excess of the  investment  are not  necessarily  indicative of
adverse  operating  results of a Local  Partnership.  See discussion above under
Capital Resources and Liquidity  regarding certain Local Partnerships  currently
operating below economic break even levels.

Year Ended March 30, 1997

For the year ended March 30, 1997,  Registrant  had a net loss of  approximately
$2,384,000, which included an equity in loss of investment in Local Partnerships
of approximately $2,050,000 for the year ended December 31, 1996. Nonrecognition
of losses in excess of  Registrant's  investment in certain  Local  Partnerships
during the year was approximately $7,715,000.  Registrant's loss from operations
for the year ended March 30, 1997 of approximately  $334,000 was attributable to
interest  revenue  of  approximately   $256,000  and  other  income  from  Local
Partnerships  of  approximately  $4,000,   exceeded  by  operating  expenses  of
approximately $594,000,  which includes professional fees incurred in connection
with the B & V and B & V Phase I Local  Partnerships of approximately  $148,000.
Interest  revenue for future  periods is expected to decline as  investments  in
bonds mature and are utilized for Registrant's operating expenses.

The Local Partnerships' net loss of approximately  $9,901,000 for the year ended
December 31, 1996 was  attributable to rental and other revenue of approximately
$16,357,000,  exceeded by  operating  and  interest  expenses  of  approximately
$17,327,000,  approximately $4,122,000 of depreciation and amortization expenses
and  approximately  $4,809,000  incurred  by  the  B & V  Local  Partnership  in
connection  with the  quick-take  eminent  domain  proceeding  and the  recorded
adjustment  of the  property  to its  estimated  fair  market  value.  The Local
Partnerships'  net loss for the year ended  December  31, 1996  includes (i) the
recorded loss of the B & V Local Partnership,  inclusive of the amount described
above,  of  approximately  $5,456,000  and (ii) accrued  Non-Mandatory  Interest
charges of  approximately  $647,000,  and does not  include  the  receipt of the
subsidy of the Cobbet Local Partnership  under the  Massachusetts  State Housing
Assistance for Rental  Production  program  ("SHARP") (which is recorded as debt
rather than  revenue) in the amount of  approximately  $366,000 or the principal
amortization on mortgage loans payable of approximately $577,000.

Year Ended March 30, 1996

For the year ended March 30, 1996,  Registrant  had a net loss of  approximately
$2,426,000, which included an equity in loss of investment in Local Partnerships
of approximately $2,241,000 for the year ended December 31, 1995. Nonrecognition
of losses in excess of  Registrant's  investment in certain  Local  Partnerships
during the year was approximately $2,521,000.  Registrant's loss from operations
for the year ended March 30, 1996 of approximately  $185,000 was attributable to
interest  revenue  of  approximately   $269,000  and  other  income  from  Local
Partnerships  of  $5,000,   exceeded  by  operating  expenses  of  approximately
$459,000.

The Local Partnerships' net loss of approximately  $4,837,000 for the year ended
December 31, 1995 was  attributable to rental and other revenue of approximately
$15,977,000,  exceeded by  operating  and  interest  expenses  of  approximately
$16,664,000  and  approximately  $4,150,000  of  depreciation  and  amortization
expenses.  The Local Partnerships' net loss for the year ended December 31, 1995
includes (i) the recorded loss of the B & V Local  Partnership of  approximately
$659,000  and (ii)  accrued  Non-Mandatory  Interest  charges  of  approximately
$492,000,  and does not include  the receipt of the SHARP  subsidy of the Cobbet
Local  Partnership  in the amount of  approximately  $314,000  or the  principal
amortization on mortgage loans payable of approximately $568,000.





<PAGE>

Item 7. Management's  Discussion  and Analysis of Financial  Condition  and 
        Results of Operations(continued)


Year Ended March 30, 1995

For the year ended March 30, 1995,  Registrant  had a net loss of  approximately
$2,499,000, which included an equity in loss of investment in Local Partnerships
of approximately $2,320,000 for the year ended December 31, 1994. Nonrecognition
of losses in excess of  Registrant's  investment in certain  Local  Partnerships
during the year was approximately $2,088,000.  Registrant's loss from operations
for the year ended March 30, 1995 of approximately  $179,000 was attributable to
interest  revenue  of  approximately   $287,000  and  other  income  from  Local
Partnerships  of  approximately  $2,000,   exceeded  by  operating  expenses  of
approximately $468,000.

The Local Partnerships' net loss of approximately  $4,570,000 for the year ended
December 31, 1994 was  attributable to rental and other revenue of approximately
$15,255,000,  exceeded by  operating  and  interest  expenses  of  approximately
$15,837,000  and  approximately  $3,988,000  of  depreciation  and  amortization
expenses.  The Local Partnerships' net loss for the year ended December 31, 1994
includes (i) the recorded loss of the B & V Local  Partnership of  approximately
$913,000  and (ii)  accrued  Non-Mandatory  Interest  charges  of  approximately
$384,000,  and does not include  the receipt of the SHARP  subsidy of the Cobbet
Local  Partnership  in the amount of  approximately  $348,000  or the  principal
amortization on mortgage loans payable of approximately $626,000.

Year Ended March 30, 1997 v. 1996

Registrant's operations for the year ended March 30, 1997 resulted in a net loss
of  approximately  $2,384,000  as  compared  to  a  net  loss  of  approximately
$2,426,000  for the year  ended  March 30,  1996.  The  decrease  in net loss is
primarily  attributable to (i) a decrease in the equity in loss of investment in
Local Partnerships of approximately  $191,000,  which is primarily the result of
an increase in the nonrecognition of losses in excess of Registrant's investment
in  Local  Partnerships  of  approximately  $386,000  (exclusive  of the  losses
incurred from the eminent domain  proceeding and the market value  adjustment in
connection  with the B & V Local  Partnership)  in  accordance  with the  equity
method of  accounting,  partially  offset by (ii) an increase in the expenses of
the  Local  Partnerships,  which in the  aggregate  is  partially  offset  by an
increase in professional fees which is primarily the result of expenses incurred
in  connection  with  the B & V and the B & V Phase  I Local  Partnerships  (see
earlier discussion).

Year Ended March 30, 1996 v. 1995

Registrant's operations for the year ended March 30, 1996 resulted in a net loss
of  approximately  $2,426,000  as  compared  to  a  net  loss  of  approximately
$2,499,000  for the year  ended  March 30,  1995.  The  decrease  in net loss is
primarily  attributable to (i) a decrease in the equity in loss of investment in
Local Partnerships of approximately $79,000, which is primarily the result of an
increase in the nonrecognition of losses in excess of Registrant's investment in
Local  Partnerships  of  approximately  $433,000,  in accordance with the equity
method of  accounting,  partially  offset by (ii) an  increase  in  repairs  and
maintenance  expenses and (iii) an increase in  amortization  expense  resulting
from the  write-off  of  particular  intangible  assets in  connection  with the
mortgage refinancing of certain Local Partnerships.

Inflation

Inflation  is not  expected to have a material  adverse  impact on  Registrant's
operations during its period of ownership of the Local Partnership Interests.






<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations(continued)
        

Recent Accounting Statements Not Yet Adopted

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings per Share"
and SFAS No. 129, "Disclosure of Information about Capital Structure." SFAS
No. 128  provides  accounting  and  reporting  standards  for the amount of
earnings per share.  SFAS No. 129 requires the  disclosure  in summary form
within the financial  statements of the pertinent  rights and privileges of
the  various  securities  outstanding.  SFAS No.  128 and SFAS No.  129 are
effective  for fiscal  years  ending  after  December  15, 1997 and earlier
application is not permitted.

The  implementation  of SFAS  No.  128  and  SFAS  No.  129 is not  expected  to
materially  impact  Registrant's   financial   statements  because  Registrant's
earnings  per share  would not be  significantly  affected  and the  disclosures
regarding  the  capital  structure  in the  financial  statements  would  not be
significantly changed.



<PAGE>

                               AMERICAN TAX CREDIT PROPERTIES L.P.

Item 8. Financial Statements and Supplementary Data


                                        Table of Contents
                                                                          

Independent Auditors' Report.................................................

Balance Sheets as of March 30, 1997 and 1996.................................

Statements of Operations for the years ended March 30, 1997, 1996 and 1995...

Statements of Changes in Partners' Equity (Deficit) for the years ended
     March 30, 1997, 1996 and 1995...........................................

Statements of Cash Flows for the years ended March 30, 1997, 1996 and 1995...

Notes to Financial Statements as of March 30, 1997, 1996 and 1995............




No financial  statement  schedules  are  included  because of the absence of the
conditions  under which they are required or because the information is included
in the financial statements or the notes thereto.



<PAGE>







                                  Independent Auditors' Report



To the Partners
American Tax Credit Properties L.P.

        We have audited the  accompanying  balance sheets of American Tax Credit
Properties  L.P. as of March 30, 1997 and 1996,  and the related  statements  of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 1997.  These financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of American Tax Credit
Properties L.P. as of March 30, 1997 and 1996, and the results of its operations
and cash flows for each of the three years in the period  ended March 30,  1997,
in conformity with generally accepted accounting principles.



/s/ Reznick Fedder and Silverman

Bethesda, Maryland May 8, 1997 (except for Note 10, as to which the date is June
18, 1997)





<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                                          BALANCE SHEETS
                                     MARCH 30, 1997 AND 1996


                                                           Notes          1997             1996
                                                           -----  -----------------------------
ASSETS
<S>                                                        <C>    <C>              <C>

Cash and cash equivalents                                  3,9,10 $      284,108   $      397,120
Investments in bonds available-for-sale                     4,9        2,883,959        3,112,049
Investment in local partnerships                            5,8        7,382,178        9,464,434
Interest receivable                                          9            61,716           66,580
                                                                  ---------------- ----------------

                                                                   $ 10,611,961      $ 13,040,183
                                                                   ============      ============




LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities
  Accounts payable and accrued expenses                     8,9   $       91,237  $        57,961
  Payable to general partner                               6,8,9          43,861           43,861
                                                                  ---------------- ----------------

                                                                         135,098          101,822
                                                                  ---------------  ---------------

Commitments and contingencies                              8,10

Partners' equity (deficit)                                  2,4
  General partner                                                      (262,065)        (238,223)
  Limited partners, $1,000 stated value per unit (41,286
    units of limited partnership interest outstanding)                10,625,435       12,985,812
  Unrealized gain on investments in bonds                                113,493          190,772
                                                                  ---------------  ---------------
    available-for-sale, net

                                                                      10,476,863       12,938,361

                                                                    $ 10,611,961     $ 13,040,183
                                                                    ============     ============
</TABLE>







                                See Notes to Financial Statements.




