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, 1998

                                        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             (I.R.S. Employer Identification No.)
  organization)
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
Internal Revenue Code (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 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 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
The Richman Group, Inc.  ("Richman Group"),  a Delaware  corporation  founded by
Richard Paul Richman in 1988.

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,  and 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").  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, Uruguay Round Agreements Act and Taxpayer Relief Act
of 1997 (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. The relevant state tax credit agency
has allocated each of  Registrant's  Local  Partnerships an amount of Low-income
Tax Credits,  which are generally  available for a ten year period from the year
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.  In April 1997, B & V, Ltd.  suffered its final 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 and
the resulting  foreclosure  action taken by the lender. In May 1998, B & V Phase
I, Ltd. (the "B & V Phase I Local  Partnership")  suffered an event of recapture
of  Low-income  Tax Credits  resulting  from the same  hurricane and a resulting
foreclosure (see Part I, Item 3 - Legal  Proceedings  herein).  Due to delays in
the  reconstruction  of the  complex,  the B & V Phase I Local  Partnership  was
unable to comply with the terms of its agreement with the lender. In April 1998,
Erie Associates Limited Partnership suffered a potential event of recapture as a
result  of a  foreclosure  sale  directed  by the  lender,  due  to  accumulated
arrearages  under the terms of the  mortgage  (see Part II, Item 7  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
herein).

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 of 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.  In  October  1997,  Congress  passed  the
Multifamily Assisted Housing and Reform and Affordability Act whereby the United
States  Department  of  Housing  and Urban  Development  ("HUD")  has been given
authority to renew certain  project based  Section 8 contracts  expiring  during
HUD's fiscal year 1998,  where requested by an owner, for an additional one year
term generally at or below current rent levels,  subject to certain  guidelines.
HUD has additional  programs (the  "Restructuring  Program")  which, in general,
provide for restructuring  rents and/or mortgages where rents may be adjusted to
market

<PAGE>


Item 2.      Properties (continued)

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.  Four Local
Partnerships' Section 8 contracts are scheduled to expire in 1998.
<TABLE>
<CAPTION>
                                                                   Mortgage
                                                                    loans
Name of Local Partnership                 Number                 payable as of    Subsidy
Name of apartment complex                   of       Capital     December 31,    (see footnotes)
                                          rental   contribution      1997
Apartment complex location                units           
<S>                                      <C>      <C>            <C>           <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                            44     $ 352,433   $    1,362,810       (1d)

B & V, Ltd.
Homestead Apartments
Homestead, Florida                          158     2,050,795 (3)        -- (4)       

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       6,527,094       (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                         126      6,098,990       7,802,632       (1a)

Cobbet Hill Associates Limited
Partnership
Cobbet Hill Apartments                      117      4,910,942       13,638,653     (1a&c)
Lynn, Massachusetts

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                           100      1,518,229        3,998,205     (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                           102      1,701,849        4,578,433     (1a&e)

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

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                    164      2,832,224        5,255,821      (1a)

</TABLE>





                                        

Item 2.     Properties (continued)
<TABLE>
<CAPTION>


<PAGE>


                                                                  Mortgage
                                                                   loans
Name of Local Partnership                Number                  payable as of   Subsidy
Name of apartment complex                of          Capital    December 31,  (see footnotes)
                                         rental                     1997
Apartment complex location               units   contribution            
<S>                                      <C>      <C>            <C>           <C>
Golden Gates Associates
Golden Gates
Brooklyn, New York                           85       $879,478      $4,640,520      (1c)

Grove Park Housing, A California
Limited Partnership Grove Park
Apartments                                  104      1,634,396       6,902,010      (1a)
Garden Grove, California

Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                         50        352,693       1,489,807      (1c)

Hilltop North Associates, A Virginia
Limited Partnership Hilltop North
Apartments                                  160      1,414,524       3,309,917      (1a)
Richmond, Virginia

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                    158      1,047,744       3,579,463      (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                       110        613,499       2,425,687     (1a&e)

Santa Juanita Limited Dividend
Partnership L.P.
Santa Juanita Apartments                     45        313,887 (2)   1,508,243      (1a)
Bayamon, Puerto Rico

Vista del Mar Limited Dividend
Partnership L.P.
Vista del Mar Apartments                    152       3,097,059      5,335,087       (1a)
Fajardo, Puerto Rico

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                         50         289,730      1,211,824      (1a&e)
                                                  ------------------------------

                                                   $ 34,510,290   $ 77,119,187
                                                  =============   ==============
</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.






                                                              

Item 2.     Properties (continued)

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

                (e)    The Local  Partnership's  Section 8 contract is scheduled
               to expire in 1998.

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

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

        (4)    As of March 30, 1998, the Local Partnership has no underlying
               assets and liabilities and is not included in the combined 
               balance sheet of the Local Partnerships as of December 31, 1997
               in Note 5 to the financial statements.

Item 3.     Legal Proceedings

The B & V Phase I Local  Partnership  was damaged by Hurricane  Andrew in August
1992.  Since May 1, 1996, all 97 of the rental units were complete and occupied.
Pursuant to 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  complied  with this order.  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.  On 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. On July 14, 1997, the Bankruptcy Court approved a stipulation
between the lender and the B & V Phase I Local  Partnership  which  incorporated
the  tentative  agreement.  On  September  10,  1997,  the B & V  Phase  I Local
Partnership  filed a plan of  reorganization  with the  Bankruptcy  Court and on
October 28, 1997 the Bankruptcy  Court issued an order  approving the Disclosure
Statement  filed in connection  therewith and setting a timetable for confirming
the plan. The plan of reorganization was confirmed on or about December 9, 1997.
Because alternative sources of financing could not be secured,  the property was
transferred to the lender in May 1998.

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  alleged 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  contended that  Stonebridge is not entitled to such payment.
The Court ruled in favor of the Federal Local  Partnership  and  Stonebridge has
appealed the ruling.

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 alleged  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







--------------------------------------------------------------------------------
Item 3.     Legal Proceedings (continued)
--------------------------------------------------------------------------------

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 sought payment of the
difference  in rents  dating from 1988 to the present and  recovery of all legal
fees. The Court had previously  ruled in favor of the defendants and the Federal
Local Partnership's subsequent appeals were denied.

A  former  tenant  of Gulf  Shores  Apartments  Ltd.  (the  "Gulf  Shores  Local
Partnership") had brought suit against the Gulf Shores Local Partnership,  among
others,  in connection with an alleged  wrongful  eviction.  The former tenant's
suit, which sought 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 had the right to file for reinstatement of the suit within ninety days of
the dismissal. The Gulf Shores Local Partnership has reported that this suit has
been dismissed and that a subsequent appeal has been denied.

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.






                                        
                                     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.
Accordingly,  accurate information as to the market value of a Unit at any given
date is not  available.  The  number of  owners of Units as of May 20,  1998 was
2,603, holding 41,286 Units.

Merrill Lynch follows  internal  guidelines  for providing  estimated  values of
limited  partnerships  and other direct  investments  reported on client account
statements.   Pursuant  to  such   guidelines,   estimated  values  for  limited
partnership  interests reported on Merrill Lynch client account statements (such
as  Registrant's  Units) are provided to Merrill Lynch by independent  valuation
services.  These estimated  values are 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 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 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 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, 1998 and 1997.

Low-income Tax Credits and Historic  Rehabilitation Tax Credits  (together,  the
"Tax  Credits"),  which  are  subject  to  various  limitations,  may be used by
partners  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, 1997 and 1996 and the  cumulative Tax Credits  allocated from
inception through December 31, 1997 are as follows:

 <TABLE> 
 <CAPTION>
                                         Historic                     Net
                                       Rehabilitation            Low-income
                                        Tax Credits                  Tax
                                                                   Credits
        <S>                        <C>                     <C>
        Tax year ended December       $     --                 $    98.94
        31, 1997
        Tax year ended December             --                     139.27
        31, 1996
        Cumulative  totals            $   71.88                $ 1,298.22


</TABLE>

Registrant  expects to generate  total Tax  Credits  from  investments  in Local
Partnerships of approximately  $1,545 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).





