0


                                  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, 2001
                                    --------------

                                       OR

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

                                     0-17619
                                     -------
                            (Commission File Number)

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

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

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

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

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

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

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

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

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

Registrant has no voting stock.

Documents incorporated by reference:

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



<PAGE>



                                     PART I

Item 1.     Business

Formation


American Tax Credit Properties L.P. ("Registrant"), a Delaware limited
partnership, was formed on February 12, 1988 to invest primarily in leveraged
4low-income multifamily residential complexes (the "Property" or "Properties")
that qualify for the low-income tax credit in accordance with 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
that 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 File 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 to investors. 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.

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, Tax and Trade Relief
Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000 and Economic Growth and Tax Relief Reconciliation
Act of 2001 (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.

                                       2

<PAGE>

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 "Ten Year Credit Period"). The Ten Year
Credit Period has been fully exhausted by all of the Properties as of December
31, 2000. 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. ("B & V") 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. ("B & V Phase I")
suffered an event of recapture of Low-income Tax Credits resulting from the same
hurricane and a resulting foreclosure. Due to delays in the reconstruction of
the complex, B & V Phase I was unable to comply with the terms of its agreement
with the lender. In April 1998, Erie Associates Limited Partnership ("Erie")
suffered an event of recapture as a result of a foreclosure sale directed by the
lender, due to accumulated arrearages under the terms of the mortgage.

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, own a
99% Local Partnership Interest in Santa Juanita Limited Dividend Partnership
L.P. ("Santa Juanita"); the ownership percentages of Registrant and ATCP II of
Santa Juanita 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 page 5). The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Since October 1997, the United States Department of
Housing and Urban Development ("HUD") has issued a series of directives related
to project based Section 8 contracts that define owners' notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could adversely
affect the future net operating income and debt structure of any or all Local
Partnerships currently receiving such subsidy or similar subsidies. Two Local
Partnerships' Section 8 contracts are currently subject to renewal under
applicable HUD guidelines. In addition, two Local Partnerships have entered into
restructuring agreements, resulting in both a lower rent subsidy and lower
mandatory debt service with no anticipated adverse impact to the operating
results of the Properties.


                                       3


<PAGE>


Item 2.      Properties (continued)

<TABLE>
<CAPTION>
                                                                         Mortgage loans
Name of Local Partnership                   Number                         payable as of       Subsidy
Name of apartment complex                   of rental     Capital          December 31,        (see
Apartment complex location                  units        contribution       2000               Footnotes)
--------------------------                  ----------   ------------    ---------------      ----------
<S>                                        <C>            <C>           <C>                    <C>

4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                               44       $  649,643       $1,322,244            (1c)

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

B & V Phase I, Ltd.
Gardens of Homestead
Homestead, Florida                              97          140,000(3)         -- (3)

Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts                      144        4,506,082        6,431,587            (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                            126        6,098,988        7,569,351            (1a)

Cobbet Hill Associates Limited
Partnership
Cobbet Hill Apartments                         117        5,060,942       13,865,213          (1a&b)
Lynn, Massachusetts

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                              100        1,518,229        3,962,219          (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                              102        1,701,849        4,538,307          (1a&e)

Erie Associates Limited Partnership
Erie Apartments                                 18          755,737(3)         -- (3)
Springfield, Massachusetts

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                        164       2,832,224        5,033,037            (1a)

Golden Gates Associates
Golden Gates
Brooklyn, New York                               85         879,478        4,580,629            (1b)

Grove Park Housing, A California Limited
Partnership Grove Park Apartments
Garden Grove, California                        104       1,634,396        6,807,072            (1a)
</TABLE>


                                        4

<PAGE>


Item 2.     Properties (continued)

<TABLE>
<CAPTION>
                                                                         Mortgage loans
Name of Local Partnership                   Number                         payable as of       Subsidy
Name of apartment complex                   of rental     Capital          December 31,        (see
Apartment complex location                  units        contribution       2000               Footnotes)
--------------------------                  ----------   ------------    ---------------      ----------
<S>                                        <C>            <C>           <C>                    <C>
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                           50        $   352,693          $1,479,818          (1b)

Hilltop North Associates, A Virginia
Limited Partnership
Hilltop North Apartments
Richmond, Virginia1                            60          1,470,734           3,215,052          (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                      158          1,047,744           3,318,389          (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                         110            613,499           2,261,644        (1a&d)

Santa Juanita Limited Dividend
Partnership L.P.
Santa Juanita Apartments                       45            313,887(2)        1,456,361       (1a&b)
Bayamon, Puerto Rico

Vista del Mar Limited Dividend
Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                          152          3,097,059           5,197,534       (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                           50            289,730           1,133,650       (1a&d)
                                                           ---------         -----------

                                                         $35,013,709         $72,172,107
                                                         ===========         ===========
</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)   The Local Partnership's debt structure includes a principal or
             interest payment subsidy.