<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                                     STATEMENTS OF OPERATIONS
                            YEARS ENDED MARCH 30, 1997, 1996 AND 1995




                                               Notes          1997              1996             1995
                                               -----    ----------------  ----------------    ----------
REVENUE
<S>                                          <C>        <C>              <C>               <C>
Interest                                                $    255,496    $      269,591     $    286,748
Other income from local partnerships                           3,697             5,000            2,500
                                                        --------------   ---------------   ---------------

TOTAL REVENUE                                                259,193           274,591          289,248
                                                        ------------     -------------     -------------

EXPENSES

Administration fees                              8           183,723           183,723          183,723
Management fee                                  6,8          175,466           175,466          175,466
Professional fees                                            202,897            72,855           81,932
Printing, postage and other                                   31,570            27,097           27,361
                                                        ---------------  ---------------   --------------

TOTAL EXPENSES                                               593,656           459,141          468,482
                                                        -------------    -------------     -------------

Loss from operations                                        (334,463)         (184,550)        (179,234)

Equity in loss of investment in local            5        (2,049,756)       (2,240,958)      (2,319,646)
                                                         -----------       -----------      ----------- 
partnerships

NET LOSS                                                 $(2,384,219)      $(2,425,508)     $(2,498,880)
                                                         ===========       ===========      =========== 

NET LOSS ATTRIBUTABLE TO                         2
    General partner                                     $    (23,842)   $      (24,255)    $    (24,989)
    Limited partners                                      (2,360,377)       (2,401,253)      (2,473,891)
                                                         -----------       -----------      ----------- 

                                                         $(2,384,219)      $(2,425,508)     $(2,498,880)
                                                         ===========       ===========      =========== 

NET LOSS per unit of limited partnership
    interest (41,286 units of limited
    partnership interest)                               $     (57.17)  $        (58.16)   $      (59.92)
                                                        =============    ==============    ============= 
</TABLE>








                                See Notes to Financial Statements.



<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                       STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                            YEARS ENDED MARCH 30, 1997, 1996 AND 1995



                                                                          Unrealized Gain
                                                                             (Loss) on
                                                                           Investments in
                                                                              Bonds
                                        General Partner     Limited    Available-For-Sale      Total
                                                            Partners          Net
<S>                                     <C>              <C>              <C>               <C>
Partners' equity (deficit), March 30,    $ (188,979)     $ 17,860,956     $                  $ 17,671,977
1994

Net loss                                    (24,989)       (2,473,891)                         (2,498,880)

Unrealized gain on investments in
  bonds available-for-sale, net                                                101,740            101,740
                                        ----------------------------------------------      --------------

Partners' equity (deficit), March 30,      (213,968)       15,387,065          101,740         15,274,837
1995

Net loss                                    (24,255)       (2,401,253)                         (2,425,508)

Change in unrealized gain on
  investments in bonds                                                          89,032             89,032
                                        -----------------------------------------------     ---------------
  available-for-sale, net

Partners' equity (deficit), March 30,      (238,223)       12,985,812          190,772         12,938,361
1996

Net loss                                    (23,842)       (2,360,377)                         (2,384,219)

Change in unrealized gain on
  investments in bonds                                                         (77,279)           (77,279)
                                        -----------------------------------------------     --------------- 
  available-for-sale, net

Partners' equity (deficit), March 30,    $ (262,065)     $ 10,625,435     $    113,493        $ 10,476,863
                                          ==========       ============     ============        ============
1997

</TABLE>










                                See Notes to Financial Statements.



<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                                     STATEMENTS OF CASH FLOWS
                            YEARS ENDED MARCH 30, 1997, 1996 AND 1995



                                                                 1997             1996             1995
                                                            --------------   --------------   ---------
<S>                                                         <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                            $   276,171      $   286,108     $   309,993
Other income from local partnerships                               3,697            5,000           2,500
Cash paid for
    administration fees                                         (183,723)        (183,723)       (183,723)
    management fee                                              (175,466)        (175,466)       (175,466)
    professional fees                                           (184,832)         (66,611)        (78,176)
    printing, postage and other expenses                         (16,359)         (26,876)        (30,005)
                                                            ------------     ------------     ------------ 

Net cash used in operating activities                           (280,512)        (161,568)       (154,877)
                                                             -----------      -----------     ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                        32,500           82,000          86,973
Maturity/redemption of bonds                                     135,000          134,000         427,000
Investment in local partnership                                                                  (140,000)
                                                            --------------------------------------------- 

Net cash provided by investing activities                        167,500          216,000         373,973
                                                             -----------      -----------     -----------

Net increase (decrease) in cash and cash equivalents            (113,012)          54,432         219,096

Cash and cash equivalents at beginning of year                   397,120          342,688         123,592
                                                            ------------     ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                     $   284,108      $   397,120     $   342,688
                                                             ===========      ===========     ===========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds              $    (77,279)    $     89,032     $   101,740
                                                            ============     ============     ===========
    available-for-sale, net


----------------------------------------------------------- ---------------- ---------------- ---------------
See reconciliation of net loss to net cash used in operating  activities on page
22.

</TABLE>






                                See Notes to Financial Statements.



<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                              STATEMENTS OF CASH FLOWS - (Continued)
                            YEARS ENDED MARCH 30, 1997, 1996 AND 1995



                                                               1997             1996             1995
                                                         ---------------- ---------------- ----------
<S>                                                      <C>              <C>              <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES

Net loss                                                 $ (2,384,219)    $ (2,425,508)    $ (2,498,880)

Adjustments to reconcile net loss to net cash used
  in operating activities

  Equity in loss of investment in local partnerships        2,049,756        2,240,958        2,319,646
  Gain on redemption of investments in bonds                                    (2,008)          (7,339)
  available-for-sale
  Amortization of net premium on investments in bonds          32,114           33,043           61,286
  Accretion of zero coupon bonds                              (16,303)         (16,303)         (37,008)
  Increase in accounts payable and accrued expenses            33,276            6,465            1,112
  Decrease in interest receivable                               4,864            1,785            6,306
                                                         ---------------- ---------------- ----------------

NET CASH USED IN OPERATING ACTIVITIES                   $    (280,512)   $    (161,568)   $    (154,877)
                                                         =============    =============    ============= 

</TABLE>















                                See Notes to Financial Statements.



<PAGE>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                                  NOTES TO FINANCIAL STATEMENTS
                                  MARCH 30, 1997, 1996 AND 1995


1.  Organization, Purpose and Summary of Significant Accounting Policies

    American  Tax  Credit  Properties  L.P.  (the  "Partnership")  was formed on
    February  12,  1988  and  the  Certificate  of  Limited  Partnership  of the
    Partnership was filed under the Delaware Revised Uniform Limited Partnership
    Act. There was no operating activity until admission of the limited partners
    on August  19,  1988.  The  Partnership  was formed to invest  primarily  in
    leveraged low-income  multifamily  residential  complexes (the "Property" or
    "Properties")  which qualify for the  low-income  tax credit  established by
    Section  42 of the Tax  Reform Act of 1986 (the  "Low-income  Tax  Credit"),
    through the acquisition of limited  partnership equity interests (the "Local
    Partnership  Interests") in partnerships (the "Local  Partnership" or "Local
    Partnerships")  that are the owners of the  Properties.  The Partnership has
    invested  in  one   Property   which  also   qualifies   for  the   historic
    rehabilitation  tax credit in accordance  with Section 48(g) of the Internal
    Revenue  Code of 1986.  Richman Tax Credit  Properties  L.P.  (the  "General
    Partner") was formed on February 10, 1988 to act as the sole general partner
    of the Partnership.

    Basis of Accounting and Fiscal Year

    The Partnership's  records are maintained on the accrual basis of accounting
    for both  financial  reporting  and tax purposes.  For  financial  reporting
    purposes,  the  Partnership's  fiscal  year ends March 30 and its  quarterly
    periods end June 29,  September 29 and  December 30. The Local  Partnerships
    have a calendar year for financial reporting  purposes.  The Partnership and
    the Local Partnerships each have a calendar year for income tax purposes.

    The  Partnership  accounts  for its  investment  in  Local  Partnerships  in
    accordance  with the equity method of  accounting  (see Note 5), under which
    the  investment  is carried at cost and is  adjusted  for the  Partnership's
    share of the  Local  Partnership's  results  of  operations  and by any cash
    distributions  received.   Equity  in  loss  of  each  investment  in  Local
    Partnership  allocated to the Partnership is recognized to the extent of the
    Partnership's  investment balance in each Local  Partnership.  Any equity in
    loss  in  excess  of  the  Partnership's   investment  balance  in  a  Local
    Partnership  is  allocated  to other  partners'  capital  in each such Local
    Partnership. Previously unrecognized equity in loss of any Local Partnership
    is recognized in the fiscal year in which equity in income is earned by such
    Local Partnership.  Distributions  received subsequent to the elimination of
    an investment  balance for any such Local  Partnership are recorded as other
    income from Local Partnerships.

    Use of Estimates

    The  preparation  of  financial  statements  in  conformity  with  generally
    accepted  accounting  principles  requires  management to make estimates and
    assumptions  that affect the reported  amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements  and the  reported  amounts of revenue  and  expenses  during the
    reporting period. Actual results could differ from those estimates.

    Adoption of Accounting Standard

    On March 31, 1996, the Partnership adopted Statement of Financial Accounting
    Standards ("SFAS") No. 121,  "Accounting for Impairment of Long-Lived Assets
    and for  Long-Lived  Assets to be Disposed  of." SFAS No. 121 requires  that
    long-lived assets and certain indentifiable  intangibles held and used by an
    entity  be  reviewed   for   impairment   whenever   events  or  changes  in
    circumstances  indicate  that the  carrying  amount  of an asset  may not be
    recoverable.  The adoption of SFAS No. 121 has not  materially  affected the
    Partnership's reported earnings, financial condition or cash flows.





<PAGE>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                           NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  MARCH 30, 1997, 1996 AND 1995


1.   Organization, Purpose and Summary of Significant Accounting Policies 
     (continued)

    Cash and Cash Equivalents

    For purposes of the statements of cash flows, the Partnership  considers all
    highly  liquid  investments  purchased  with an  original  maturity of three
    months or less at the date of acquisition to be cash  equivalents.  Cash and
    cash equivalents are stated at cost which approximates market value.