                                        

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.
<TABLE>
<CAPTION>
                                                    Years
                                                 Ended March 30,
                          
                           1998          1997         1996         1995          1994
                     ----------------------------------------------------------------
<S>                  <C>           <C>          <C>          <C>           <C>
Interest and other   $   261,201 $     259,193 $    274,591  $   289,248  $   291,695
                     ============= ======================================= ============
  revenue

Equity in loss of
  investment in      $(1,484,136)  $(2,049,756) $(2,240,958) $(2,319,646)  $(3,817,612)
  local partnership  ============  ===========  ===========  ===========   =========== 

  

Net loss             $(1,684,224)  $(2,384,219) $(2,425,508) $(2,498,880)  $(4,002,184)
                     ===========   ===========  ===========  ===========   =========== 

Net loss per unit of
  limited            $   (40.39)    $   (57.17) $    (58.11) $    (59.92)  $    (95.97)
  partnership        ==================================================================== 
  interest

                                                    As of
                                                  March 30,
                     
                           1998        1997          1996         1995           1994
                     -----------------------------------------------------------------      
                                                             
                                                 

Total assets         $  9,011,845   $10,611,961   $13,040,183    $15,370,194   $17,766,222
                     =============  ===========   ===========    ===========   ===========
</TABLE>
Item 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Capital Resources and Liquidity

Registrant  admitted  limited  partners in two closings with  aggregate  limited
partners' capital contributions of $41,286,000.  In connection with the offering
of the sale of Units,  Registrant  incurred  organization  and offering costs of
approximately   $4,781,000  and   established  a  working   capital  reserve  of
approximately   $2,271,000.   The  remaining   net  proceeds  of   approximately
$34,234,000 (the "Net Proceeds") were available to be applied to the acquisition
of  limited   partnership   interests   in  local   partnerships   (the   "Local
Partnerships")  which own  low-income  multifamily  residential  complexes  (the
"Property" or  "Properties")  which qualify for the  low-income tax credit under
Section 42 of the Internal Revenue Code (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.  Any  adjustments to the capital  contributions  made by Registrant to the
Local  Partnerships  under  the  terms of the  Local  Partnerships'  partnership
agreements  have  resulted in an  adjustment  to  Registrant's  working  capital
reserve.  Registrant  has utilized  Net  Proceeds,  after  making any  necessary
adjustments, in acquiring an interest in nineteen Local Partnerships.

As of March 30, 1998,  Registrant has cash and cash  equivalents and investments
in bonds  totaling  $3,067,026,  which is available  for  operating  expenses of
Registrant  and  circumstances  which  may  arise in  connection  with the Local
Partnerships.  As of March 30, 1998, Registrant's investments in bonds represent
corporate  bonds of  $1,253,831,  U.S.  Treasury  bonds of  $1,212,484  and U.S.
government  agency bonds of $212,280  with various  maturity  dates ranging from
1999 to 2023.  Registrant  acquired such investments in bonds with the intention
of  utilizing  proceeds  generated  by  such  investments  to  meet  its  annual
obligations.  Future  sources of Registrant  funds are expected  primarily  from
interest  earned on working  capital and limited cash  distributions  from Local
Partnerships.

During the year ended March 30, 1998,  Registrant  received  cash from  interest
revenue,  maturity/redemption  and sale of bonds and  distributions  from  Local
Partnerships and utilized cash for operating  expenses,  investing in bonds, and
providing  capital  to a  Local  Partnership.  Cash  and  cash  equivalents  and
investments  in  bonds  available-for-sale   decreased,  in  the  aggregate,  by
approximately  $101,000  during the year ended March 30, 1998 (which  included a
net  unrealized  gain on  investments in bonds of  approximately  $120,000,  the
amortization of net premium on investments in bonds of approximately $29,000 and
the accretion of zero coupon bonds of  approximately  $16,000).  Notwithstanding
circumstances that may arise in connection with the Properties,  Registrant does
not expect to realize  significant  gains or losses on its investments in bonds,
if any.






                                        

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

During the year ended  March 30,  1998,  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,  1997 of  $1,484,136  and cash  distributions
received from Local  Partnerships of $17,500  (exclusive of  distributions  from
Local Partnerships of $20,000  classified as other income),  partially offset by
capital provided to a Local  Partnership of $10,533.  Payable to general partner
in the  accompanying  balance  sheet as of March  30,  1998  represents  accrued
management fees.

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 each  Local
Partnership's results of operations and by cash distributions  received.  Equity
in loss of each  investment  in Local  Partnership  allocated to  Registrant  is
recognized  to the  extent of  Registrant's  investment  balance  in each  Local
Partnership.  Equity in loss in excess of Registrant's  investment  balance in a
Local  Partnership  is  allocated to other  partners'  capital in any such Local
Partnership.  As a result,  the reported  equity in loss of  investment in Local
Partnerships is expected to decrease as Registrant's  investment balances in the
respective Local Partnerships become zero. 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, irrespective
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 below under
Local  Partnership  Matters  regarding  certain  Local  Partnerships   currently
operating below economic break even levels.

Registrant's  operations  for the  years  ended  March 30,  1998,  1997 and 1996
resulted in net losses of $1,684,224,  $2,384,219 and $2,425,508,  respectively.
The  decrease in net loss from 1997 to 1998 is primarily  attributable  to (i) a
decrease in equity in loss of investment in Local  Partnerships of approximately
$566,000,  which is  primarily  the  result of a decrease  in the net  operating
losses of those Local  Partnerships that continue to have an investment  balance
as  of  December  31,  1997  and  (ii)  a  decrease  in  professional   fees  of
approximately  $128,000,  which is primarily the result of expenses  incurred in
connection  with B & V Ltd.  (the "B & V Local  Partnership")  and B & V Phase I
Ltd. (the "B & V Phase I Local Partnership"). The decrease in net loss from 1996
to 1997 is primarily  attributable to a decrease in equity in loss of investment
in Local Partnerships of approximately  $191,000,  which is primarily the result
of (i) an increase  in the  nonrecognition  of losses in excess of  Registrant's
investment in Local Partnerships of approximately  $386,000 (exclusive of losses
incurred  from  the  eminent  domain  proceeding  and  the  impairment  loss  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 legal  expenses  incurred in
connection  with  the B & V  Local  Partnership  and  the B & V  Phase  I  Local
Partnership.

The Local Partnerships' loss from operations of approximately $5,434,000 for the
year ended December 31, 1997 includes  depreciation and amortization  expense of
approximately  $4,109,000,  interest  on  non-mandatory  debt  of  approximately
$690,000  and a loss from  impairment  of  long-lived  assets  of  approximately
$744,000,  and does not include  principal  payments on  permanent  mortgages of
approximately  $479,000.  The Local  Partnerships'  loss from operations for the
year ended  December 31, 1997 does not include the gain from the  extinguishment
of  debt  of  $6,441,935,  which  is  reflected  as an  extraordinary  item.  of
approximately   $9,901,000  for  the  year  ended  December  31,  1996  includes
depreciation and amortization expense of approximately  $4,122,000,  a loss from
impairment of long-lived  assets and eminent domain  proceeding of approximately
$4,808,000 and interest on  non-mandatory  debt of approximately  $647,000,  and
does not include  principal  payments on permanent  mortgages  of  approximately
$577,000.  The Local Partnership's net loss of approximately  $4,837,000 for the
year ended December 31, 1995 includes  depreciation and amortization  expense of
approximately  $4,150,000 and interest on  non-mandatory  debt of  approximately
$492,000,  and does not include  principal  payments on  permanent  mortgages of
approximately  $568,000. The results of operations of the Local Partnerships for
the year ended December 31, 1997 are not  necessarily  indicative of the results
that may be expected in future periods.




                                        

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

Local Partnership Matters

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  pursuant  to  subsidy  agreements  ("HAP  Contracts")  are  subject to
specific laws, regulations and agreements with federal and state agencies.  Four
Local  Partnerships' HAP Contracts are scheduled to expire in 1998. 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, 1997,  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'  operating
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 any required  deferral of
property management fees.