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

       (d)   The Local Partnership's Section 8 contracts are currently subject
             to renewal under applicable HUD guidelines.

       (e)   The Local Partnership has entered into a restructuring agreement of
             its Section 8 contracts and debt structure under applicable HUD
             guidelines.

   (2)  Reflects amount attributable to Registrant only.

   (3)  The property was lost through lender's foreclosure. The Local
        Partnership has no underlying assets and liabilities and is not included
        in the combined balance sheets of the Local Partnerships as of December
        31, 2000 and 1999 in Note 5 to the financial statements.

                                       5

<PAGE>

Item 3.     Legal Proceedings


Registrant is not aware of any 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.


                                        6


<PAGE>


                                     PART II

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

Market Information and Holders


There is no established public trading market for Registrant's Units.
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 31, 2001 was
2,334, 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 (i) on the prior August 15th for reporting
on December year-end and subsequent client account statements through the
following May's month-end client account statements and (ii) on March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statements of the same year. 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.

Distributions

Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that 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 cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2001 and 2000.

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, 2000 and 1999 and the cumulative Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2000 are as follows:

                                              Historic                  Net
                                           Rehabilitation           Low-income
                                            Tax Credits             Tax Credits
                                            -----------             -----------
       Tax year ended December 31,       $      --               $      2.57
       2000
       Tax year ended December 31,              --                     47.13
       1999

       Cumulative totals                 $     71.88             $  1,454.28

Registrant has generated total Tax Credits from investments in Local
Partnerships of approximately $1,526 per Unit through December 31, 2000, net of
circumstances which have given rise to, and notwithstanding future circumstances
which may give 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). The Ten Year Credit
Period for all of the Properties has been fully exhausted as of December 31,
2000.

                                       7

<PAGE>


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,
                                    ------------------------------------------------------------------------
                                       2001          2000          1999           1998             1997
                                    ----------     ---------     ----------     -----------      -----------
<S>                                <C>             <C>            <C>             <C>             <C>
Interest and other  revenue      $    187,488      $   207,610    $  249,174   $   261,201    $   259,193
                                 ============      ===========    ==========   ===========    ===========

Equity in loss of investment     $ (1,227,326)     $(1,075,642)  $(2,262,176)  $(1,484,136)   $(2,049,756)
                                 ============      ===========   ===========   ===========    ===========
  in local partnerships

Net loss                         $ (1,468,424)     $(1,370,463)  $(2,543,362)  $(1,684,224)   $(2,384,219)
                                 ============      ===========   ===========   ===========    ===========

Net loss per unit of  limited
partnership interest             $     (35.21)     $    (32.86)  $    (60.99)  $    (40.39)   $    (57.17)
                                 ============      ===========   ===========   ===========    ===========


                                                                  As of March 30,
                                   ------------------------------------------------------------------------
                                       2001          2000          1999           1998               1997
                                   ----------     ---------     ----------     -----------      -----------
Total assets                     $3,537,540        $4,961,826    $6,478,405    $9,011,845       $10,611,961
                                 ==========        ==========    ==========    ==========       ===========
</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") that own low-income multifamily residential complexes (the
"Property" or "Properties") that qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income Tax
Credit"); one Local Partnership owns a Property that also qualifies for the
historic rehabilitation tax credit in accordance with Section 48 (g) of the
Internal Revenue Code of 1986. The Net Proceeds were utilized in acquiring an
interest in nineteen Local Partnerships.

As of March 30, 2001, Registrant has cash and cash equivalents and investments
in bonds totaling $1,904,979, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2001, Registrant's investments in bonds represent
corporate bonds of $229,411, U.S. Treasury bonds of $1,331,548 and U.S.
government agency bonds of $266,431 with various maturity dates ranging from
2001 to 2007. 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, 2001, Registrant received cash from interest
revenue, redemptions/maturities and sales of bonds and distributions from Local
Partnerships and utilized cash for operating expenses, investments in bonds and
advances to certain Local Partnerships (see Local Partnership Matters below).
Cash and cash equivalents and investments in bonds decreased, in the aggregate,
by approximately $412,000 during the year ended March 30, 2001 (which includes a
net unrealized gain on investments in bonds of approximately $40,000, the
amortization of net premium on investments in bonds of approximately $22,000 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.