    Investments in Bonds Available-For-Sale

    Investments in bonds classified as available-for-sale  represent investments
    in bonds that the  Partnership  intends to hold for an indefinite  period of
    time but not  necessarily  to maturity.  Any decision to sell an  investment
    classified  as  available-for-sale   would  be  based  on  various  factors,
    including  significant  movements  in interest  rates and  liquidity  needs.
    Investments in bonds  available-for-sale are carried at estimated fair value
    and  unrealized  gains or losses are  reported  as a separate  component  of
    partners' equity (deficit).

    Premium/Discount on Investments

    Premiums  and  discounts  on  investments  in bonds  available-for-sale  are
    amortized  (accreted)  using the  straight-line  method over the life of the
    investment.  Amortized premiums offset interest revenue, while the accretion
    of  discounts  and zero  coupon  bonds are  included  in  interest  revenue.
    Unamortized  premiums and unaccreted discounts of investments redeemed prior
    to maturity are offset against, or included in, interest revenue.

    Gain (Loss) on Redemption or Sale of Investments

    Realized  gain  (loss)  on  redemption  or  sale  of  investments  in  bonds
    available-for-sale  are included in, or offset against,  interest revenue on
    the basis of the adjusted cost of each specific investment redeemed or sold.

    Income Taxes

    No provision  for income taxes has been made because all income,  losses and
    tax credits are allocated to the partners for inclusion in their  respective
    tax returns. In accordance with SFAS No. 109, "Accounting for Income Taxes,"
    the  Partnership  has  included  in Note 7 certain  disclosures  related  to
    differences in the book and tax bases of accounting.

    Reclassifications

    Certain  reclassifications  of  amounts  have  been made to  conform  to the
    current year presentation.

2.  Capital Contributions

    On May 11,  1988,  the  Partnership  commenced  the  offering  of units (the
    "Units") through Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated  (the
    "Selling Agent").  On August 19, 1988 and November 15, 1988, under the terms
    of  the  Amended  and  Restated  Agreement  of  Limited  Partnership  of the
    Partnership  (the  "Partnership  Agreement"),  the General Partner  admitted
    limited  partners to the  Partnership  in two closings.  At these  closings,
    subscriptions  for a total  of  41,286  Units  representing  $41,286,000  in
    limited partners' capital  contributions  were accepted.  In connection with
    the  offering  of Units,  the  Partnership  incurred  registration  costs of
    $1,478,372,  of which  $75,000 was  capitalized  as  organization  costs and
    $1,403,372  was charged to the limited  partners'  equity.  The  Partnership
    received a capital contribution of $100 from the General Partner.

    Net loss is  allocated  99% to the  limited  partners  and 1% to the General
    Partner in accordance with the Partnership Agreement.



<PAGE>
                                 AMERICAN TAX CREDIT PROPERTIES L.P.
                             NOTES TO FINANCIAL STATEMENTS - (Continued)
                                    MARCH 30, 1997, 1996 AND 1995


3.  Cash and Cash Equivalents

    As of  March  30,  1997,  the  Partnership  has  $284,108  in cash  and cash
    equivalents  deposited in  interest-bearing  accounts,  of which $140,675 is
    deposited  with an institution  which is not insured by the Federal  Deposit
    Insurance Corporation.

4.  Investments in Bonds Available-For-Sale

    The  Partnership  carries  its  investments  in bonds as  available-for-sale
    because such investments are used to facilitate and provide  flexibility for
    the Partnership's obligations,  including resolving unforeseen contingencies
    which may arise in connection  with the Local  Partnerships.  Investments in
    bonds available-for-sale are reflected in the accompanying balance sheets at
    estimated fair value.

    As of March 30, 1997, certain  information  concerning  investments in bonds
    available-for-sale is as follows:

        <TABLE>
        <CAPTION>
                                                              Gross          Gross
                                            Amortized      unrealized      unrealized     Estimated
         Description and maturity                 cost         gains         losses           fair
                                                                                           value
         <S>                               <C>            <C>            <C>             <C>
         Corporate debt securities
           Within one year                    $   75,000 $         774  $       --      $       75,774
           After one year through five           183,352            91          (280)          183,163
         years
           After five years through ten          985,179           170       (20,292)          965,057
         years
           After ten years                       101,467          --          (6,940)           94,527
                                           -------------- ---------------------------    ---------------

                                               1,344,998          1,035      (27,512)        1,318,521
                                           -------------  -------------  -----------     -------------

         U.S. Treasury debt securities
           Within one year                        53,000            182            --           53,182
           After one year through five           510,635         57,915            --          568,550
         years
           After five years through ten          663,945        103,839            --          767,784
                                           -------------- -------------    ----------------------------
         years

                                               1,227,580        161,936            --         1,389,516
                                           -------------  -------------    ----------------------------

         U.S. government and agency
         securities
           After ten years                       197,888          --          (21,966)          175,922
                                           -------------- ----------------------------   --------------

                                            $  2,770,466     $  162,971     $ (49,478)     $  2,883,959
                                            =============     ==========     ============   ============
        </TABLE>


<PAGE>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                           NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  MARCH 30, 1997, 1996 AND 1995


4.  Investments in Bonds Available-For-Sale (continued)

    As of March 30, 1996, certain  information  concerning  investments in bonds
    available-for-sale is as follows:

        <TABLE>
        <CAPTION>
                                                              Gross          Gross
                                             Amortized     unrealized      unrealized      Estimated
         Description and maturity                 cost         gains         losses           fair
                                                                                            value
         <S>                               <C>            <C>            <C>             <C>
         Corporate debt securities
           Within one year                 $     90,548  $         898  $       (506)   $      90,940
           After one year through five          263,344          2,397         --             265,741
         years
           After five years through ten         641,984          1,052        (22,167)        620,869
         years
           After ten years                      454,720          7,664        (7,444)         454,940
                                           -------------  -------------  ------------    -------------

                                              1,450,596         12,011       (30,117)       1,432,490
                                           ------------   ------------   -----------     ------------

         U.S. Treasury debt securities
           Within one year                       44,998            100         --              45,098
           After one year through five          185,574         10,973         --             196,547
         years
           After five years through ten       1,058,525        208,372         --           1,266,897
                                           ------------   ------------   ----------------------------
         years

                                              1,289,097        219,445              --      1,508,542
                                           ------------   ------------   ----------------------------

         U.S. government and agency
         securities
           After ten years                      181,584             --       (10,567)         171,017
                                           -------------  ---------------------------    -------------

                                            $ 2,921,277    $   231,456   $   (40,684)     $ 3,112,049
                                            ===========    ===========    ===========      ===========
        </TABLE>


5.  Investment in Local Partnerships

    As of March 30, 1997, the Partnership owns a limited partnership interest in
    the following Local Partnerships:

    <TABLE>
    <CAPTION>
    <S>   <C>
      1.  4611 South Drexel Limited Partnership;
      2.  B & V, Ltd. (the "B & V Local Partnership");
      3.  B & V Phase I, Ltd. (the "B & V Phase I Local Partnership");
      4.  Blue Hill Housing Limited Partnership;
      5.  Cityside Apartments, L.P.;
      6.  Cobbet Hill Associates Limited Partnership (the "Cobbet Local Partnership");
      7.  Dunbar Limited Partnership;
      8.  Dunbar Limited Partnership No. 2;
      9.  Erie Associates Limited Partnership (the "Erie Local Partnership");
     10.  Federal Apartments Limited Partnership;
     11.  Golden Gates Associates;
     12.  Grove Park Housing, A California Limited Partnership;
     13.  Gulf Shores Apartments Ltd.;
     14.  Hilltop North Associates, A Virginia Limited Partnership;
     15.  Madison-Bellefield Associates;
     16.  Pine Hill Estates Limited Partnership;
     17.  Santa Juanita Limited Dividend Partnership L.P. (the "Santa Juanita Local
          Partnership");
     18.  Vista del Mar Limited Dividend Partnership L.P.; and
     19.  Winnsboro Homes Limited Partnership.

    </TABLE>



<PAGE>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                           NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    Although the  Partnership  generally  owns a 98.9%-99%  limited  partnership
    interest in the Local Partnerships,  the Partnership and American Tax Credit
    Properties  II L.P.  ("ATCP  II"),  a Delaware  limited  partnership  and an
    affiliate of the  Partnership,  together,  in the aggregate,  acquired a 99%
    Local  Partnership  Interest in the Santa  Juanita  Local  Partnership;  the
    ownership  percentages of the  Partnership  and ATCP II of the Santa Juanita
    Local Partnership are 34.64% and 64.36%, respectively.

    The  Properties  are  principally  comprised  of  subsidized  and  leveraged
    low-income  multifamily  residential complexes located throughout the United
    States and Puerto Rico. The required  holding  period of each  Property,  in
    order to avoid  Low-income Tax Credit  recapture,  is fifteen years from the
    year in which the  Low-income  Tax Credits  commence on the last building of
    the Property (the  "Compliance  Period").  The rents of the  Properties  are
    controlled by federal and state  agencies  pursuant to  applicable  laws and
    regulations  (see Note 8).  Under the  terms of each of the  nineteen  Local
    Partnership's   partnership   agreements,   the  Partnership   made  capital
    contributions  in the aggregate  amount of  $34,510,290.  As of December 31,
    1996,  the  Local  Partnerships  have  outstanding  mortgage  loans  payable
    totaling  approximately  $83,114,000  and accrued  interest  payable on such
    loans  totaling  approximately  $5,015,000,  which are  secured by  security
    interests and liens common to mortgage loans on the Local Partnerships' real
    property and other assets.

    Equity  in loss of  investment  in  Local  Partnerships  is  limited  to the
    Partnership's  investment balance in each Local  Partnership;  any excess is
    applied to other partners'  capital in any such Local  Partnership (see Note
    1). The amount of such excess losses applied to other partners'  capital was
    $7,714,573, $2,520,695 and $2,088,012 for the years ended December 31, 1996,
    1995 and 1994,  respectively,  as reflected in the  combined  statements  of
    operations of the Local Partnerships reflected herein Note 5.