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
(the "Cobbet Local Partnership"),  MHFA drew on a then existing letter of credit
in the amount of $242,529 which had been established for the purpose of covering
future operating  deficits,  if any. In June 1997,  Registrant provided funds to
establish  collateral  to secure a  replacement  letter of credit.  Although the
repairs have been completed and the Cobbet Local  Partnership  has notified MHFA
of  such  completion,   the  Cobbet  Local  Partnership  has  not  received  the
anticipated  notice from MHFA that the default has been cured.  The Cobbet Local
Partnership was originally financed with a first mortgage with mandatory monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating deficit loan (the "ODL") program which  supplemented the
scheduled  reduction in the Operating  Subsidy  Payments.  Effective  October 1,
1997,  MHFA announced its intention to eliminate the ODL program,  such that the
Cobbet Local  Partnership will no longer be receiving the ODL, without which the
Cobbet Local Partnership would be unable to make the full Mandatory Debt Service
payments on its first  mortgage.  Although  MHFA has  notified  the Cobbet Local
Partnership and, to the Local General Partners' knowledge,  other ODL recipients
as well,  that MHFA considers the mortgages to be in default,  the Local General
Partners have agreed to a plan propose by MHFA to recapitalize  the Cobbet Local
Partnership  from  capital to be received  from the  admission  of a new limited
partner.  Such limited partner would receive a substantial portion of the annual
allocation of the Cobbett Local  Partnership's tax losses commencing  January 1,
1999,  plus cash flows and residuals,  if any.  Registrant and the Local General
Partners would retain a sufficient  interest in the Cobbet Local  Partnership to
avoid   recapture  of  Low-income  Tax  Credits.   Although  the  Cobbett  Local
Partnership  has executed the MHFA  documents,  there can be no assurance that a
suitable  limited  partner  will be  attracted  and provide  the needed  capital
contribution,  in which circumstance MHFA would be expected to retain its rights
under the loan  documents.  The future  financial  viability of the Cobbet Local
Partnership is highly  uncertain.  Of Registrant's  total annual  Low-income Tax
Credits, (prior to the loss of the B & V Local Partnership)  approximately 8% is
allocated from the Cobbet Local Partnership.  The Property's historic tax credit
was allocated in 1988 and all of the  Low-income Tax Credits have been allocated
since 1989 and are scheduled to expire in 1999.

Erie Associates Limited Partnership (the "Erie Local Partnership"),  which is in
the tenth year of the Low-income Tax Credit period, is subject to an amended and
restated  note (the  "Amended  Note") dated  December 1, 1994 (which  matured on
December  1, 1997) and is  entitled  to a  project-based  rental  subsidy  under
Chapter  707 of the Acts of 1966 of the  Commonwealth  of  Massachusetts,  which
contract is subject to a year to year renewal. The
<PAGE>


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

original  financing called for Mandatory Debt Service of $7,647 per month, while
the Amended Note required  monthly  Mandatory Debt Service of $5,883.  The Local
General Partners  reported that the Erie Local Partnership was several months in
arrears under the terms of the Amended Note,  that a default was declared by the
lender and that discussions were being held with the lender.  While negotiations
were ongoing,  the lender  conducted a foreclosure sale of the property in April
1998.  Registrant has been advised by its counsel that the foreclosure  sale can
be "unwound" for tax purposes  (thereby avoiding any recapture of Low-income Tax
Credit  benefits)  if, prior to December 31,  1998,  the Erie Local  Partnership
repurchases  the  property  and  Registrant  (or a third  party)  purchases  and
reinstates the Amended Note. Registrant has offered to purchase the Amended Note
(provided that the property is reconveyed to the Erie Local Partnership) for the
face amount thereof,  but to date, the lender has not agreed. As a result of the
uncertainty of future operating income, the combined financial statements of the
Local  Partnerships  for the year ended  December  31, 1997  include a loss from
impairment of long-lived  assets of $744,126,  which represents an adjustment of
the real  property  of the  Erie  Local  Partnership.  As a  result,  Registrant
recognized  additional  equity  in  loss of its  investment  in the  Erie  Local
Partnership  of  approximately  $99,000 in  connection  with the  aforementioned
impairment and  Registrant's  investment  balance,  after the cumulative  equity
losses,  became  zero  during  the year  ended  March  30,  1998.  In the  event
Registrant is  unsuccessful  in its attempt to purchase the Amended Note and the
property is not reconveyed to the Erie Local Partnership, Registrant estimates a
recapture of  Low-income  Tax Credits  taken through  December  1997,  including
interest,  of approximately  $20 per Unit for Unit holders of record as of April
1998 and it would lose the ability to utilize  remaining  Low-income Tax Credits
of approximately $4 per Unit for 1998.  annual  Low-income Tax Credits (prior to
the loss of the B & V Local Partnership)  approximately 2% is allocated from the
Erie Local Partnership.

Although  4611  South  Drexel  Limited  Partnership  (the  "South  Drexel  Local
Partnership")  reported  above  break  even  operations  during  the year  ended
December 31, 1997, the South Drexel Local Partnership was declared in default of
its first mortgage  during  December 1997 for failure to make required  payments
during the four months then ended. As a result,  Registrant removed the original
Local General Partner and the affiliated property management agent. In an effort
to appease the lender,  Registrant  made a payment to the lender during  January
1998 and the mortgage is  reportedly  current as of June 18, 1998.  Although the
original  Local  General  Partner  had  informed  Registrant  of its  intent  to
cooperate with Registrant's  removal actions, the original Local General Partner
is now  disputing the removal and has not  delivered  partnership  documents and
records despite  several  requests.  The  replacement  Local General Partner and
Registrant are considering their options, including litigation if necessary.

In December 1988,  Registrant acquired a 99% limited partnership interest in the
B & V Local  Partnership,  which owned a 190-unit  complex located in Homestead,
Florida. 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 to reconstruct  the complex,  and
thus preserve the Low-income Tax Credits.  However,  delays in the rebuilding of
the complex occurred due to significant 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 was unable to make required mortgage  payments,  but
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.  Registrant's investment balance in the B & V Local Partnership, after
cumulative equity losses, became zero during the year ended March 30, 1995. 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 lost the ability to utilize  remaining  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 incurred 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 lost the ability to utilize remaining Low-income Tax
Credits  associated with the 158 rental units of approximately  $10 per Unit for
the period January 1997 through 1998.

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 99%
limited partnership interest in the B & V Phase I Local Partnership, which

<PAGE>



                                        

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

owned a 97-unit,  Section 8 assisted  apartment  complex  located in  Homestead,
Florida,  which was acquired from principals of the Local General Partner during
the year ended March 30, 1995. 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.  Pursuant to 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 between 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
complied  with this order.  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.  On 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. On July 14,
1997, the Bankruptcy Court approved a stipulation between the lender and the B &
V Phase I Local  Partnership  which  incorporated  the tentative  agreement.  On
September  10,  1997,  the B & V  Phase  I  Local  Partnership  filed  a plan of
reorganization  with the Bankruptcy Court and on October 28, 1997 the Bankruptcy
Court issued an order  approving the  Disclosure  Statement  filed in connection
therewith  and  setting  a  timetable  for  confirming  the  plan.  The  plan of
reorganization was confirmed on or about December 9, 1997.  Because  alternative
sources of financing  could not be secured,  the property was transferred to the
lender in May 1998.  Registrant's  investment balance in the B & V Phase I Local
Partnership,  after cumulative equity losses,  became zero during the year ended
March 30, 1996. As a result of the lender's foreclosure,  Registrant estimates a
recapture of  Low-income  Tax Credits  taken through  December  1997,  including
interest, of approximately $3 per Unit for Unit holders of record as of May 1998
and  lost  the  ability  to  utilize   remaining   Low-income   Tax  Credits  of
approximately $2 per Unit for 1998.

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.

Adoption of Accounting Standard

Registrant  has  adopted  SFAS No. 128,  "Earnings  Per Share" and SFAS No. 129,
"Disclosure of Information  about Capital  Structure."  SFAS No. 128 establishes
standards for computing and presenting 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.  The adoption of
SFAS  Nos.  128  and  129  has not  materially  impacted  Registrant's  reported
earnings,  financial  condition,  cash flows or  presentation  of the  financial
statements.

Accounting Standard not yet Adopted

On March 31, 1998,  Registrant  adopted SFAS No. 130,  "Reporting  Comprehensive
Income."  SFAS No.  130  establishes  standards  for  reporting  and  display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full set of general-purpose financial statements.  The adoption of SFAS No.
130 is not expected to have a material impact on Registrant's financial position
and results of operations.



<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, 1998 and 1997.................................

Statements of Operations for the years ended March 30, 1998, 1997 and 1996..

Statements of Changes in Partners' Equity (Deficit) for the years ended
     March 30, 1998, 1997 and 1996............................................

Statements of Cash Flows for the years ended March 30, 1998, 1997 and 1996...

Notes to Financial Statements as of March 30, 1998, 1997 and 1996.............




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, 1998 and 1997,  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, 1998.  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, 1998 and 1997, and the results of its operations
and cash flows for each of the three years in the period  ended March 30,  1998,
in conformity with generally accepted accounting principles.