                                       8

<PAGE>




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

During the year ended March 30, 2001, 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, 2000 of $1,227,326 and cash distributions
received from Local Partnerships of $92,182 (exclusive of distributions from
Local Partnerships of $27,475 classified as other income), partially offset by
investments in Local Partnerships of $311,351. Payable to general partner in the
accompanying balance sheets as of March 30, 2001 and 2000 represents accrued
management and administration 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. Accordingly, 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
generally 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, except to the extent that Registrant has an outstanding commitment
to fund future amounts on behalf of a 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 those Local Partnerships still operating as of the
dates indicated, 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. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the carrying
value is considered to exceed the estimated value derived by management (which
contemplates remaining Low-income Tax Credits and potential residual value,
among other things) ("Local Partnership Carrying Value"). Accordingly,
cumulative losses and cash distributions in excess of the investment or an
adjustment to an investment's carrying value 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, 2001, 2000 and 1999
resulted in net losses of $1,468,424, $1,370,463 and $2,543,362, respectively.
The decrease in net loss from 1999 to 2000 is primarily attributable to a
decrease in equity in loss of investment in local partnerships of approximately
$1,187,000. Equity in loss of investment in local partnerships has fluctuated
over the last three years as a result of (i) Registrant adjusting the Local
Partnership Carrying Value in connection with its investments in Cityside
Apartments, L.P. and Hilltop North Associates, A Virginia Limited Partnership
("Hilltop") during the year ended March 30, 1999 by $596,586 and $423,919,
respectively, (ii) gains resulting from foreclosure actions in connection with B
& V Phase I, Ltd. ("B & V Phase I") and Erie Associates Limited Partnership
("Erie") and (iii) changes in the net operating losses of those Local
Partnerships in which Registrant continues to have an investment balance.

The Local Partnerships' loss from operations of approximately $3,610,000 for the
year ended December 31, 2000 includes depreciation and amortization expense of
approximately $3,906,000 and interest on non-mandatory debt of approximately
$674,000, and does not include principal payments on permanent mortgages of
approximately $770,000. The Local Partnerships' loss from operations of
approximately $3,320,000 for the year ended December 31, 1999 includes
depreciation and amortization expense of approximately $3,868,000 and interest
on non-mandatory debt of approximately $665,000, and does not include principal
payments on permanent mortgages of approximately $724,000. The Local
Partnerships' loss from operations of approximately $3,608,000 for the year
ended December 31, 1998 includes depreciation and amortization expense of
approximately $3,891,000 and interest on non-mandatory debt of approximately
$610,000, and does not include principal payments on permanent mortgages of
approximately $621,000. The results of operations of the Local Partnerships for
the year ended December 31, 2000 are not necessarily indicative of the results
that may be expected in future periods.

                                       9

<PAGE>


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

Local Partnership Matters

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 "Ten Year Credit Period"). The Ten Year
Credit Period has been fully exhausted by all of the Properties as of December
31, 2000. 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.

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. 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"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Two Local Partnerships'
Section 8 contracts are currently subject to renewal under applicable HUD
guidelines. In addition, two Local Partnerships have entered into restructuring
agreements, resulting in both a lower rent subsidy and lower mandatory debt
service with no anticipated adverse impact to the operating results of the
Properties.

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that 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, 2000, revenue from
operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above 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.

Hilltop North Associates, A Virginia Limited Partnership ("Hilltop") reported an
operating deficit of approximately $110,000 for the year ended December 31,
2000. Due to ongoing operating deficits, the Local General Partner approached
Registrant concerning the co-funding of such deficits. As of March 30, 2001,
Registrant has advanced approximately $56,000, of which approximately $13,000
was advanced during the year then ended. The Local General Partner has been
conducting discussions with the local housing authority and HUD in an effort to
resolve what the Local General Partner considers to be excessive tenant,
maintenance and other requirements placed on the Property by the local housing
authority which have resulted in unduly high levels of operating expenses.
Payments on the mortgage and real estate taxes are current. Registrant's
investment balance in Hilltop, after cumulative equity losses and an adjustment
to the investment's carrying value, became zero during the year ended March 30,
1999. Hilltop generated approximately $6.6 per Unit per year of credits to the
limited partners upon the expiration of its Low-income Tax Credit allocation in
1999.