    The combined  balance  sheets of the Local  Partnerships  as of December 31,
    1996  and  1995 and the  combined  statements  of  operations  of the  Local
    Partnerships  for the  years  ended  December  31,  1996,  1995 and 1994 are
    reflected on pages 28 and 29, respectively.




<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                           NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    The combined  balance  sheets of the Local  Partnerships  as of December 31, 1996 and 1995 are
    as follows:


                                                                          1996               1995
                                                                   ------------------ -----------
     ASSETS
     <S>                                                           <C>                <C>
     Cash and other investments                                    $   1,218,425      $  1,304,492
     Rental receivable                                                   260,272           165,626
     Escrow deposits and reserves                                      3,133,429         3,640,218
     Land                                                              4,416,035         4,476,955
     Buildings and improvements (net of accumulated
       depreciation of $31,649,149 and $27,836,776)                   80,294,613        88,484,487
     Intangible assets (net of accumulated amortization of
       $836,753 and $736,962)                                          1,929,248         2,029,039
     Other                                                               965,578           862,904
                                                                   -------------      -------------

                                                                    $ 92,217,600     $ 100,963,721
                                                                    ============      =============
     LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

     Liabilities

       Accounts payable and accrued expenses                       $   1,267,704       $  1,175,581
       Due to related parties                                          5,291,779          5,144,533
       Mortgage loans                                                 83,114,342         83,354,276
       Notes payable                                                   1,009,368          1,017,151
       Accrued interest                                                5,014,588          3,744,233
       Other                                                           2,034,144          2,103,775
                                                                   -------------      --------------

                                                                      97,731,925         96,539,549
     Partners' equity (deficit)

       American Tax Credit Properties L.P.
         Capital contributions, net of distributions                  33,971,389          34,007,639
         Cumulative loss                                             (26,575,461)        (24,525,705)
                                                                    ------------      -------------- 

                                                                       7,395,928           9,481,934
                                                                   --------------     ----------------
       General partners and other limited partners, including
       ATCP II
         Capital contributions, net of distributions                     361,046             362,230
         Cumulative loss                                             (13,271,299)         (5,419,992)
                                                                   -------------      ---------------- 

                                                                     (12,910,253)         (5,057,762)
                                                                   -------------      ---------------- 

                                                                      (5,514,325)          4,424,172
                                                                   --------------     ----------------

                                                                   $  92,217,600       $ 100,963,721
                                                                   =============       =============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                               AMERICAN TAX CREDIT PROPERTIES L.P.
                           NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    The combined  statements  of operations  of the Local  Partnerships  for the
    years ended December 31, 1996, 1995 and 1994 are as follows:


                                                    1996                1995                1994
                                              ----------------    ----------------    ----------
     REVENUE
     <S>                                     <C>                 <C>                 <C>
     Rental                                    $ 16,043,472        $ 15,588,130        $ 14,904,622
     Interest and other                             313,515             388,854             349,926
                                             ---------------     ---------------     ---------------

     TOTAL REVENUE                               16,356,987          15,976,984          15,254,548
                                              -------------       -------------       -------------

     EXPENSES

     Administrative                               2,471,642           2,343,712           2,263,812
     Utilities                                    1,318,995           1,273,740           1,264,942
     Operating, maintenance and other             3,596,884           3,358,571           3,020,721
     Taxes and insurance                          2,231,678           1,916,594           1,815,880
     Interest (including amortization of
       $99,791, $179,525 and $108,060)            7,807,923           7,951,364           7,579,510
     Depreciation                                 4,022,559           3,970,278           3,879,964
     Loss from eminent domain proceeding            897,770
     Loss from impairment of long-lived           3,910,599
        assets

     TOTAL EXPENSES                              26,258,050          20,814,259          19,824,829
                                              -------------       -------------       -------------

     NET LOSS                                  $ (9,901,063)       $ (4,837,275)       $ (4,570,281)
                                               ============        ============        ============ 

     NET LOSS ATTRIBUTABLE TO
        American Tax Credit Properties L.P.    $ (2,049,756)       $ (2,240,958)       $ (2,319,646)
        
        General  partners and other limited  
         partners,  including ATCP II, which
         includes  specially  allocated  items  
         of  income  to  certain  general
         partners of $10,487,  $31,511 and 
         $71,252,  and $7,714,573,  $2,520,695
         and $2,088,012 of American Tax
         Credit Properties L.P. loss in
         excess of investment
                                                 (7,851,307)         (2,596,317)         (2,250,635)
                                               -------------       -------------       ------------- 
         
         

                                               $ (9,901,063)       $ (4,837,275)       $ (4,570,281)
                                                ============        ============        ============ 
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                     AMERICAN TAX CREDIT PROPERTIES L.P.
                                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                                        MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    Investment  activity  with  respect to each Local  Partnership  for the year
    ended March 30, 1997 is as follows:

                                                                                        Cash
                                                                         Cash       distribution
                                      Investment   Partnership's     distributions classified as    Investment
                                       in Local      equity in         received     other income     in Local
                                     Partnership     loss for         during the     during the    Partnership
                                      balance as     the year         year ended     year ended     balance as
     Name of Local Partnership        of March         ended          March 30,      March 30,      of March
                                       30, 1996    December 31,1996      1997           1997         30, 1997
                                                          

     <S>                             <C>           <C>               <C>           <C>             <C>
     4611 South Drexel Limited       $   --       $ --               $  --         $    --       $    --
       Partnership
     B & V, Ltd.                         --         --       (2)        --              --            --
     B & V Phase I, Ltd.                 --         --       (2)        --              --            --
     Blue Hill Housing Limited        2,318,974    (315,711)           (5,000)          --         1,998,263
       Partnership
     Cityside Apartments, L.P.        3,050,781    (533,127)           (5,000)          --         2,512,654
     Cobbet Hill Associates
       Limited Partnership               --         --       (2)        --              --            --
     Dunbar Limited Partnership         188,534    (156,417)           (2,500)          --            29,617
     Dunbar Limited Partnership         239,102    (236,602) (1)       (2,500)          --            --
       No. 2
     Erie Associates Limited            316,392     (98,424)            --              --           217,968
       Partnership
     Federal Apartments Limited          81,022     (81,022) (1)        --              --            --
       Partnership
     Golden Gates Associates             --         --       (2)        --              --            --
     Grove Park Housing, A
       California Limited                --         --       (2)        --              --            --
       Partnership
     Gulf Shores Apartments Ltd.         --         --       (2)       (3,697)          3,697         --
     Hilltop North Associates, A
       Virginia Limited Partnership     858,928    (102,864)            --              --           756,064
     Madison-Bellefield Associates      837,465     (50,245)           (5,000)          --           782,220
     Pine Hill Estates Limited           62,254     (52,254) (1)      (10,000)          --            --
       Partnership
     Santa Juanita Limited
       Dividend Partnership L.P.        150,880     (24,150)             --             --           126,730
     Vista del Mar Limited
       Dividend Partnership L.P.      1,293,123    (360,928)             --             --           932,195
     Winnsboro Homes Limited             66,979     (38,012)           (2,500)          --            26,467
                                     ------------- ----------       ------------------------------------------
       Partnership

                                    $ 9,464,434  $(2,049,756)     $   (36,197)     $ 3,697      $  7,382,178
                                    ===========   ============      ===========================   ============
</TABLE>


----------------------------------------------------------------------------
    (1) The Partnership's equity in loss of an investment in a Local Partnership
        is limited to the remaining investment balance.
    (2) Additional  equity  in  loss  of  investment  is  not  allocated  to the
        Partnership until equity in income is earned.




<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    Investment  activity  with  respect to each Local  Partnership  for the year
    ended March 30, 1996 is as follows:

                                                                                        Cash
                                                   Partnership's         Cash       distribution
                                      Investment     equity in       distributions   classified     Investment
                                       in Local    income (loss)       received       as other       in Local
                                     Partnership        for           during the       income      Partnership
                                      balance as      the year        year ended     during the     balance as
     Name of Local Partnership        of March         ended           March 30,     year ended     of March
                                       30, 1995     December 31,1995     1996       March 30,1996   30, 1996
                                                                                      
                                                   ---------------------            -----------
     <S>                             <C>           <C>               <C>            <C>            <C>
     4611 South Drexel Limited       $   46,818 $      (46,818)     $          --  $      --       $     --
       Partnership                                               (1)
     B & V, Ltd.                          --        --           (2)         --           --             --
     B & V Phase I, Ltd.                  64,618       (64,618)  (1)         --           --             --
     Blue Hill Housing Limited         2,637,800      (316,326)          (2,500)          --          2,318,974
       Partnership
     Cityside Apartments, L.P.         3,489,721      (438,940)               --          --          3,050,781
     Cobbet Hill Associates
       Limited Partnership                 --         --         (2)          --          --             --
     Dunbar Limited Partnership          295,251      (104,217)          (2,500)          --            188,534
     Dunbar Limited Partnership          446,184      (204,582)          (2,500)          --            239,102
       No. 2
     Erie Associates Limited             408,960       (90,068)          (2,500)          --            316,392
       Partnership
     Federal Apartments Limited          467,556      (381,534)          (5,000)          --             81,022
       Partnership
     Golden Gates Associates               --           --       (2)     (5,000)         5,000            --
     Grove Park Housing, A
       California Limited                  --           --       (2)          --           --             --
       Partnership
     Gulf Shores Apartments Ltd.          40,421       (40,421)  (1)          --           --             --
     Hilltop North Associates, A
       Virginia Limited Partnership      960,244       (51,816)         (49,500)           --          858,928
     Madison-Bellefield Associates       824,261        18,204           (5,000)           --          837,465
     Pine Hill Estates Limited           156,799       (84,545)         (10,000)           --           62,254
       Partnership
     Santa Juanita Limited
       Dividend Partnership L.P.         179,363       (28,483)             --             --          150,880
     Vista del Mar Limited
       Dividend Partnership L.P.       1,654,830      (361,707)             --             --        1,293,123
     Winnsboro Homes Limited             114,566       (45,087)          (2,500)           --           66,979
                                     ------------- -------------     ------------   ----------------------------
       Partnership

                                     $11,787,392   $(2,240,958)      $  (87,000)    $      5,000   $ 9,464,434
                                     ===========   ===========       ==========     ============   ===========
</TABLE>


-------------------------------------------------------------------------------
    (1) The Partnership's equity in loss of an investment in a Local Partnership
        is limited to the remaining investment balance.
    (2) Additional  equity  in  loss  of  investment  is  not  allocated  to the
        Partnership until equity in income is earned.