/s/ Reznick Fedder and Silverman

Bethesda, Maryland
May 11, 1997




<PAGE>



                                        

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                  BALANCE SHEETS
                             MARCH 30, 1998 AND 1997

<TABLE>
<CAPTION>
                                                 Notes         1998        1997
                                                 ----- --------------------------
<S>                                              <C>   <C>           <C>
ASSETS

Cash and cash equivalents                        3,8,9   $ 388,431      $284,108
Investments in bonds available-for-sale           4,9    2,678,595     2,883,959
Investment in local partnerships                  5,8    5,891,075     7,382,178
Interest receivable                                9        53,744        61,716
                                                       -------------------------

                                                        $ 9,011,845  $10,611,961
                                                       ============= ===========




LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses            8   $     55,400   $   91,237
  Payable to general partner                      6,8        43,861       43,861
                                                       -------------------------

                                                             99,261      135,098
                                                       =========================

Commitments and contingencies                      8

Partners' equity (deficit)                        2,4

  General partner                                        (278,907)     (262,065)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                    8,958,053    10,625,435
  Unrealized gain on investments in bonds                 233,438       113,493
   available-for-sale, net
                                                       -------------------------

                                                         8,912,584   10,476,863
                                                       -------------------------

                                                     $   9,011,845 $ 10,611,961
                                                      ============= ============

</TABLE>











                        See Notes to Financial Statements.



<PAGE>


                                        

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                             STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>

                                      Notes         1998           1997          1996
                                      -----   ---------------------------------------
<S>                                     <C>           <C>            <C>           <C>
REVENUE

Interest                                      $    241,201  $     255,496 $     269,591
Other income from local partnerships                20,000          3,697         5,000
                                              -------------- -----------------------------

TOTAL REVENUE                                      261,201        259,193       274,591
                                              ------------   ------------  -------------


EXPENSES

Administration fees                     8          183,723       183,723       183,723
Management fee                         6,8        1 75,466       175,466       175,466
Professional fees                                   75,063       202,897        72,855
Printing, postage and other                         27,037        31,570        27,097
                                              ------------------------------------------

TOTAL EXPENSES                                     461,289       593,656       459,141
                                              -------------  ------------- -------------

Loss from operations                              (200,088)     (334,463)     (184,550)

Equity in loss of investment in         5       (1,484,136)   (2,049,756)   (2,240,958)   
local partnerships                            ------------    ------------   -----------

NET LOSS                                       $(1,684,224)   $(2,384,219)  $(2,425,508)
                                              =============   ============   =========== 


NET LOSS ATTRIBUTABLE TO                2

   General partner                            $   (16,842) $     (23,842)$     (24,255)
   Limited partners                            (1,667,382)    (2,360,377)   (2,401,253)
                                              -----------    -----------   ----------- 

                                              $(1,684,224)   $(2,384,219)  $(2,425,508)
                                              ===========    ============   =========== 


NET LOSS per unit of limited
partnership
   interest (41,286 units of
   limited partnership interest)              $    (40.39)    $   (57.17)    $  (58.16)
                                              ============== ============================ 
</TABLE>






                        See Notes to Financial Statements.


<PAGE>


                                        

                       AMERICAN TAX CREDIT PROPERTIES L.P.
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                               Unrealized
                                                              Gain (Loss)
                                                             on Investments
                                    General       Limited       in Bonds
                                    Partner       Partners   Available-For-Sale, Net     Total
                                                             
                                                                
<S>                              <C>           <C>           <C>            <C>
Partners' equity (deficit),    $   (213,968)   $ 15,387,065     $ 101,740            $ 15,274,837
March 30, 1995

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

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

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

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

Unrealized loss on investments
  in bonds available-for-sale,                                    (77,279)                (77,279)
                                 ----------------------------------------------------------------- 
  net

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

Net loss                           (16,842)       (1,667,382)                          (1,684,224)

Unrealized gain on investments
  in bonds available-for-sale,                                     119,945                119,945
                                 -----------------------------------------------------------------
  net

Partners' equity (deficit),      $   (278,907) $   8,958,053     $ 233,438         $    8,912,584
                                 =================================================================
March 30, 1998
</TABLE>

















                        See Notes to Financial Statements.


<PAGE>


                                     

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                             STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                       1998          1997         1996
                                                  ------------------------------------
<S>                                                     <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                 $  263,267   $  276,171  $    286,108
Cash paid for
   administration fees                              (183,723)    (183,723)     (183,723)
   management fee                                   (175,466)    (175,466)     (175,466)
   professional fees                                 (99,428)    (184,832)      (66,611)
   printing, postage and other expenses              (38,509)     (16,359)      (26,876)
                                                  ------------  ------------ ------------ 

Net cash used in operating activities                (233,859)   (284,209)     (166,568)
                                                  -----------   -----------  ----------- 


CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local        37,500       36,197        87,000
partnerships
Investment in local partnership                      (10,533)
Maturity/redemption and sale of bonds                568,432      135,000       134,000
Investment in bonds (includes $1,301 of accrued     (257,217)
 interest)                                        ------------  -----------  ----------
   
Net cash provided by investing activities            338,182      171,197       221,000
                                                  ------------  -----------  -----------

Net increase (decrease) in cash and cash             104,323     (113,012)       54,432
equivalents

Cash and cash equivalents at beginning of year       284,108      397,120       342,688
                                                  ------------  ------------ -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR          $  388,431   $  284,108   $   397,120
                                                  ===========   ===========  ===========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds    $  119,945   $  (77,279) $     89,032
   available-for-sale, net                        ============ ============  ===========
   


--------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities 
 
</TABLE>








                        See Notes to Financial Statements.


<PAGE>


                                        

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                      STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996

<TABLE>
<CAPTION>
                                                     1998          1997           1996
                                               ---------------------------------------
<S>                                            <C>           <C>            <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES

Net loss                                       $ (1,684,224)  $ (2,384,219)  $ (2,425,508)

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

  Equity in loss of investment in local           1,484,136      2,049,756      2,240,958
  partnerships
  Distributions from local partnerships             (20,000)        (3,697)        (5,000)
  classified as other income
  Gain on redemption of investments in                                             (2,008)
  bonds available-for-sale
  Amortization of net premium on                     28,576         32,114         33,043
  investments in bonds
  Accretion of zero coupon bonds                    (15,783)       (16,303)       (16,303)
  Decrease in interest receivable                     9,273          4,864          1,785
  Increase (decrease) in accounts payable           (35,837)        33,276          6,465
                                                 --------------------------------------------
  and accrued expenses

NET CASH USED IN OPERATING ACTIVITIES          $   (233,859) $    (284,209) $    (166,568)
                                               ============= =============  ============= 
</TABLE>
























                        See Notes to Financial Statements.


<PAGE>


                                       
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 1998, 1997 AND 1996


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  Internal  Revenue  Code (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 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,  under which the investment
   is carried at cost and is adjusted for the Partnership's  share of each Local
   Partnership's  results  of  operations  and by 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.  Equity  in  loss  in  excess  of  the
   Partnership's investment balance in a Local Partnership is allocated to other
   partners'  capital in any 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
   investment  in a Local  Partnership  are  recorded as other income from Local
   Partnerships.

   The Partnership  regularly assesses its investments in Local Partnerships for
   the  existence of  impairment.  If an investment  in a Local  Partnership  is
   considered to be permanently impaired, the Partnership reduces its investment
   in any such Local  Partnership  and includes such reduction in equity in loss
   of investment in 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

The Partnership has adopted Statement of Financial  Accounting Standard ("SFAS")
No. 128, "Earnings Per Share" and SFAS No. 129, "Disclosure of Information about
Capital  Structure."  SFAS No.  128  establishes  standards  for  computing  and
presenting  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.  The adoption of SFAS Nos. 128 and 129 has
not  materially   impacted  the  Partnership's   reported  earnings,   financial
condition, cash flows or presentation of the financial statements.


<PAGE>


                                      

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996

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

   Accounting Standard not yet Adopted

   On  March  31,  1998,  the  Partnership  adopted  SFAS  No.  130,  "Reporting
   Comprehensive  Income." SFAS No. 130 establishes  standards for reporting and
   display of comprehensive income and its components (revenues, expenses, gains
   and  losses)  in a full  set of  general-purpose  financial  statements.  The
   adoption  of SFAS No. 130 is not  expected  to have a material  impact on the
   Partnership's financial position and results of operations.

   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
   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).

   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.

   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  organization and offering costs
   of $4,781,252,  of which $75,000 was  capitalized as  organization  costs and
   $4,706,252 was charged to the limited partners' equity as syndication  costs.
   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, 1998, 1997 AND 1996


3. Cash and Cash Equivalents

   As of  March  30,  1998,  the  Partnership  has  $388,431  in cash  and  cash
   equivalents  which  are  deposited  in  interest-bearing   accounts  with  an
   institution   which  is  not  insured  by  the  Federal   Deposit   Insurance
   Corporation.  Such cash and cash  equivalents  includes  $242,529  considered
   restricted in connection  with a Local  Partnership's  outstanding  letter of
   credit (see Note 8).