                                       10

<PAGE>


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

Cobbet Hill Associates Limited Partnership ("Cobbet") 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 that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. MHFA adopted a plan to recapitalize several of the ODL program
properties with funds to be contributed from the admission of a new limited
partner, and MHFA commissioned an institutional broker (the "Broker") to
identify such a new limited partner. However, MHFA communicated with Cobbet
(confirmed by letter dated February 7, 2000) that Cobbet was not included in
MHFA's recapitalization program because Cobbet is party to a project based
Section 8 contract. However, MHFA communicated that Cobbet was free to identify
a new limited partner, independent of MHFA's process, with the intention similar
to that of the recapitalization plan. In the February 7, 2000 letter, MHFA
provided Cobbet until March 3, 2000 to notify MHFA of its desire to modify its
mortgage loan by paying the required fee (which as a practical matter would
require a recapitalization investor) and made no reference in the letter to the
previous discussion in which MHFA indicated that Cobbet could locate a separate
recapitalization investor. Cobbet replied to MHFA, indicating its desire to
locate a recapitalization investor. The Local General Partners contacted the
Broker, which indicated that a private investor may be interested in a
recapitalization plan for Cobbet. On August 7, 2000, the General Partners of
Cobbet met with MHFA to discuss future capital improvements. A contribution
payment of $300,000 was offered by Registrant to help fund the capital
improvements, with $150,000 to be advanced currently (all of which has been
advanced by Registrant as of March 30, 2001) and $50,000 to be advanced annually
over each of the next three years. MHFA approved all of the items on the agenda
and indicated a strong interest in pursuing a recapitalization of Cobbet. In
January 2001, MHFA notified Cobbet in writing as to whether Cobbet was willing
to participate in another recapitalization plan (notwithstanding Cobbet's
project based Section 8 contract) which MHFA may pursue and in February 2001
Cobbet replied to MHFA that it is so interested. If such a plan were
implemented, such new limited partner would receive a substantial portion of the
annual allocation of Cobbet's tax losses upon such partner's admission, plus
cash flows and residuals, if any. Registrant and the Local General Partners
would retain a sufficient interest in Cobbet to avoid recapture of Low-income
Tax Credits. There can be no assurance that a plan will be implemented, and if
not, MHFA is likely to retain its rights under the loan documents. The future
financial viability of Cobbet is highly uncertain. The Property's historic tax
credit was allocated in 1988 and all of the Low-income Tax Credits have been
allocated since 1989. Registrant's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994.
Cobbet generated approximately $19.2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 1999.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $237,000 for the year ended December 31, 2000 due to
high vacancies resulting from deferred unit maintenance and required capital
improvements. As of March 30, 2001, Registrant has advanced approximately
$297,000, of which approximately $148,000 was advanced during the year then
ended, and it is expected that Registrant will make additional advances to make
needed capital improvements to the property in an effort to achieve stabilized
occupancy. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in South Drexel, after cumulative equity losses,
became zero during the year ended March 30, 1996. South Drexel generated
approximately $1.7 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2000.

Grove Park Housing, A California Limited Partnership ("Grove Park") reported an
operating deficit of approximately $42,000 for the year ended December 31, 2000
due to declining occupancy resulting from deferred unit maintenance and required
capital improvements. Payments on the mortgage and real estate taxes are
current. Registrant's investment balance in Grove Park, after cumulative equity
losses, became zero during the year ended March 30, 1995. Grove Park generated
approximately $7.6 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.


                                       11


<PAGE>


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

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.

Item 7A.    Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.


                                       12


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

Item 8.     Financial Statements and Supplementary Data


                                Table of Contents

                                                                       Page


Independent Auditors' Report.............................................14

Balance Sheets...........................................................15

Statements of Operations.................................................16

Statements of Changes in Partners' Equity (Deficit)......................17

Statements of Cash Flows.................................................18

Notes to Financial Statements............................................20




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.

                                       13

<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, 2001 and 2000, 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, 2001. 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 auditing standards generally
accepted in the United States of America. 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, 2001 and 2000, and the results of its operations
and its cash flows for each of the three years in the period ended March 30,
2001, in conformity with generally accepted accounting principles.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
May 17, 2001


                                       14

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 2001 AND 2000



                                               Notes      2001          2000
                                               -----     -------       -------

ASSETS

Cash and cash equivalents                       3,9     $  77,589     $  61,363
Investments in bonds                           4,5,8,9  1,827,390     2,255,521
Investment in local partnerships                5,8     1,587,296     2,595,453
Interest receivable                              9         45,265        49,489
                                                       ----------     ---------