                                                   
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    Investment  and capital  contribution  activity  with  respect to each Local
    Partnership for the year ended March 30, 1995 is as follows:

                                                                                             Cash
                                                                                Cash      distribution
                               Investment                   Partnership's   distributions classified     Investment
                                in Local     Investment     equity in loss    received     as other       in Local
                               Partnership   during the      for the year    during the     income       Partnership
                               balance as    year ended         ended        year ended   during the      balance as
                                of March      March 30,      December 31,     March 30,   year ended     of March 30,
     Name of Local Partnership   30,1994          1995             1994           1995     March 30,1995        1995
     ------------------------- ----------   -------------  -------------------------------- ------------   ---------
                                                                                         
                                                                            
     <S>                       <C>          <C>            <C>               <C>          <C>          <C>
     4611 South Drexel
       Limited Partnership     $    99,124 $       --    $      (52,306)      $     --        $   --     $  46,818
     B & V, Ltd.                   190,105         --          (190,105) (1)        --            --            --
     B & V Phase I, Ltd.             --         140,000         (75,382)            --            --        64,618
     Blue Hill Housing
       Limited Partnership       2,883,716         --          (245,916)            --            --     2,637,800
     Cityside Apartments, L.P.   3,966,475         --          (474,254)           (2,500)        --     3,489,721
     Cobbet Hill Associates
       Limited Partnership           --            --           --       (2)         --           --          --
     Dunbar Limited                456,685         --          (158,934)           (2,500)        --       295,251
       Partnership
     Dunbar Limited
       Partnership                 550,573         --          (101,889)           (2,500)        --       446,184
       No. 2 
     Erie Associates Limited
       Partnership                 446,772         --           (35,312)           (2,500)        --       408,960
     Federal Apartments
       Limited Partnership         864,238         --          (396,682)            --            --       467,556
     Golden Gates Associates          --           --           --       (2)       (2,500)      2,500         --
     Grove Park Housing, A
       California Limited           49,425         --           (49,425) (1)        --            --          --
       Partnership
     Gulf Shores Apartments         86,358         --           (39,459)           (6,478)        --        40,421
       Ltd.
     Hilltop North
       Associates, A Virginia    1,014,844         --            (6,605)          (47,995)        --       960,244
       Limited Partnership
     Madison-Bellefield            929,452         --          (100,191)           (5,000)        --       824,261
       Associates
     Pine Hill Estates
       Limited Partnership         247,200         --           (80,401)          (10,000)        --       156,799
     Santa Juanita Limited
       Dividend Partnership        197,856         --           (18,493)            --            --       179,363
       L.P.
     Vista del Mar Limited
       Dividend Partnership      1,826,496         --          (171,666)            --            --     1,654,830
       L.P.
     Winnsboro Homes Limited
       Partnership                 244,692         --          (122,626)          (7,500          --       114,566
                               --------------------------- --------------    ---------------------------------------

                               $14,054,011    $ 140,000    $ (2,319,646)     $   (89,473) $     2,500  $11,787,392
                               ===========    =========    ============      ===========  ===========  ===========
</TABLE>

-------------------------------------------------------------------------------
    (1) The Partnership's equity in loss of an investment in a Local Partnership
        is limited to the remaining investment balance.
    (2) Additional  equity  in  loss  of  investment  is not  allocated  to the
        Partnership until equity in income is earned.



<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995

5.  Investment in Local Partnerships (continued)

    Property  information for each Local  Partnership as of December 31, 1996 is
    as follows:

    <TABLE>
    <CAPTION>

                                                        Mortgage                    Buildings     Accumulated
     Name of Local Partnership                       loans payable       Land          and        depreciation
                                                                                  improvements
     -----------------------------------------------
     <S>                                             <C>             <C>          <C>            <C>
     4611 South Drexel Limited Partnership           $ 1,369,445    $   64,408  $   1,756,833  $     (424,433)
     B & V, Ltd.                                       5,515,812       340,300      2,694,281      (1,049,147)
     B & V Phase I, Ltd.                               2,638,947       190,830      2,758,628        (741,130)
     Blue Hill Housing Limited Partnership             6,552,669       111,325     10,754,736      (3,019,650)
     Cityside Apartments, L.P.                         7,865,491       131,591     13,785,799      (3,675,441)
     Cobbet Hill Associates Limited Partnership       13,664,829       504,683     16,011,825      (4,743,438)
     Dunbar Limited Partnership                        4,007,852       117,126      5,583,060      (1,600,232)
     Dunbar Limited Partnership No. 2                  4,589,191       131,920      6,339,575      (1,869,853)
     Erie Associates Limited Partnership                 914,034        34,844      1,760,397        (561,621)
     Federal Apartments Limited Partnership            5,325,464       279,750      8,359,373      (2,357,531)
     Golden Gates Associates                           4,656,086        29,585      5,818,392      (1,793,729)
     Grove Park Housing, A California Limited          6,928,577       956,952      7,676,667      (1,986,200)
       Partnership
     Gulf Shores Apartments Ltd.                       1,492,554       172,800      1,750,427        (542,921)
     Hilltop North Associates, A Virginia Limited
       Partnership                                     3,335,611       240,514      4,771,684      (1,143,470)
     Madison-Bellefield Associates                     3,652,737       245,000      5,515,361      (1,571,950)
     Pine Hill Estates Limited Partnership             2,472,686        40,000      3,842,116      (1,027,128)
     Santa Juanita Limited Dividend Partnership        1,521,268       228,718      2,320,159        (603,379)
       L.P.
     Vista del Mar Limited Dividend Partnership        5,376,868       565,689      8,640,411      (2,472,761)
       L.P.
     Winnsboro Homes Limited Partnership               1,234,221        30,000      1,804,038        (465,135)
                                                     --------------  ------------------------------------------ 

                                                     $ 83,114,342  $ 4,416,035   $111,943,762     $(31,649,149)
                                                     ============  ===========   ============     ============ 
    </TABLE>

    Property  information for each Local  Partnership as of December 31, 1995 is
    as follows:

    <TABLE>
    <CAPTION>
                                                        Mortgage                    Buildings     Accumulated
     Name of Local Partnership                       loans payable       Land          and        depreciation
                                                                                  improvements
     -----------------------------------------------
     <S>                                             <C>             <C>          <C>            <C>
     4611 South Drexel Limited Partnership          $  1,378,616    $   64,408  $   1,756,833 $      (360,517)
     B & V, Ltd.                                       5,545,119       401,220      7,931,322      (1,259,333)
     B & V Phase I, Ltd.                               2,638,947       190,830      2,758,628        (636,997)
     Blue Hill Housing Limited Partnership             6,575,760       111,325     10,754,736      (2,626,074)
     Cityside Apartments, L.P.                         7,922,111       131,591     13,785,799      (3,171,904)
     Cobbet Hill Associates Limited Partnership       13,449,324       504,683     15,970,046      (4,156,164)
     Dunbar Limited Partnership                        4,016,519       117,126      5,517,187      (1,395,320)
     Dunbar Limited Partnership No. 2                  4,598,856       131,920      6,339,575      (1,634,239)
     Erie Associates Limited Partnership                 928,022        34,844      1,760,397        (498,071)
     Federal Apartments Limited Partnership            5,393,144       279,750      8,297,309      (2,037,388)
     Golden Gates Associates                           4,669,861        29,585      5,813,505      (1,585,439)
     Grove Park Housing, A California Limited          6,952,566       956,952      7,661,757      (1,707,189)
       Partnership
     Gulf Shores Apartments Ltd.                       1,495,054       172,800      1,750,427        (478,794)
     Hilltop North Associates, A Virginia Limited
       Partnership                                     3,358,811       240,514      4,700,034      (1,011,964)
     Madison-Bellefield Associates                     3,720,055       245,000      5,415,347      (1,344,217)
     Pine Hill Estates Limited Partnership             2,516,299        40,000      3,842,116        (869,563)
     Santa Juanita Limited Dividend Partnership        1,532,327       228,718      2,190,094        (516,270)
       L.P.
     Vista del Mar Limited Dividend Partnership        5,407,880       565,689      8,272,113      (2,151,238)
       L.P.
     Winnsboro Homes Limited Partnership               1,255,005        30,000      1,804,038        (396,095)
                                                     --------------  ----------------------------------------- 

                                                    $ 83,354,276   $ 4,476,955   $116,321,263    $(27,836,776)
                                                     ============    ===========  ============   ============ 
    </TABLE>



<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    The summary of property  activity during the year ended December 31, 1996 is
    as follows:

                                                           Net change
                                  Balance as of      during the year ended        Balance as of
                                December 31, 1995      December 31, 1996        December 31, 1996
                                -----------------    ---------------------      -----------------

     <S>                      <C>                    <C>                     <C>

     Land                   $       4,476,955      $          (60,920)      $        4,416,035
     Buildings and                116,321,263              (4,377,501)             111,943,762
                              ---------------        ----------------         ----------------
     improvements
                                  120,798,218              (4,438,421)             116,359,797
     Accumulated                  (27,836,776)             (3,812,373)             (31,649,149)
                              ----------------       ----------------         ---------------- 
     depreciation

                              $     92,961,442        $    (8,250,794)        $     84,710,648
                              ================        ===============         ================

</TABLE>

    The  Partnership  acquired a 99% limited  partnership  interest in the B & V
    Local  Partnership,  a 190-unit  complex  located in  Homestead,  Florida in
    December 1988. In August 1992, much of Homestead,  Florida was devastated by
    Hurricane  Andrew  and the  property  owned  by the B & V Local  Partnership
    sustained  substantial  damage.  The damage to the  complex  was  covered by
    property  insurance  and the B & V Local  Partnership  was covered by rental
    interruption insurance. It was the intention of the local general partner of
    the B & V Local  Partnership to reconstruct  the complex,  and thus preserve
    the Low-income Tax Credits. However, delays in the rebuilding of the complex
    occurred  due  to  disagreements   with  the  insurance  company  concerning
    selection  of the  contractor  and the  costs to  rebuild  the  complex.  In
    addition,  the insurance carrier ceased making rental interruption insurance
    payments and  subsequently  the lender declared a default.  While conducting
    repairs,  which  included  completing  52 rental  units which were placed in
    service, the B & V Local Partnership undertook significant efforts to effect
    a workout with the lender and cause the insurance  company and contractor to
    perform  under their  obligations  to rebuild the  complex,  which  included
    reorganization  plans,  bankruptcy  proceedings,   binding  arbitration  and
    voluntary  nonbinding  mediation.  Despite such efforts, the complex lost 32
    rental units  pursuant to a quick-take  eminent  domain  proceeding in April
    1996 and the remainder of the complex was ultimately lost in April 1997 when
    the Bankruptcy Court ordered title transfer of the property.