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  circumstances 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, 1998,  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
      After one year through    $   331,817   $     9,134   $ (169)    $ 340,782
    five years
      After five years through      773,429        39,963       --       813,392
    ten years
      After ten years               101,334          --     (1,677)       99,657
                                 -----------------------------------------------

                                  1,206,580        49,097   (1,846)    1,253,831
                                ------------------------------------------------

    U.S. Treasury debt
    securities
      After one year through        514,237       83,844         --      598,081
    five years
      After five years through      510,669      103,734         --      614,403
      ten years                 ------------------------------------------------
    

                                   1,024,906      187,578        --    1,212,484
                                ------------------------------------------------

    U.S. government and agency
    securities
      After five years through        213,671        --       (1,391)    212,280
    ten years                   ------------------------------------------------
    

                                $  2,445,157 $    236,675 $   (3,237) $2,678,595
                                ============-===================================
</TABLE>


<PAGE>


                                     
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996

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

   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      183,352           91        (280)     183,163
    five years
      After five years through    985,179          170     (20,292)     965,057
    ten 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      510,635       57,915          --      568,550
    five years
      After five years through    663,945      103,839          --      767,784
      ten 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>
5. Investment in Local Partnerships

   As of March 30, 1998, the Partnership owns a limited partnership  interest in
   the following Local Partnerships:

     1. 4611 South Drexel Limited Partnership;
     2. B & V Phase I, Ltd. (the "B & V Phase I Local Partnership")*;
     3. Blue Hill Housing Limited Partnership;
     4. Cityside Apartments, L.P.*;
     5. Cobbet Hill Associates Limited Partnership (the "Cobbet Local
        Partnership")*;
     6. Dunbar Limited Partnership;
     7. Dunbar Limited Partnership No. 2;
     8. Erie Associates Limited Partnership (the "Erie Local Partnership");
     9. Federal Apartments Limited Partnership;
    10. Golden Gates Associates;
    11. Grove Park Housing, A California Limited Partnership;
    12. Gulf Shores Apartments Ltd.;
    13. Hilltop North Associates, A Virginia Limited Partnership;
    14. Madison-Bellefield Associates;
    15. Pine Hill Estates Limited Partnership;
    16. Santa Juanita Limited Dividend Partnership L.P. (the "Santa Juanita
        Local Partnership");
    17. Vista del Mar Limited Dividend Partnership L.P.; and
    18. Winnsboro Homes Limited Partnership.
   *    An  affiliate  of the  General  Partner  is a general  partner of and/or
        provides services to the Local Partnership.






                                        
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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.  Under the terms of each of the Local Partnership's  partnership
   agreements,  the  Partnership  made capital  contributions  in the  aggregate
   amount of $34,510,290.  As of December 31, 1997, the Local  Partnerships have
   outstanding  mortgage loans payable  totaling  approximately  $77,119,000 and
   accrued  interest  payable on such loans totaling  approximately  $4,959,000,
   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
   $3,864,303,  $7,714,573 and $2,520,695 for the years ended December 31, 1997,
   1996 and 1995,  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, 1997
   and 1996 and the combined  statements of operations of the Local Partnerships
   for the years ended  December 31, 1997,  1996 and 1995 are reflected on pages
   26 and 27, respectively.



<PAGE>


                                        
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of December 31, 1997
   and 1996 are as follows:
<TABLE>
<CAPTION>
                                                              1997            1996
                                                       ---------------------------
    ASSETS
    <S>                                                <C>             <C>
    Cash and other investments                         $ 1,219,986   $   1,218,425
    Rents receivable                                       243,316         260,272
    Escrow deposits and reserves                         3,044,733       3,133,429
    Land                                                 4,075,735       4,416,035
    Buildings and improvements (net of accumulated
      depreciation of $34,628,370 and $31,649,149)      74,439,165      80,294,613
    Intangible assets (net of accumulated
      amortization of $640,058 and $836,753)             1,827,938       1,929,248
    Other                                                  803,251         965,578
                                                       --------------- ------------
                                                       $ 85,654,124    $ 92,217,600
                                                       ============    ============
    LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

    Liabilities

      Accounts payable and accrued expenses            $ 1,065,374   $  1,267,704
      Due to related parties                             5,376,344      5,291,779
      Mortgage loans                                    77,119,187     83,114,342
      Notes payable                                      1,000,841      1,009,368
      Accrued interest                                   4,959,061      5,014,588
      Other                                                353,188      2,034,144
                                                       -------------   -----------

                                                        89,873,995     97,731,925
                                                       -------------   -----------
    Partners' equity (deficit)

      American Tax Credit Properties L.P.
       Capital contributions, net of distributions      33,941,389     33,971,389
       Cumulative loss                                 (28,059,597)   (26,575,461)
                                                       -------------  ------------

                                                         5,881,792      7,395,928
                                                       --------------  -----------
      General partners and other limited partners,
      including ATCP II
       Capital contributions, net of distributions         677,937        361,046
       Cumulative loss                                 (10,779,600)   (13,271,299)
                                                       -------------- ------------

                                                       (10,101,663)   (12,910,253)
                                                       -------------- -------------

                                                        (4,219,871)    (5,514,325)
                                                       -------------- -------------

                                                     $  85,654,124   $ 92,217,600
                                                       =============   =============
</TABLE>


<PAGE>



                                        
                      AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the years
   ended December 31, 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
                                           1997             1996            1995
                                     ---------------- --------------------------
    REVENUE
    <S>                              <C>              <C>             <C>
    Rental                           $ 16,012,453     $ 16,043,472    $ 15,588,130
    Interest and other                    288,937          313,515         388,854

    TOTAL REVENUE                      16,301,390       16,356,987      15,976,984
                                     -------------    -------------   -------------


    EXPENSES

    Administrative                      2,425,249       2,471,642        2,343,712
    Utilities                           1,343,714       1,318,995        1,273,740
    Operating, maintenance and          3,672,948       3,596,884        3,358,571
      other
    Taxes and insurance                 1,937,491       2,231,678        1,916,594
    Interest (including
      amortization of $76,677,          7,579,627       7,807,923        7,951,364
      $99,791 and $179,525)
    Depreciation                        4,032,607       4,022,559        3,970,278
    Loss from eminent domain                              897,770
      proceeding
    Loss from impairment of               744,126       3,910,599
                                     -------------    --------------  --------------
      long-lived assets

    TOTAL EXPENSES                    21,735,762       26,258,050       20,814,259
                                     -------------    -------------   -------------

    LOSS FROM OPERATIONS BEFORE
      EXTRAORDINARY ITEM               (5,434,372)     (9,901,063)      (4,837,275)


    Extraordinary gain on               6,441,935
      extinguishment of debt         --------------    ------------   ------------

    NET INCOME (LOSS)                 $ 1,007,563    $ (9,901,063)    $ (4,837,275)
                                      =============    ============    ============ 


    NET INCOME (LOSS)
      ATTRIBUTABLE TO

      American Tax Credit            $ (1,484,136)    $ (2,049,756)   $ (2,240,958)
      Properties L.P.
      General partners and other
       limited partners,  including 
       ATCP II, which includes 
       specially  allocated
       items of revenue to certain 
       general partners of $6,763,705, 
       $10,487 and$31,511, and 
       $3,864,303,$7,714,573 and 
       $2,520,695 of American Tax Credit
       Properties L.P. loss in
       excess of investment

                                        2,491,699       (7,851,307)     (2,596,317)
                                     -------------    -------------   ------------- 
       
       
       
       

                                     $  1,007,563     $ (9,901,063)   $ (4,837,275)
                                     ============     ============    ============ 
</TABLE>


<PAGE>


                                       



                           AMERICAN TAX CREDIT PROPERTIES L.P.
                       NOTES TO FINANCIAL STATEMENTS - (Continued)
                              MARCH 30, 1998, 1997 AND 1996


5. Investment in Local Partnerships (continued)

   Investment activity with respect to each Local Partnership for the year ended
   March 30, 1998 is as follows:
<TABLE>
<CAPTION>

                                                               Cash            Cash
                                                Cash       distributions   distributions
                  Investment    Investment   Partnership    received        classified        Investment
                     in           during      equity         during           as income       in Local
                   Local           the        in loss          the            during         Partnership
                 Partnership       year       for the          year          the year       balance as of
                   balance        ended        year           ended            ended        March 30, 1998
    Name of Local   as of       March 30,      ended          March 30,      March 30,        
    Partnership   March 30,1997    1998    December 31,1997    1998            1998
                                                                 
                                                               
                                                          