                                                       $3,537,540    $4,961,826
                                                       ==========    ==========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                   $  56,896     $  52,548
Payable to general partner and affiliates       6,8        74,664        74,659
                                                        ---------     ---------
                                                          131,560       127,207
                                                        ---------     ---------
Commitments and contingencies                   5,8

Partners' equity (deficit)                      2,4

  General partner                                        (332,730)     (318,046)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                    3,629,627     5,083,367
  Accumulated other comprehensive income, net             109,083        69,298
                                                        ---------     ---------
                                                        3,405,980     4,834,619
                                                        ---------     ---------
                                                       $3,537,540    $4,961,826
                                                        ==========   ==========

                       See Notes to Financial Statements.

                       AMERICAN TAX CREDIT PROPERTIES L.P.



                                       15

<PAGE>

                            STATEMENTS OF OPERATIONS
                  YEARS ENDED MARCH 30, 2001, 2000 and 1999

<TABLE>
<CAPTION>


                                                    Notes            2001               2000            1999
                                                    -----            ----               ----            ----
<S>                                              <C>                <C>              <C>             <C>

REVENUE

Interest                                                        $    160,013        $   185,135        $   225,936
Other income from local partnerships                                  27,475             22,475             23,238
                                                                ------------       ------------       ------------

TOTAL REVENUE                                                        187,488            207,610            249,174
                                                                 -----------        -----------        -----------

EXPENSES

Administration fees                                    6,8           183,723            183,723            183,723
Management fee                                         6,8           175,466            175,466            175,466
Professional fees                                                     47,155            103,141            133,265
Printing, postage and other                                           22,242             40,101             37,906
                                                                  -----------        -----------        -----------
TOTAL EXPENSES                                                       428,586            502,431            530,360
                                                                  -----------        -----------        -----------
Loss from operations                                               (241,098)           (294,821)          (281,186)

Equity in loss of investment in                          5
local partnerships                                                (1,227,326)        (1,075,642)        (2,262,176)
                                                                  -----------        -----------        -----------
NET LOSS
                                                                  (1,468,424)        (1,370,463)        (2,543,362)

Other comprehensive income (loss)                        4            39,785           (137,764)           (26,376)
                                                                  -----------        -----------        -----------
COMPREHENSIVE LOSS                                              $ (1,428,639)       $(1,508,227)       $(2,569,738)
                                                                  ===========        ===========        ===========


NET LOSS ATTRIBUTABLE TO                                 2

   General partner                                              $    (14,684)       $   (13,705)       $   (25,434)
   Limited partners
                                                                  (1,453,740)        (1,356,758)        (2,517,928)
                                                                  -----------        -----------        -----------
                                                                $ (1,468,424)       $(1,370,463)       $(2,543,362)
                                                                  ===========        ===========        ===========


NET LOSS per unit of limited partnership
   interest (41,286 units of
   limited partnership interest)                                $     (32.86)       $    (35.21)       $    (60.99)
                                                                  ===========        ===========        ==========

</TABLE>




                       See Notes to Financial Statements.


                     AMERICAN TAX CREDIT PROPERTIES L.P.
             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)


                                       16

<PAGE>

                  YEARS ENDED MARCH 30, 2001, 2000 and 1999


<TABLE>
<CAPTION>

                                                                  Accumulated
                                                                     Other
                                                                 Comprehensive
                                     General      Limited        Income (Loss),
                                     Partner      Partners           Net          Total
                                  ------------   ---------      -------------  --------
<S>                              <C>             <C>             <C>             <C>
Partners' equity (deficit),       $  (278,907)   $ 8,958,053    $   233,438    $ 8,912,584
March 30, 1998
Net loss                                                                        (2,543,362)
Other comprehensive loss, net         (25,434)    (2,517,928)       (26,376)       (26,376)
                                  -----------    -----------    -----------    -----------

Partners' equity (deficit),
March 30, 1999                       (304,341)     6,440,125        207,062      6,342,846

Net loss                              (13,705)    (1,356,758)                   (1,370,463)
                                  -----------    -----------    -----------    -----------
Other comprehensive loss, net                                      (137,764)      (137,764)
                                  -----------    -----------    -----------    -----------
Partners' equity (deficit),
March 30, 2000                       (318,046)     5,083,367         69,298      4,834,619

Net loss                              (14,684)    (1,453,740)                   (1,468,424)

Other comprehensive income, net                                      39,785         39,785
                                   -----------    -----------    -----------   ------------
Partners' equity (deficit),
March 30, 2001                    $  (332,730)   $ 3,629,627    $   109,083    $ 3,405,980
                                   ===========    ===========    ===========    ===========

</TABLE>



                       See Notes to Financial Statements.