    In  December  1996,  in  connection  with  the  bankruptcy  and  foreclosure
    proceedings  surrounding the B & V Local  Partnership,  the Bankruptcy Court
    determined  the value of the property  owned by the B & V Local  Partnership
    whereby the appraised value of the property was  $1,898,600,  which resulted
    in the  recognition  of an  impairment  loss of  $3,910,599  included in the
    combined  statement of  operations  of the Local  Partnerships  for the year
    ended December 31, 1996. The Partnership's  investment  balance in the B & V
    Local  Partnership,  after the cumulative equity losses,  became zero during
    the year ended March 30, 1995.  Accordingly,  the aforementioned  impairment
    had no effect on the financial position, results of operations or cash flows
    of the Partnership.

    As part of the overall plan and  arrangement  with the Local General Partner
    of the B & V Local  Partnership  (see  discussion  above),  the  Partnership
    acquired  a 98%  limited  partnership  interest  in the B & V  Phase I Local
    Partnership,  which owns a 97-unit,  Section 8  assisted  apartment  complex
    located in Homestead,  Florida, from principals of the local general partner
    of the B & V Local  Partnership  during the year ended March 30,  1995.  The
    purpose of acquiring an interest in the B & V Phase I Local  Partnership was
    to mitigate  potential  adverse  consequences  of a loss of  Low-income  Tax
    Credits in the event that the  rebuilding of the apartment  complex owned by
    the B & V Local  Partnership  was not  completed.  Under  the  terms  of the
    limited partnership  agreement between the Partnership and the B & V Phase I
    Local  Partnership,  the Partnership  made its full capital  contribution of
    $140,000 in October 1994 with total  Low-income  Tax Credits  expected to be
    allocated  to  the  Partnership   over  the  period  1994  through  1998  of
    approximately  $499,000.  Prior to the acquisition,  the B & V Phase I Local
    Partnership





<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.  Investment in Local Partnerships (continued)

    was also damaged by Hurricane  Andrew in August 1992. Since May 1, 1996, all
    97 of the rental units were complete and occupied.  Under an agreement  with
    the lender,  the B & V Phase I Local Partnership was to commence paying debt
    service  in  January  1995  which was to  coincide  with the  completion  of
    construction.  However,  due to construction delays, the B & V Phase I Local
    Partnership  had not commenced  making such payments.  The lender declared a
    default  under the terms of the mortgage and, on December 9, 1996 the lender
    commenced a foreclosure action. On January 14, 1997, by agreement of the B &
    V Phase I Local  Partnership  and the  lender,  the  Circuit  Court for Dade
    County issued an order directing the B & V Phase I Local Partnership to make
    mortgage  payments  to  the  lender  accruing  since  December  1996  and to
    thereafter make monthly mortgage  payments to the lender.  The B & V Phase I
    Local  Partnership  has complied  with this order and all payments  accruing
    since  December  1996 through June 1997 have been made. On April 18, 1997, a
    motion for summary judgment in the lender's foreclosure action was scheduled
    to be heard. However, on April 17, 1997, the B & V Phase I Local Partnership
    filed a Chapter 11 Bankruptcy  Petition  with the United  States  Bankruptcy
    Court,  District of Connecticut,  Bridgeport Division. As of April 25, 1997,
    the lender  filed a motion  seeking to change the venue for this case to the
    Southern District of Florida. Subsequently,  hearings were held in order for
    the Bankruptcy Court to consider the lender's motion. In the course of these
    hearings,  the  lender  and the B & V Phase I Local  Partnership  reached  a
    tentative  agreement whereby the lender would withdraw its request to change
    venue and the B & V Phase I Local  Partnership  would agree to submit to the
    Bankruptcy  Court a plan providing  for,  among other things,  a schedule of
    buy-out  prices to be paid to the  lender at future  designated  dates.  The
    Bankruptcy  Court has not yet ruled on either  the  requested  relief or the
    proposed  settlement  plan.  Provided that the Bankruptcy  Court accepts the
    proposed  settlement  plan  and the B & V Phase I Local  Partnership  is not
    required  to make debt  service  payments in excess of current  levels,  the
    Partnership  does not anticipate an  interruption  in Low-income Tax Credits
    allocated  from the B & V Phase I Local  Partnership  through  December  31,
    1997.

    The  local  general  partner  of the B & V  Phase I  Local  Partnership  has
    transferred its 1% general partner  interest to an unrelated third party and
    transferred  its  1%  limited  partner  interest  to  the  Partnership.  The
    Partnership's  investment  balance  in the B & V Phase I Local  Partnership,
    after the cumulative equity losses,  became zero during the year ended March
    30, 1996.

    The Erie Local Partnership is operating  pursuant to an amended and restated
    note (the "Amended  Note") dated  December 1, 1994 which matures on December
    31, 1997. The original financing called for mandatory debt service of $7,647
    per month, while the Amended Note requires monthly mandatory debt service of
    $5,883. The Local General Partners of the Erie Local Partnership report that
    the Erie Local  Partnership  is several months in arrears under the terms of
    the Amended  Note,  that a default has been  declared by the lender and that
    discussions  are  currently  being  held with the  lender in an  attempt  to
    restructure the loan.




<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


6.  Transactions with General Partner and Affiliates

    For the years ended March 30,  1997,  1996 and 1995,  the  Partnership  paid
    and/or  incurred  the  following  amounts  to  the  General  Partner  and/or
    affiliates in connection with services provided to the Partnership:

    <TABLE>
    <CAPTION>
                                                               Years Ended March 30,
                                                          
                                                      1997                 1996                1995
                                              -------------------- --------------------------------
                                                     Paid/               Paid/                Paid/
                                                   incurred             incurred            incurred
     <S>                                      <C>                  <C>                 <C>
     Management fee (see Note 8)                  $175,466/           $175,466/            $175,466/
                                                   175,466             175,466              175,466

    </TABLE>

    For the years ended December 31, 1996, 1995 and 1994, the Local Partnerships
    paid and/or  incurred the following  amounts to the General  Partner  and/or
    affiliates in connection with services provided to the Local Partnerships:

    <TABLE>
    <CAPTION>
                                                                  Years Ended December 31,
                                                           
                                                      1996                1995                 1994
                                              ---------------------------------------- ------------
                                               Paid (received)/    Paid (received)/     Paid (received)/
                                                   incurred            incurred             incurred
     <S>                                      <C>                 <C>                  <C>
     Property development fees                $     --/             $   74,900/          $   19,423/
                                                  --                   --                   --

     Property management fees                     151,033/             152,220/              94,836/
                                                  157,983              142,925              181,157

     Insurance                                    195,321/             162,419/              95,981/
                                                  202,343              149,673               95,981

     Advance                                      --                    (2,500)             (19,423)
    </TABLE>

    The property development fees were capitalized by the Local Partnerships.



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


7.  Taxable Loss

    A reconciliation of the financial  statement net loss of the Partnership for
    the years ended March 30, 1997, 1996 and 1995 to the tax return net loss for
    the years ended December 31, 1996, 1995 and 1994 is as follows:

    <TABLE>
    <CAPTION>
                                                        1997                 1996                1995
                                                 -----------------    -----------------   -----------
     <S>                                         <C>                 <C>                  <C>
     Financial   statement  net  loss  for  the
        years  ended March 30,  1997,  1996 and   $ (2,384,219)        $ (2,425,508)        $ (2,498,880)
        1995

     Add (less) net transactions occurring between:
        January 1, 1994 to March 30, 1994               --                   --                  (39,398)
        January 1, 1995 to March 30, 1995               --                  (52,025)              52,025
        January 1, 1996 to March 30, 1996              (40,146)              40,146               --
        January 1, 1997 to March 30, 1997              112,344                  --                   --
                                                 -------------       -----------------    -------------

     Adjusted financial statement net loss
       for the years ended December 31,
       1996, 1995 and 1994                          (2,312,021)          (2,437,387)          (2,486,253)

     Differences arising from equity in loss
       of investment in Local Partnerships          (3,435,403)          (1,981,297)          (1,949,078)

     Other differences                                  (7,010)             (11,755)               6,204
                                                 --------------      --------------       --------------

     Tax return net loss for the years
       ended December 31, 1996, 1995 and          $ (5,754,434)        $ (4,430,439)        $ (4,429,127)
                                                  ============         ============         ============ 
       1994

    </TABLE>


    The differences  between the equity in the investment in Local  Partnerships
    for tax return and financial  reporting purposes as of December 31, 1996 and
    1995 are as follows:

    <TABLE>
    <CAPTION>
                                                           1996              1995
                                                      -------------     ---------
      <S>                                            <C>               <C>
      Investment in Local Partnerships - financial    $ 7,395,928       $ 9,481,934
      reporting
      Investment in Local Partnerships - tax             (705,874)        4,816,757
                                                      -----------       -----------

                                                      $ 8,101,802       $ 4,665,177
                                                      ===========       ===========
    </TABLE>




<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


8.  Commitments and Contingencies

    Pursuant to the  Partnership  Agreement,  the Partnership is required to pay
    the  General  Partner an annual  management  fee  ("Management  Fee") in the
    amount of $175,466 for its services in connection with the management of the
    affairs of the Partnership, subject to certain provisions of the Partnership
    Agreement. The Partnership incurred a Management Fee of $175,466 for each of
    the three years ended March 30, 1997. An unpaid Management Fee in the amount
    of $43,861 is  recorded  as payable to general  partner in the  accompanying
    balance sheets as of March 30, 1997 and 1996.

    In addition,  pursuant to the  Partnership  Agreement,  the  Partnership  is
    required to pay ML Fund  Administrators  Inc.,  an  affiliate of the Selling
    Agent, an annual administration fee ("Administration  Fee") in the amount of
    $152,758  and  an  annual   additional   administration   fee   ("Additional
    Administration  Fee")  in the  amount  of  $30,965  for  its  administrative
    services provided to the Partnership,  subject to certain  provisions of the
    Partnership Agreement. The Partnership incurred an Administration Fee and an
    Additional  Administration  Fee in the  amounts  of  $152,758  and  $30,965,
    respectively, for each of the three years ended March 30, 1997. Such amounts
    are aggregated and reflected  under the caption  administration  fees in the
    accompanying financial statements.  Unpaid Administration Fees in the amount
    of $7,740 are  included  in accounts  payable  and  accrued  expenses in the
    accompanying balance sheets as of March 30, 1997 and 1996.