                                                                   
    <S>               <C>           <C>           <C>              <C>           <C>              <C>
    4611 South
     Drexel Limited   $            $10,533      $(10,533)        $--             $--                $--
     Partnership
    B & V Phase I,     --             --            --  (2)       --              --                 --
     Ltd.
    Blue Hill
     Housing Limited  1,998,263       --         (189,379)        --              --          1,808,884
     Partnership
    Cityside          2,512,654       --         (532,421)      (2,500)           --          1,977,733
     Apartments, L.P.
    Cobbet Hill
     Associates        --             --            --    (2)     --              --                 --
     Limited
     Partnership
    Dunbar Limited    29,617          --          (27,117)(1)   (2,500)           --                 --
     Partnership
    Dunbar Limited
     Partnership No.  --              --            --    (2)   (2,500)          2,500               --
     2
    Erie Associates
     Limited          217,968         --         (217,968)(1)        --             --               --
     Partnership
    Federal
     Apartments       --              --            --    (2)   (5,000)          5,000               --
     Limited
     Partnership
    Golden Gates      --              --            --    (2)   (2,500)          2,500               --
     Associates
    Grove Park
     Housing, A
     California       --              --            --    (2)       --            --                 --
     Limited
     Partnership
    Gulf Shores       --              --            --    (2)       --            --                 --
     Apartments Ltd.
    Hilltop North
     Associates, A    756,064         --          (155,956)         --            --             600,108
     Virginia
     Limited
     Partnership
    Madison-Bellefield
     Associates       782,220         --           (67,472)      (10,000)         --             704,748
    Pine Hill
     Estates Limited  --              --             --    (2)   (10,000)       10,000               --
     Partnership
    Santa Juanita
     Limited          126,730         --           (14,352)         --            --             112,378
     Dividend
     Partnership L.P.
    Vista del Mar
     Limited          932,195         --          (244,971)         --            --             687,224
     Dividend
     Partnership L.P.
    Winnsboro Homes
     Limited           26,467         --           (23,967)(1)    (2,500)         --                 --
                      -------------------------------------------------------------------------------
     Partnership

                      $ 7,382,178   $10,533    $(1,484,136)     $(37,500)      $20,000        $5,891,075
                      ===============================================================================
</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, 1998, 1997 AND 1996
5. Investment in Local Partnerships (continued)

   Investment activity with respect to each Local Partnership for the year ended
   March 30, 1997 is as follows:
<TABLE>
<CAPTION>
                                                                              Cash
                              Investment                     Cash          distributions      Investment
                               in Local   Partnership's   distributions     classified         in Local
                              Partnership  equity in       received         as other         Partnership
                              balance as    loss for      during the         income           balance
                               of March     the year      year ended       during the          as of
    Name of Local Partnership    30,         ended        March 30,         year ended         March 30,
                                1996       December 31,      1997            March 30,           1997
                                                                              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          2,318,974   (315,711)        (5,000)             --              1,998,263
      Limited Partnership
    Cityside Apartments, L.P.  3,050,781   (533,127)        (5,000)             --              2,512,654
    Cobbet Hill Associates
      Limited Partnership         --          --    (2)      --                 --                 --
    Dunbar Limited               188,534   (156,417)        (2,500)             --                 29,617
      Partnership
    Dunbar Limited               239,102   (236,602)        (2,500)             --                 --
      Partnership No. 2                             (1)
    Erie Associates Limited      316,392    (98,424)          --                --                217,968
      Partnership
    Federal Apartments            81,022    (81,022)(1)       --                --                 --
      Limited Partnership
    Golden Gates Associates       --           --   (2)       --                --                 --
    Grove Park Housing, A
      California Limited          --           --   (2)       --                --                 --
      Partnership
    Gulf Shores Apartments        --           --   (2)     (3,697)           3,697                --
      Ltd.
    Hilltop North
      Associates, A Virginia     858,928   (102,864)          --                --                756,064
      Limited Partnership
    Madison-Bellefield           837,465    (50,245)         (5,000)            --                782,220
      Associates
    Pine Hill Estates             62,254    (52,254) (1)    (10,000)            --                  --
      Limited Partnership  
    Santa Juanita Limited
      Dividend Partnership       150,880    (24,150)          --                --                126,730
      L.P.
    Vista del Mar Limited
      Dividend Partnership     1,293,123   (360,928)          --                --                932,195
      L.P.
    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>


                                             
                    AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996
5. Investment in Local Partnerships (continued)

   Property information for each Local Partnership as of December 31, 1997 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  $1,362,810  $  64,408   $ 1,756,833  $  (488,253)
    B & V Phase I, Ltd.                     2,638,947    190,830     2,758,628     (845,068)
    Blue Hill Housing Limited Partnership   6,527,094    111,325    10,901,190   (3,416,271)
    Cityside Apartments, L.P.               7,802,632    131,591    13,785,799   (4,178,545)
    Cobbet Hill Associates Limited         13,638,653    504,683    16,089,978   (5,342,860)
      Partnership
    Dunbar Limited Partnership              3,998,205    117,126     5,661,631   (1,806,293)
    Dunbar Limited Partnership No. 2        4,578,433    131,920     6,349,410   (2,091,678)
    Erie Associates Limited Partnership       914,034     34,844     1,050,946    (625,762)
    Federal Apartments Limited Partnership  5,255,821    279,750     8,397,981   (2,680,492)
    Golden Gates Associates                 4,640,520     29,585     5,818,392   (2,002,181)
    Grove Park Housing, A California        6,902,010    956,952     7,676,667   (2,265,325)
      Limited Partnership
    Gulf Shores Apartments Ltd.             1,489,807    172,800     1,750,427    (604,448)
    Hilltop North Associates, A Virginia
      Limited Partnership                   3,309,917    240,514     4,803,496   (1,280,404)
    Madison-Bellefield Associates           3,579,463    245,000     5,580,759   (1,807,672)
    Pine Hill Estates Limited Partnership   2,425,687     40,000     3,867,047   (1,182,796)
    Santa Juanita Limited Dividend          1,508,243    228,718     2,321,226     (688,156)
      Partnership L.P.
    Vista del Mar Limited Dividend          5,335,087    565,689     8,693,087   (2,788,983)
      Partnership L.P.
    Winnsboro Homes Limited Partnership     1,211,824     30,000     1,804,038     (533,183)
                                           ---------------------------------------------------- 
                                         $ 77,119,187 $4,075,735  $109,067,535  $(34,628,370)
                                           ============  ======================  ============ 
</TABLE>
   Property information for each Local Partnership as of December 31, 1996 is 
   as follows:
<TABLE>
<CAPTION>
                                              Mortgage               Buildings   Accumulated
    Name of Local Partnership                  loans         Land       and      depreciation
                                              payable               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          13,664,829    504,683   16,011,825   (4,743,438)
      Partnership
    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        6,928,577     956,952    7,676,667   (1,986,200)
      Limited Partnership
    Gulf Shores Apartments Ltd.             1,492,554     172,800    1,750,427     (542,921)
    Hilltop North Associates, A Virginia    3,335,611     240,514    4,771,684   (1,143,470)
      Limited Partnership
    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          1,521,268     228,718    2,320,159    (603,379)
      Partnership L.P.
    Vista del Mar Limited Dividend          5,376,868     565,689    8,640,411   (2,472,761)
      Partnership 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>


<PAGE>


--------------------------------------------------------------------------------
                                             
-------------------------------------------------------------------------------
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5. Investment in Local Partnerships (continued)

   The summary of property activity during the year ended December 31, 1997 is 
   as follows:
   <TABLE>
   <CAPTION>
                                                 Net change
                                               during the year  
                            Balance as of          ended            Balance as of
                          December 31, 1996    December 31,1997   December 31, 1997
                          -----------------     --------------     -----------------
                                                
                                               
                                                   

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

    Land                 $      4,416,035   $        (340,300)  $       4,075,735
    Buildings and             111,943,762          (2,876,227)        109,067,535
    improvements         ----------------    ----------------    ----------------
    
                              116,359,797          (3,216,527)        113,143,270
    Accumulated               (31,649,149)         (2,979,221)        (34,628,370)
    depreciation         ----------------    ----------------    ---------------- 
    
                         $     84,710,648    $     (6,195,748)   $     78,514,900
                         ================    ================    ================
</TABLE>

   In December 1988, the Partnership acquired a 99% limited partnership interest
   in B & V,  Ltd.  (the  "B & V Local  Partnership"),  which  owned a  190-unit
   complex  located in Homestead,  Florida.  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 to  reconstruct  the complex,  and thus preserve the  Low-income  Tax
   Credits.  However,  delays in the  rebuilding of the complex  occurred due to
   significant  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  was  unable  to  make  required  mortgage  payments,  but
   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, resulting in the recognition
by the B & V Local  Partnership of a loss from  impairment of long-lived  assets
and eminent domain proceeding of approximately $4,808,000.  The remainder of the
complex was  ultimately  lost in April 1997 when the  Bankruptcy  Court  ordered
title transfer of the Property,  resulting in the recognition by the B & V Local
Partnership  of a  gain  on  the  extinguishment  of  debt  of  $6,441,935.  The
Partnership's  investment  balance  in  the  B  &  V  Local  Partnership,  after
cumulative  equity  losses,  became zero  during the year ended March 30,  1995.
Therefore,  the  aforementioned  gain and losses had no impact on the  financial
position, results of operations or cash flows of the Partnership.