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  YEARS ENDED MARCH 30, 2001, 2000 and 1999


                                       17

<PAGE>

<TABLE>
<CAPTION>

                                                                     2001           2000           1999
                                                                ------------   ------------   ---------
<S>                                                           <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                               $ 186,117      $ 212,384      $ 244,449
Cash paid for
   administration fees                                           (183,718)      (160,665)      (183,723)
   management fee                                                (175,466)      (175,466)      (175,466)
   Professional fees                                              (44,745)      (136,751)       (96,965)
   Printing, postage and other expenses                           (20,304)       (37,901)       (37,908)
                                                                ----------     ----------     ----------

Net cash used in operating activities                            (238,116)      (298,399)      (249,613)
                                                                ---------      ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                        119,657        161,815         23,238
Investment in local partnerships                                 (311,351)      (181,536)
Investments in bonds (includes accrued interest                  (256,438)      (257,559)      (260,814)
of $482, $0 and $386)
Maturity/redemption and sale of bonds                             702,474        550,810        184,990
                                                                ---------      ---------      ---------
Net cash provided by (used in) investing activities               254,342        273,530        (52,586)
                                                                ---------      ---------      ---------

Net increase (decrease) in cash and cash equivalents               16,226        (24,869)      (302,199)

Cash and cash equivalents at beginning of year                     61,363         86,232        388,431
                                                                ---------      ---------      ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                        $  77,589      $  61,363      $  86,232
                                                                =========      =========      =========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net             $  39,785      $(137,764)     $ (26,376)
                                                                =========      =========      =========
--------------------------------------------------------------------------------------------------------

See reconciliation of net loss to net cash used in operating activities on page 19.
</TABLE>

                                       18




                       See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  YEARS ENDED MARCH 30, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                 2001                  2000             1999
                                                                            -----------          ------------       -----------
<S>                                                                       <C>                    <C>               <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES

Net loss                                                                    $(1,468,424)          $(1,370,463)      $(2,543,362)

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

  Equity in loss of investment in local partnerships                          1,227,326             1,075,642         2,262,176
  Loss on redemption and sale of bonds                                           15,316                 8,596
  Distributions from local partnerships classified as other income              (27,475)              (22,475)          (23,238)
  Amortization of net premium on investments in bonds                            22,361                27,461            37,667
  Accretion of zero coupon bonds                                                (16,279)              (16,324)          (16,279)
  Decrease (increase) in interest receivable                                      4,706                 7,516            (2,875)
  Increase (decrease) in accounts payable and accrued expenses                    4,348               (39,150)           36,298
  Increase in due to general partner and affiliates                                   5                30,798
                                                                            -----------           -----------       -----------
NET CASH USED IN OPERATING ACTIVITIES                                       $  (238,116)          $  (298,399)      $  (249,613)
                                                                            ===========           ===========       ===========
</TABLE>



                       See Notes to Financial Statements.

                                       19

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 2001, 2000 and 1999

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") that qualify
for the low-income tax credit in accordance with 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 that 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 a 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.

Investment in Local Partnerships

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 generally
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, except to the extent that the Partnership has an outstanding
commitment to fund future amounts on behalf of a 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 or additional
investment is made by the 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 the carrying value of its investments in
local partnerships. If the carrying value of an investment in a Local
Partnership exceeds the estimated value derived by management (which
contemplates remaining Low-income Tax Credits and estimated residual value,
among other things), the Partnership reduces its investment in any such Local
Partnership and includes such reduction in equity in loss of investment in local
partnerships.

Advances made to Local Partnerships are recorded as investments in local
partnerships. Such advances are considered by the Partnership to be voluntary
loans to the respective Local Partnerships and the Partnership may be reimbursed
at a future date to the extent such Local Partnerships generate distributable
cash flow or receive proceeds from sale or refinancing.

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 as of 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.

Cash and Cash Equivalents

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.

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)


                                       20


<PAGE>


                          MARCH 30, 2001, 2000 and 1999


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

Investments in Bonds

Investments in bonds are classified as available-for-sale and 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 would
be based on various factors, including significant movements in interest rates
and liquidity needs. Investments in bonds are carried at estimated fair value
and unrealized gains or losses are included as items of comprehensive income
(loss) and are reported as a separate component of partners' equity (deficit).