    The rents of the Properties,  many of which receive rental subsidy payments,
    including  payments under Section 8 of Title II of the Housing and Community
    Development  Act of 1974  ("Section  8"),  are  subject  to  specific  laws,
    regulations  and  agreements  with federal and state  agencies.  The subsidy
    agreements  expire at various times during and after the Compliance  Periods
    of the Local Partnerships. The United States Department of Housing and Urban
    Development  ("HUD") has issued notices which implement  provisions to renew
    certain project based Section 8 contracts  expiring during HUD's fiscal year
    1997, where requested by an owner, for an additional one year term generally
    at or below current rent levels,  subject to certain guidelines.  HUD has an
    additional program (the "Restructuring Program") which, in general, provides
    for  restructuring  rents  and/or  mortgages  where rents may be adjusted to
    market levels and mortgage  terms may be adjusted  based on the reduction in
    rents,  although  there  may be  instances  in  which  only  rents,  but not
    mortgages,  are  restructured.  The Partnership  cannot  reasonably  predict
    legislative initiatives and governmental budget negotiations, the outcome of
    which could result in a reduction in funds available for the various federal
    and state  administered  housing  programs  including the Section 8 program.
    Such changes could adversely affect the future net operating income and debt
    structure of any or all Local Partnerships  currently receiving such subsidy
    or similar  subsidies.  Two Local  Partnerships,  whose  Section 8 contracts
    expired  during  1996 and were  extended  for one  year,  have  applied  for
    treatment under the Restructuring Program during 1997.

9.  Fair Value of Financial Instruments

    The  following   disclosure  of  the  estimated   fair  value  of  financial
    instruments  is made in accordance  with the  requirements  of SFAS No. 107,
    "Disclosures about Fair Value of Financial  Instruments." The estimated fair
    value  amounts have been  determined  using  available  market  information,
    assumptions, estimates and valuation methodologies.

    Cash and Cash Equivalents

    The carrying amount approximates fair value.




<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


9.   Fair Value of Financial Instruments (continued)

    Investments in Bonds Available-For-Sale

    Fair value is estimated  based on market quotes  provided by an  independent
    service as of the balance sheet dates.

    Interest Receivable

    The  carrying  amount  approximates  fair  value  due  to the  terms  of the
    underlying investments.

    Accounts Payable and Accrued Expenses and Payable to General Partner

    The  carrying  amounts  approximate  fair value due to the payment  terms in
    connection with of the obligations.

    The estimated  fair values of the  Partnership's  financial  instruments as
    of March 30, 1997 and 1996 are disclosed elsewhere in the financial 
    statements.

10. Letter of Credit

    In connection with an agreement with the first mortgage lender of the Cobbet
    Local  Partnership,  the Partnership is contingently  liable under a standby
    letter of credit in the amount of $242,529 which was issued on June 18, 1997
    for the purpose of covering potential operating deficits of the Cobbet Local
    Partnership. The letter of credit expires on June 18, 1998 and is secured by
    the  Partnership's  investments  in U.S.  Treasury  bonds in the  amount  of
    approximately $255,000, purchased in June 1997.





<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

          None

                                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

Registrant  has  no  officers  or  directors.   The  General   Partner   manages
Registrant's affairs and has general responsibility and authority in all matters
affecting  its  business.  The  responsibilities  of  the  General  Partner  are
currently  carried out by Richman Tax. The  executive  officers and directors of
Richman Tax are:

                           Served in present
Name                       capacity since 1        Position held

Richard Paul Richman       February 10, 1988       President and Director
David A. Salzman           April 29, 1994          Vice President
Neal Ludeke                February 10, 1988       Vice President and Treasurer
Gina S. Scotti             February 10, 1988       Secretary


-------------------------------------------------------------------------------
1  Director holds office until his successor is elected and qualified.  All 
   officers serve at the pleasure of the Director.
   


     Richard Paul Richman, age 49, is the sole Director and President of Richman
     Tax. Mr.  Richman is the President and sole  stockholder  of Richman Group.
     Mr.  Richman is the Director,  President and principal  shareholder of WRC.
     Mr.  Richman is involved in the  syndication  and management of residential
     property. Mr. Richman is also a director of Wilder Richman Resources Corp.,
     an affiliate of Richman Tax and the general partner of Secured Income L.P.,
     a director of Wilder Richman Historic Corporation,  an affiliate of Richman
     Tax and the general partner of Wilder Richman Historic Properties II, L.P.,
     a director of Richman Tax Credits Inc., an affiliate of Richman Tax and the
     general partner of the general partner of American Tax Credit Properties II
     L.P., a director of Richman  Housing  Credits Inc., an affiliate of Richman
     Tax and the general  partner of the general  partner of American Tax Credit
     Properties  III L.P. and a director of Richman  American  Credit Corp.,  an
     affiliate  of Richman Tax and the manager of American Tax Credit  Trust,  a
     Delaware  statutory  business  trust.  

     David A. Salzman,  age 36, is a Vice  President of Richman Tax. Mr. Salzman
     is responsible  for the  acquisition  and  development of residential  real
     estate for  syndication  as a Vice  President  of  acquisitions  of Richman
     Group.

     Neal Ludeke,  age 39, is a Vice President and Treasurer of Richman Tax. Mr.
     Ludeke,  a Vice  President  and  Treasurer  of  Richman  Group,  is engaged
     primarily in the syndication,  asset  management and finance  operations of
     Richman Group. In addition, Mr. Ludeke is a Vice President and Treasurer of
     R.G.  Housing  Advisors Inc.  ("RGHA"),  an affiliate of Richman Group. Mr.
     Ludeke's responsibilities in connection with RGHA include advisory services
     provided to a small  business  investment  company and various  partnership
     management functions.
     
     Gina S. Scotti,  age 41, is the Secretary of Richman Tax. Ms. Scotti is the
     Secretary of WRC and a Vice  President and the Secretary of Richman  Group.
     As the Director of Investor  Services,  Ms. Scotti is  responsible  for all
     communications with investors.

Item 11.  Executive Compensation

Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax any remuneration.  During the year ended March 30, 1997,
Richman Tax did not pay any remuneration to any of its officers or director.



<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Dominion  Capital  Inc.,  having the mailing  address P.O. Box 26532,  Richmond,
Virginia 23621, is the owner of 2,800 Units, representing  approximately 6.8% of
all such Units.  As of May 20, 1997,  no person or entity,  other than  Dominion
Capital Inc.,  was known by Registrant to be the  beneficial  owner of more than
five percent of the Units.

Richman Tax is wholly-owned by Richard Paul Richman.

Item 13.  Certain Relationships and Related Transactions

The  General  Partner  and  certain of its  affiliates  are  entitled to receive
certain   compensation,   fees,   and   reimbursement   of  expenses   and  have
received/earned fees for services provided to Registrant as described in Notes 6
and 8 to the  audited  financial  statements  included  in  Item 8 -  "Financial
Statements and Supplementary Data" herein.

Transactions with General Partner and Affiliates

The tax losses and net Low-income Tax Credits generated by Registrant during the
year ended December 31, 1996  allocated to the General  Partner were $57,544 and
$58,079,  respectively.  The tax losses and net Low-income Tax Credits generated
by the  General  Partner  during  the year  ended  December  31,  1996 (from the
allocation  of  Registrant  discussed  above) and  allocated to Richman Tax were
$39,448 and $41,282, respectively.

Indebtedness of Management

No officer or director of the General  Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 1997.




<PAGE>
                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

   (a)   Financial Statements, Financial Statement Schedules and Exhibits

          (1)   Financial Statements

          See Item 8 - "Financial Statements and Supplementary Data."

          (2)   Financial Statement Schedules

          No financial  statement  schedules are included because of the absence
          of the  conditions  under  which  they are  required  or  because  the
          information  is  included  in the  financial  statements  or the notes
          thereto.

          (3)   Exhibits

     <TABLE>
     <CAPTION>
      <S>      <C>                                       <C>
                                                                  Incorporated by
                              Exhibit                               Reference to
      3.1      Certificate of Limited Partnership of     Exhibit 3.2 to Amendment No. 2
               Registrant                                to the Registration Statement
                                     on Form
                            S-11 dated April 29, 1988
                               (File No. 33-20391)
      10.1     4611 South Drexel Limited Partnership     Exhibit 10.3 to Form 10-Q
               Agreement of Limited Partnership          Report
                                                         dated December 30, 1989
                                                         (File No. 0-17619)

      10.2     B & V, Ltd. Fourth Amended and Restated   Exhibit 10.3 to Form 8-K Report
               Agreement and Certificate of Limited      dated January 17, 1989
               Partnership                               (File No. 33-20391)

      10.3     B & V Phase I, Ltd. Amended and           Exhibit 10.1 to Form 10-Q
               Restated Agreement of Limited             Report
               Partnership                               dated September 29, 1994
                                                         (File No. 0-17619)
      10.4     B & V Phase I, Ltd. Assignment of
               Partnership Interests, Assumption of
               Responsibilities, and
               Waiver of Conditions

      10.5     Blue Hill Housing Limited Partnership     Exhibit 10.7 to Form 8-K Report
               Amended and Restated Agreement and        dated January 17, 1989
               Certificate of Limited Partnership        (File No. 33-20391)

      10.6     Cityside Apartments, L.P. Amended and     Exhibit 10.3 to Form 10-K
               Restated Agreement of Limited             Report
               Partnership                               dated March 30, 1990
                                                         (File No. 0-17619)

      10.7     Amendment No. 1 to Cityside Apartments,   Exhibit 10.4 to Form 10-K
               L.P. Amended and Restated Agreement of    Report
               Limited Partnership                       dated March 30, 1992
                                                         (File No. 0-17619)

      10.8     Amendment No. 2 to Cityside Apartments,   Exhibit 10.5 to Form 10-K
               L.P. Amended and Restated Agreement of    Report
               Limited Partnership                       dated March 30, 1992
                                                         (File No. 0-17619)
     </TABLE>