   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. As noted above, the Partnership's  investment  balance in the B & V
   Local  Partnership  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 99% limited  partnership  interest in the B & V Phase I Local  Partnership,
   which  owned a  97-unit,  Section 8  assisted  apartment  complex  located in
   Homestead,  Florida,  which was acquired from principals of the Local General
   Partner during the year ended March 30, 1995. 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.  Pursuant to 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.

<PAGE>


                                            
                     AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5. Investment in Local Partnerships (continued)

   On January 14, 1997, by agreement between 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  complied with this order.
   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.  On
   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.  On  July  14,  1997,  the  Bankruptcy  Court  approved  a
   stipulation  between the lender and the B & V Phase I Local Partnership which
   incorporated the tentative agreement.  On September 10, 1997, the B & V Phase
   I Local Partnership filed a plan of reorganization  with the Bankruptcy Court
   and on October 28, 1997 the  Bankruptcy  Court issued an order  approving the
   Disclosure  Statement  filed in connection  therewith and setting a timetable
   for confirming the plan. The plan of reorganization was confirmed on or about
   December  9, 1997.  Because  alternative  sources of  financing  could not be
   secured,  the  property  was  transferred  to the  lender  in May  1998.  The
   Partnership's  investment  balance  in the B & V Phase  I Local  Partnership,
   after cumulative  equity losses,  became zero during the year ended March 30,
   1996.  Accordingly,  the  aforementioned  impairment  had  no  effect  on the
   financial position, results of operations or cash flows of the Partnership.

The Cobbet Local Partnership was originally  financed with a first mortgage with
mandatory  monthly payment terms with the  Massachusetts  Housing Finance Agency
("MHFA") and a second mortgage with MHFA under the State Housing  Assistance for
Rental Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments"). The
terms of the  SHARP  Operating  Loan  called  for  declining  Operating  Subsidy
Payments  over its term (not more than 15 years).  However,  due to the economic
condition  of the  Northeast  region in the early  1990's,  MHFA  instituted  an
operating  deficit loan (the "ODL")  program  which  supplemented  the scheduled
reduction in the Operating  Subsidy  Payments.  Effective  October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that the Cobbet Local
Partnership  will no longer be receiving the ODL, without which the Cobbet Local
Partnership  would be unable to make the full Mandatory Debt Service payments on
its first mortgage. Although MHFA has notified the Cobbet Local Partnership and,
to the Local General  Partners'  knowledge,  other ODL recipients as well,  that
MHFA considers the mortgages to be in default,  the Local General  Partners have
agreed to a plan proposed by MHFA to recapitalize  the Cobbet Local  Partnership
from capital to be received  from the admission of a new limited  partner.  Such
limited partner would receive a substantial  portion of the annual allocation of
the Cobbett Local Partnership's tax losses commencing January 1, 1999, plus cash
flows and  residuals,  if any. The  Partnership  and the Local General  Partners
would retain a  sufficient  interest in the Cobbet  Local  Partnership  to avoid
recapture of Low-income Tax Credits.  Although the Cobbett Local Partnership has
executed the MHFA documents,  there can be no assurance that a suitable  limited
partner will be attracted and provide the needed capital contribution,  in which
circumstance  MHFA  would be  expected  to  retain  its  rights  under  the loan
documents.  The future  financial  viability of the Cobbet Local  Partnership is
highly  uncertain.  The  Partnership's  investment  balance in the Cobbett Local
Partnership,  after cumulative equity losses,  became zero during the year ended
March 30, 1994.

   The Erie Local Partnership,  which is in the tenth year of the Low-income Tax
   Credit  period,  is subject to an amended  and  restated  note (the  "Amended
   Note")  dated  December  1, 1994  (which  matured on December 1, 1997) and is
   entitled to a  project-based  rental subsidy under Chapter 707 of the Acts of
   1966 of the  Commonwealth  of  Massachusetts,  which contract is subject to a
   year to year  renewal.  The  original  financing  called for  Mandatory  Debt
   Service  of  $7,647  per  month,  while the  Amended  Note  required  monthly
   Mandatory Debt Service of $5,883.  The Local General  Partners  reported that
   the Erie Local  Partnership  was several months in arrears under the terms of
   the  Amended  Note,  that a  default  was  declared  by the  lender  and that
   discussions were being held with the lender. While negotiations were ongoing,
   the lender  conducted a foreclosure  sale of the property in April 1998.  The
   Partnership has been advised by its counsel that the foreclosure  sale can be
   "unwound" for tax purposes  (thereby avoiding any recapture of Low-income Tax
   Credit  benefits) if, prior to December 31, 1998, the Erie Local  Partnership
   repurchases the property and the Partnership (or a third party) purchases and
   reinstates  the Amended  Note.  The  Partnership  has offered to purchase the
   Amended  Note  (provided  that the property is  reconveyed  to the Erie Local
   Partnership)  for the face amount  thereof,  but to date,  the lender has not
agreed. As a result of the uncertainty of future operating income,  the combined
financial  statements of the Local  Partnerships for the year ended December 31,
1997  include a loss from  impairment  of  long-lived  assets of $744,126  which
represents an adjustment of the real property of the Erie Local Partnership.  As
the  result,  the  Partnership  recognized  additional  equity  in  loss  of its
investment in the Erie Local Partnership of approximately  $99,000 in connection
with the aforementioned impairment.



<PAGE>


--------------------------------------------------------------------------------
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


6. Transactions with General Partner and Affiliates

   For the years ended  March 30,  1998,  1997 and 1996,  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>

                                  1998                 1997               1996
                           -----------------------------------------------------
                               Paid  Incurred    Paid  Incurred     Paid  Incurred
      <S>                       <C>      <C>     <C>      <C>       <C>      <C>
      Management fee (see   $175,466 $175,466   $175,466 $175,466   $175,466 $175,466
       Note 8)

   </TABLE>
   For the years ended December 31, 1997, 1996 and 1995, 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>

                                         1997            1996               1995
                          --------------------------------------------------------
                              Paid   Incurred        Paid  Incurred    Paid  Incurred
                                                            
       <S>                     <C>      <C>           <C>      <C>       <C>        <C>

     Property management   $  84,628 $  167,376     151,033  157,983   152,220  142,925
       fees

      Insurance               98,453    101,245     195,321  202,343   162,419  149,673

      Advance                 74,525      --          --       --        2,500     --

      Property                  --        --          --       --       74,900     --
        development fees
   </TABLE>


   The property development fees were capitalized by the Local Partnerships.


<PAGE>


--------------------------------------------------------------------------------
                                             
--------------------------------------------------------------------------------
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


7. Taxable Loss

   A reconciliation  of the financial  statement net loss of the Partnership for
   the years ended March 30, 1998,  1997 and 1996 to the tax return net loss for
   the years ended December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
                                              1998             1997             1996
                                       ---------------------------------------------
    <S>                                        <C>              <C>              <C>
    Financial  statement  net loss for
      the years ended March 30,  1998, $ (1,684,224)    $ (2,384,219)     $ (2,425,508)
      1997 and 1996

    Add (less) net transactions occurring between:
      January 1, 1995 to March 30,           --               --               (52,025)
      1995
      January 1, 1996 to March 30,           --              (40,146)           40,146
      1996
      January 1, 1997 to March 30,         (112,344)         112,344              --
      1997
      January 1, 1998 to March 30,           40,964            --                 --
                                       --------------   ---------------  -------------
      1998

    Adjusted financial statement net
      loss for the years ended December  (1,755,604)      (2,312,021)       (2,437,387)
      31, 1997, 1996 and 1995

    Differences arising from equity
      in loss of investment in Local        (36,449)      (3,435,403)       (1,981,297)
      Partnerships

    Other differences                        (7,890)          (7,010)         (11,755)
                                       --------------   --------------   -------------- 

    Tax return net loss for the
      years ended December 31,         $ (1,799,943)    $ (5,754,434)     $ (4,430,439)
                                       ============     ============      ============ 
      1997, 1996 and 1995

</TABLE>

   The  differences  between the equity in the investment in Local  Partnerships
   for tax return and financial  reporting  purposes as of December 31, 1997 and
   1996 are as follows:
<TABLE>
<CAPTION>
                                                 1997           1996
                                            -------------  ---------
    <S>                                    <C>             <C>
    Investment in Local Partnerships -     $ 5,886,792     $ 7,395,928
    financial reporting
    Investment in Local Partnerships - tax  (2,203,935)       (705,874)

                                           $ 8,090,727     $ 8,101,802
                                           ===========     ===========
</TABLE>

   Payable to general  partner in the  accompanying  balance  sheets  represents
   accrued  management  fees  deductible  for tax purposes  pursuant to Internal
   Revenue Code Section 267.