Premiums and discounts on investments in bonds 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 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 Statement of Financial Accounting Standard ("SFAS")
No. 109, "Accounting for Income Taxes," the Partnership has included in Note 7
disclosures related to differences in the book and tax bases of accounting.

Reclassifications

Certain prior year Local Partnership balances in Note 5 have been reclassified
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.


3. Cash and Cash Equivalents

As of March 30, 2001, the Partnership has $77,589 in cash and cash equivalents
that are deposited in interest-bearing accounts with an institution that is not
insured by the Federal Deposit Insurance Corporation.


                                       21


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


4. Investments in Bonds

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 that may arise in
connection with the Local Partnerships. Such bonds include $257,801 restricted
in connection with a Local Partnership's outstanding letter of credit (see Note
8). Investments in bonds are reflected in the accompanying balance sheets at
estimated fair value.

As of March 30, 2001, certain information concerning investments in bonds is as
follows:

<TABLE>
<CAPTION>

                                                             Gross                 Gross             Estimated
                                                           unrealized           unrealized              fair
 Description and maturity              Amortized             gains               losses                 value
 ------------------------             ----------           ----------           ----------           ----------
<S>                                  <C>                  <C>                  <C>                   <C>
 Corporate debt securities
 After one year through               $  198,946           $    3,529           $     --             $  202,475
 five years
 After five years through
ten years                                 25,330                1,606                 --                 26,936
                                      ----------           ----------           ----------           ----------
                                         224,276                5,135                 --                229,411
                                      ----------           ----------           ----------           ----------

U.S. Treasury debt
securities Within one year               599,544               15,043                 --                614,587
 After one year through
five years                               631,934               85,027                 --                716,961
                                      ----------           ----------           ----------           ----------

                                       1,231,478              100,070                 --              1,331,548
                                      ----------           ----------           ----------           ----------

U.S. government and agency
securities
 After five years through
ten years                                262,553                3,878                 --                266,431
                                      ----------           ----------           ----------           ----------
                                      $1,718,307           $  109,083           $     --             $1,827,390
                                      ==========           ==========           ==========           ==========
</TABLE>


                                       22


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


4.  Investments in Bonds (continued)


As of March 30, 2000, certain information concerning investments in bonds 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 five years         354,221           $     2,132           $    (1,648)          $   354,705
  After five years through ten years        337,440                   120                (5,295)              332,265
                                          ---------           -----------           -----------           -----------

                                            691,661                 2,252                (6,943)              686,970
                                          ---------           -----------           -----------           -----------

U.S. Treasury debt
 securities Within one year                 257,000                  --                    (441)              256,559
 After one year through five years          991,288                94,361                  --               1,085,649
                                          ---------           -----------           -----------           -----------

                                          1,248,288                94,361                  (441)            1,342,208
                                          ---------           -----------           -----------           -----------

U.S. government and agency securities
 After five years through ten years         246,274                  --                 (19,931)              226,343
                                          ---------           -----------           -----------           -----------

                                          2,186,223           $    96,613           $   (27,315)          $ 2,255,521
                                          =========           ===========           ===========           ===========

</TABLE>

                                       23


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 AND 1999


5. Investment in Local Partnerships

As of March 30, 2001, the Partnership owns a limited partnership interest in the
following Local Partnerships:

1.  4611 South Drexel Limited Partnership ("South Drexel");
2.  Blue Hill Housing Limited Partnership;
3.  Cityside Apartments, L.P. ("Cityside")*;
4.  Cobbet Hill Associates Limited Partnership ("Cobbet")*;
5.  Dunbar Limited Partnership;
6.  Dunbar Limited Partnership No. 2;
7.  Federal Apartments Limited Partnership;
8.  Golden Gates Associates;
9.  Grove Park Housing, A California Limited Partnership;
10. Gulf Shores Apartments Ltd.;
11. Hilltop North Associates, A Virginia Limited Partnership ("Hilltop");
12. Madison-Bellefield Associates;
13. Pine Hill Estates Limited Partnership;
14. Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita");
15. Vista del Mar Limited Dividend Partnership L.P.; and
16. Winnsboro Homes Limited Partnership.

*   An affiliate of the General Partner is a general partner of and/or provides
    services to the Local Partnership.


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, own a 99% Local Partnership Interest in
Santa Juanita; the ownership percentages of the Partnership and ATCP II of Santa
Juanita 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 has made
capital contributions in the aggregate amount of $35,013,709, which includes
advances to certain Local Partnerships. As of December 31, 2000, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$72,172,000 and accrued interest payable on such loans totaling approximately
$4,326,000, 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
$2,283,151, $2,187,634 and $2,305,457 for the years ended December 31, 2000,
1999 and 1998, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 5.