     <TABLE>
     <CAPTION>
      <S>      <C>                                       <C>
                                                                  Incorporated by
                              Exhibit                               Reference to
      10.9     Amendment No. 3 to Cityside Apartments,   Exhibit 10.6 to Form 10-K
               L.P. Amended and Restated Agreement of    Report
               Limited Partnership                       dated March 30, 1992
                                                         (File No. 0-17619)

      10.10    Cobbet Hill Associates Limited            Exhibit 10.4 to Form 10-K
               Partnership Amended and Restated          Report
               Agreement and Certificate of Limited      dated March 30, 1990
               Partnership                               (File No. 0-17619)

      10.11    Cobbet Hill Associates Limited            Exhibit 10.8 to Form 10-K
               Partnership First Amendment to Amended    Report
               and Restated Agreement and Certificate    dated March 30, 1993
               of Limited Partnership                    (File No. 0-17619)

      10.12    Cobbet Hill Associates Limited            Exhibit 10.9 to Form 10-K
               Partnership Second Amendment to the       Report
               Amended and Restated Agreement and        dated March 30, 1993
               Certificate of Limited Partnership        (File No. 0-17619)

      10.13    Dunbar Limited Partnership Second         Exhibit 10.5 to Form 10-K
               Amended and Restated Agreement of         Report
               Limited Partnership                       dated March 30, 1990
                                                         (File No. 0-17619)

      10.14    Dunbar Limited Partnership No. 2 Second   Exhibit 10.6 to Form 10-K
               Amended and Restated Agreement of         Report
               Limited Partnership                       dated March 30, 1990
                                                         (File No. 0-17619)

      10.15    Erie Associates Limited Partnership       Exhibit 10.2 to Form 10-K
               Amended and Restated Agreement and        Report
               Certificate of Limited Partnership        dated March 30, 1989
                                                         (File No. 33-20391)

      10.16    Federal Apartments Limited Partnership    Exhibit 10.8 to Form 10-K
               Amended and Restated Agreement of         Report
               Limited Partnership                       dated March 30, 1990
                                                         (File No. 0-17619)

      10.17    First Amendment to Federal Apartments     Exhibit 10.14 to Form 10-K
               Limited Partnership Amended and           Report
               Restated Agreement of Limited             dated March 30, 1993
               Partnership                               (File No. 0-17619)

      10.18    Second Amendment to Federal Apartments    Exhibit 10.15 to Form 10-K
               Limited Partnership Amended and           Report
               Restated Agreement of Limited             dated March 30, 1993
               Partnership                               (File No. 0-17619)

      10.19    Golden Gates Associates Amended and       Exhibit 10.1 to Form 8-K Report
               Restated Agreement of Limited             dated January 17, 1989
               Partnership                               (File No. 33-20391)

      10.20    Grove Park Housing, A California          Exhibit 10.10 to Form 10-K
               Limited Partnership Amended and           Report
               Restated Agreement of Limited             dated March 30, 1990
               Partnership                               (File No. 0-17619)
     </TABLE>


<PAGE>


     <TABLE>     
     <CAPTION>
      <S>      <C>                                       <C>
                                                                  Incorporated by
                              Exhibit                               Reference to
      10.21    Gulf Shores Apartments Ltd. Amended and   Exhibit 10.3 to Form 10-K
               Restated Agreement and Certificate of     Report
               Limited Partnership                       dated March 30, 1989
                                                         (File No. 33-20391)

      10.22    Hilltop North Associates, A Virginia      Exhibit 10.12 to Form 10-K
               Limited Partnership Amended and           Report
               Restated Agreement of Limited             dated March 30, 1990
               Partnership                               (File No. 0-17619)

      10.23    Madison-Bellefield Associates Amended     Exhibit 10.2 to Form 8-K Report
               and Restated Agreement and Certificate    dated January 17, 1989
               of Limited Partnership                    (File No. 33-20391)

      10.24    Amended and Restated Articles of          Exhibit 10.2 to Form 10-Q
               Partnership in Commendam of Pine Hill     Report
               Estates Limited Partnership               dated December 30, 1989
                                                         (File No. 0-17619)

      10.25    Santa Juanita Limited Dividend            Exhibit 10.4 to Form 10-Q
               Partnership Amended and Restated          Report
               Agreement of Limited Partnership          dated December 30, 1989
                                                         (File No. 0-17619)

      10.26    Second Amendment of Limited Partnership   Exhibit 10.23 to Form 10-K
               of Santa Juanita Limited Dividend         Report dated March 30, 1994
               Partnership and Amendment No. 2 to the    (File No. 0-17619)
               Amended and Restated Agreement of
               Limited Partnership

      10.27    Amendment No. 1 to Santa Juanita          Exhibit 10.1 to Form 10-Q
               Limited Dividend Partnership L.P.         Report
               Amended and Restated Agreement of         dated September 29, 1995
               Limited Partnership                       (File No. 0-17619)

               (Replaces in its entirety Exhibit 10.24 hereof.)
      10.28    Amendment No. 2 to Santa Juanita          Exhibit 10.2 to Form 10-Q
               Limited Dividend Partnership L.P.         Report
               Amended and Restated Agreement of         dated September 29, 1995
               Limited Partnership                       (File No. 0-17619)

      10.29    Vista Del Mar Limited Dividend            Exhibit 10.1 to Form 10-K
               Partnership Amended and Restated          Report
               Agreement and Certificate of Limited      dated March 30, 1989
               Partnership                               (File No. 33-20391)

      10.30    Certificate of Amendment of Limited       Exhibit 10.25 to Form 10-K
               Partnership of Vista Del Mar Limited      Report dated March 30, 1994
               Dividend Partnership and Amendment No.    (File No. 0-17619)
               1 to the Amended and Restated Agreement
               and Certificate of Limited Partnership

      10.31    Amendment No. 1 to Vista del Mar          Exhibit 10.3 to Form 10-Q
               Limited Dividend Partnership L.P.         Report
               Amended and Restated Agreement of         dated September 29, 1995
               Limited Partnership                       (File No. 0-17619)
               (Replaces in its entirety Exhibit 10.28 hereof.)
     </TABLE>


<PAGE>



     <TABLE>
     <CAPTION>
      <S>      <C>                                       <C>
                                                                  Incorporated by
                              Exhibit                               Reference to
      10.32    Amendment No. 2 to Vista del Mar          Exhibit 10.4 to Form 10-Q Report
               Limited Dividend Partnership L.P.         dated September 29, 1995
               Amended and Restated Agreement of         (File No. 0-17619)
               Limited Partnership

      10.33    Amended and Restated Articles of          Exhibit 10.1 to Form 10-Q Report
               Partnership in Commendam of Winnsboro     dated December 30, 1989
               Homes Limited Partnership                 (File No. 0-17619)

      10.34    The B & V, Ltd.                           Exhibit 10.2 to Form 10-Q Report
               Investment Agreement                      dated September 29, 1994
                                                         (File No. 0-17619)

      10.35    The B & V Phase I, Ltd.                   Exhibit 10.3 to Form 10-Q Report
               Investment Agreement                      dated September 29, 1994
                                                         (File No. 0-17619)
      27       Financial Data Schedule

      99.22    Pages 21 through  35, 51  through 75 and  Exhibit 28 to Form 10-K
               Report 89 through 91 of Prospectus dated  dated March 30, 1989
               May 6, 1989  filed  pursuant  to Rule     (File No.  33-20391)  
               424(b)(3) under the Securities Act of 1933

      99.23    Pages 16 through 19 of Prospectus dated   Exhibit 28.2 to Form 10-K Report
               May 6, 1989 filed pursuant to Rule        dated March 30, 1990
               424(b)(3) under the Securities Act of     (File No. 0-17619)
               1933
      99.24    Supplement No. 1 dated August 11, 1988    Exhibit 28.3 to Form 10-K Report
               to Prospectus                             dated March 30, 1991
                                                         (File No. 0-17619)

      99.25    Supplement No. 2 dated September 20,      Exhibit 28.4 to Form 10-K Report
               1988 to Prospectus                        dated March 30, 1991
                                                         (File No. 0-17619)

      99.26    December 31, 1992 financial statements    Exhibit 28.26 to Form 10-K Report
               of Cityside Apartments, L.P. pursuant     dated March 30, 1993
               to Title 17, Code of Federal              (File No. 0-17619)
               Regulations, Section 210.3-09

      99.27    December 31, 1993 financial statements    Exhibit 99.27 to Form 10-K Report
               of Cityside Apartments, L.P. pursuant     dated March 30, 1994
               to Title 17, Code of Federal              (File No. 0-17619)
               Regulations, Section 210.3-09

      99.28    December 31, 1994 financial statements    Exhibit 99.28 to Form 10-K Report
               of Cityside Apartments, L.P. pursuant     dated March 30, 1995
               to Title 17, Code of Federal              (File No. 0-17619)
               Regulations, Section 210.3-09

      99.29    December 31, 1995 financial statements    Exhibit 99.29 to Form 10-K Report
               of Cityside Apartments, L.P. pursuant     dated March 30, 1996
               to Title 17, Code of Federal              (File No. 0-17619)
               Regulations, Section 210.3-09

      99.30    December 31, 1996 financial statements
               of Cityside Apartments, L.P. pursuant
               to Title 17, Code of Federal
               Regulations, Section 210.3-09
     </TABLE>



   <PAGE>

   (b) Reports on Form 8-K

      No reports on Form 8-K were filed by Registrant during the last quarter of
      the period covered by this report.

   (c) Exhibits

      See (a)(3) above.

   (d) Financial Statement Schedules

      See (a)(2) above.



   <PAGE>

                                                  SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                        AMERICAN TAX CREDIT PROPERTIES L.P.
                                         (a Delaware limited partnership)

                                    By:  Richman Tax Credit Properties L.P.,
                                         General Partner

                                     by:  Richman Tax Credit Properties Inc.,
                                          general partner

Dated:  June 30, 1997                       /s/ Richard Paul Richman
        -------------                       ------------------------
                                       by: Richard Paul Richman
                                                President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.

 Signature                             Title                            Date


 /s/ Richard Paul Richman         President, Chief Executive      June 30, 1997
 ------------------------                                         -------------
                                  Officer and Director of the 
                                  general partner
                                  of the General Partner

 /s/ Neal Ludeke                  Vice President and Treasurer    June 30, 1997
 ----------------------------                                     -------------
                                  of the general partner of the
                                  General Partner (Principal
                                  Financial and Accounting
                                  Officer of Registrant)