<PAGE>


--------------------------------------------------------------------------------
                                             
--------------------------------------------------------------------------------
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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, 1998. 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, 1998 and 1997.

   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, 1998. 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, 1998 and 1997.

   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.  In October 1997,  Congress  passed the  Multifamily
   Assisted Housing and Reform and  Affordability  Act whereby the United States
   Department of Housing and Urban Development  ("HUD") has been given authority
   to renew  certain  project based  Section 8 contracts  expiring  during HUD's
   fiscal year 1998,  where  requested by an owner,  for an additional  one year
   term  generally  at  or  below  current  rent  levels,   subject  to  certain
   guidelines.  HUD has  additional  programs  which,  in  general,  provide 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.  Four Local  Partnerships',  Section 8 contracts  are scheduled to
   expire in 1998.

In connection with the Cobbet Local Partnership's financing, the Partnership has
provided collateral to secure a letter of credit in the amount of $242,529 which
had been established for the purpose of covering future operating  deficits,  if
any, of the Cobbet  Local  Partnership.  The lender may draw  directly  from the
letter of credit to fund any operating  deficits that exist and upon any default
by the Cobbet Local Partnership with respect to any of the obligations under the
loan agreement.  At the end of a 12-month period in which the property  achieves
positive cash flow, the undrawn  balance in the letter of credit and any amounts
advanced  under  a  separate  operating  guaranty  (not  an  obligation  of  the
Partnership)  shall be released or reduced at the written  request of the Cobbet
Local Partnership by $114,315.  Thereafter, in any subsequent 12-month period in
which  there is  positive  cash flow,  the same  amount may be  released.  These
releases will only be made so long as the Cobbet Local  Partnership has complied
with the conditions set forth by the lender as provided in the loan agreement.





<PAGE>


--------------------------------------------------------------------------------
                                             
-------------------------------------------------------------------------------
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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.

   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.

   The estimated  fair value of the  Partnership's  financial  instruments as of
   March 30, 1998 and 1997 are disclosed elsewhere in the financial statements.



<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: 

<TABLE>
<CAPTION>
                           Served in present
Name                       capacity since 1          Position held
<S>                        <C>                       <C>
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

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


Richard Paul Richman, age 50, is the sole Director and President of Richman Tax.
Mr. Richman is the President and sole  stockholder of Richman Group. 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 37, 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 40, is a Vice  President  and  Treasurer  of Richman Tax. Mr.
Ludeke,  a Vice  President  and the  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 the Treasurer of Richman
Asset  Management,  LLC ("RAM"),  an  affiliate  of Richman  Tax.  Mr.  Ludeke's
responsibilities  in connection with RAM include advisory services provided to a
small business investment company and various partnership management functions.

Gina S. Scotti,  age 42, is the  Secretary of Richman Tax. Ms.  Scotti is a Vice
President  and the  Secretary  of Richman  Group.  As the  Director  of Investor
Services, Ms. Scotti is responsible for 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, 1998,
Richman Tax did not pay any remuneration to any of its officers or its 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 23261, is the owner of 2,800 Units, representing  approximately 6.8% of
all such Units.  As of May 20, 1998,  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, 1997  allocated to the General  Partner were $17,999 and
$41,261,  respectively.  The tax losses and net Low-income Tax Credits generated
by the  General  Partner  during  the year  ended  December  31,  1997 (from the
allocation  of  Registrant  discussed  above) and  allocated to Richman Tax were
$12,922 and $28,475, 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, 1998.



<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>
                                                      Incorporated by
                        Exhibit                        Reference to
    <S>     <C>                                <C>
    3.1     Certificate of Limited             Exhibit 3.2 to Amendment
            Partnership of Registrant          No. 2 to the Registration
                                               Statement on Form
                                               S-11 dated April 29, 1988
                                               (File No. 33-20391)

    10.1    4611 South Drexel Limited          Exhibit 10.3 to Form 10-Q
            Partnership Agreement of Limited   Report
            Partnership                        dated December 30, 1989
                                               (File No. 0-17619)

    10.2    B & V, Ltd. Fourth Amended and     Exhibit 10.3 to Form 8-K
            Restated Agreement and             Report
            Certificate of Limited Partnership dated January 17, 1989
                                               (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  Exhibit 10.4 to Form 10-K
            Partnership Interests, Assumption  Report
            of Responsibilities, and           dated March 30, 1997
            Waiver of Conditions               (File No. 0-17619)

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

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

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

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


<PAGE>


--------------------------------------------------------------------------------
                                           
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      Incorporated by
                        Exhibit                        Reference to
    <S>     <C>                                <C>
    10.9    Amendment No. 3 to Cityside        Exhibit 10.6 to Form 10-K
            Apartments, L.P. Amended and       Report
            Restated Agreement of Limited      dated March 30, 1992
            Partnership
                        (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       dated March 30, 1990
            Limited Partnership                (File No. 0-17619)

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

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

    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   Exhibit 10.6 to Form 10-K
            Second Amended and Restated        Report
            Agreement of Limited Partnership   dated March 30, 1990
                                               (File No. 0-17619)
    10.15   Erie Associates Limited            Exhibit 10.2 to Form 10-K
            Partnership Amended and Restated   Report
            Agreement and Certificate of       dated March 30, 1989
            Limited Partnership                (File No. 33-20391)

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

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

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

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

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


<PAGE>


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

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

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

    10.24   Amended and Restated Articles of   Exhibit 10.2 to Form 10-Q
            Partnership in Commendam of Pine   Report
            Hill 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        Exhibit 10.23 to Form
            Partnership of Santa Juanita       10-K Report dated March
            Limited Dividend Partnership and   30, 1994
            Amendment No. 2 to the Amended     (File No. 0-17619)
            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       dated March 30, 1989
            Limited Partnership                (File No. 33-20391)

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


-------------------------------------------------------------------------------
                                             
-------------------------------------------------------------------------------
                                                      Incorporated by
            <TABLE>
            <CAPTION>
                        Exhibit                        Reference to
    <S>     <C>                                <C>
    10.32   Amendment No. 2 to Vista del Mar   Exhibit 10.4 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)

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

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

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

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

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

    99.24   Supplement No. 1 dated August 11,  Exhibit 28.3 to Form 10-K
            1988 to Prospectus                 Report
                                               dated March 30, 1991
                                               (File No. 0-17619)

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

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

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

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

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

    99.30   December 31, 1996 financial        Exhibit 99.30 to Form 10-K
            statements of Cityside             Report dated March 30, 1997
            Apartments, L.P. pursuant to       (File No. 0-17619)
            Title 17, Code of Federal
            Regulations, Section 210.3-09
   </TABLE>


<PAGE>


--------------------------------------------------------------------------------
                                             
-------------------------------------------------------------------------------
   <TABLE>
   <CAPTION>
    <S>     <C>
    99.31   December 31, 1997 financial
            statements of Cityside
            Apartments, L.P. pursuant to
            Title 17, Code of Federal
            Regulations, Section 210.3-09

    99.32   December 31, 1997 financial
            statements of Blue Hill Housing Limited
            Partnership  pursuant  to  
            Title17,  Code  of  Federal  
            Regulations, Section 210.3-09
   </TABLE>


   (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 29, 1998               /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. 

<TABLE>
<CAPTION>
          Signature                        Title                         Date

<S>                            <C>                           <C>
     /s/ Richard Paul Richman     President, Chief                   June 29, 1998
     ------------------------                                        -------------
                                  Executive Officer
                                  and Director of the
                                  general partner
                                  of the General Partner

     /s/ Neal Ludeke                Vice President and                 June 29, 1998
     ---------                                                       -------------
                                  Treasurer of the general
                                  partner of the General
                                  Partner (Principal
                                  Financial and Accounting
                                  Officer of Registrant)
</TABLE>