As a result of management's assessment of the carrying value of the investment
in local partnerships under applicable accounting guidelines (see Note 1), the
Partnership reduced its investment in Cityside and Hilltop during the year ended
March 30, 1999 by $596,586 and $423,919, respectively. Such losses are included
in equity in loss of investment in local partnerships in the accompanying
statement of operations of the Partnership for the year ended March 30, 1999.

                                       24


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

The combined balance sheets of the Local Partnerships as of December 31, 2000
and 1999 are as follows:

<TABLE>
<CAPTION>


                                                                       2000                        1999
                                                                 ------------                ------------
ASSETS

<S>                                                              <C>                         <C>
Cash and cash equivalents                                        $  1,074,364                $  1,459,390
Rents receivable                                                      273,522                     301,752
Escrow deposits and reserves                                        2,848,934                   3,044,082
Land                                                                3,850,061                   3,850,061
Buildings and improvements (net of accumulated
  depreciation of $44,487,757 and $40,669,508)                     62,267,223                  65,367,834

Intangible assets (net of accumulated
  amortization of $713,563 and $647,133)                            1,631,350                   1,697,780
Other assets                                                        1,052,996                     829,251
                                                                 ------------                ------------

                                                                 $ 72,998,450                $ 76,550,150
                                                                 ============                ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                          $  1,229,514                $  1,436,510
  Due to related parties                                            5,611,676                   5,238,017
  Mortgage loans                                                   72,172,107                  72,661,234
  Notes payable                                                     1,058,608                   1,086,384
  Accrued interest                                                  4,326,235                   3,920,983
  Other liabilities                                                   335,650                     318,438
                                                                 ------------                ------------
                                                                   84,733,790                  84,661,566
                                                                 ------------                ------------

Partners' equity (deficit)

  American Tax Credit Properties L.P.
   Capital contributions, net of distributions                     34,079,578                  33,975,428
   Cumulative loss                                                (31,604,236)                (30,376,910)
                                                                 ------------                ------------

                                                                    2,475,342                   3,598,518
                                                                 ------------                ------------
  General partners and other limited partners,
  including ATCP II
   Capital contributions, net of distributions                        391,416                     509,267
   Cumulative loss                                                (14,602,098)                (12,219,201)
                                                                 ------------                ------------


                                                                  (14,210,682)                (11,709,934)
                                                                 ------------                ------------

                                                                  (11,735,340)                 (8,111,416)
                                                                 ------------                ------------
                                                                 $ 72,998,450                $ 76,550,150
                                                                 ============                ============
</TABLE>


                                       25

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5.  Investment in Local Partnerships (continued)

The combined statements of operations of the Local Partnerships for the years
ended December 31, 2000, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>

                                                2000                    1999                    1998
                                            ------------             ------------             ------------
REVENUE
<S>                                         <C>                      <C>                      <C>
Rental                                      $ 15,228,268             $ 15,259,179             $ 15,161,189
Interest and other                               421,752                  381,424                  288,163
                                            ------------             ------------             ------------

Total Revenue                                 15,650,020               15,640,603               15,449,352
                                            ------------             ------------             ------------

EXPENSES

Administrative                                 2,473,170                2,382,660                2,309,273
Utilities                                      1,303,193                1,264,440                1,289,871
Operating and maintenance                      3,444,099                3,177,835                3,308,590
Taxes and insurance                            1,834,841                1,770,920                1,815,618
Financial                                      6,298,606                6,497,506                6,443,464
Depreciation and Amortization                  3,906,334                3,867,536                3,890,785
                                            ------------             ------------             ------------

Total Expenses                                19,260,243               18,960,897               19,057,601
                                            ------------             ------------             ------------

LOSS FROM OPERATIONS BEFORE
  EXTRAORDINARY ITEM
                                              (3,610,223)              (3,320,294)              (3,608,249)
                                            ------------             ------------             ------------
Extraordinary gain on
  extinguishment of debt                                                                         3,171,629
                                            ------------             ------------             ------------

NET LOSS                                    $ (3,610,223)            $ (3,320,294)            $   (436,620)
                                            ============             ============             ============


NET LOSS ATTRIBUTABLE TO

  American Tax Credit Properties            $ (1,227,326)            $ (1,075,642)            $ (1,241,671)
  L.P
  General partners and other
     limited partners,
     including ATCP  II,
     which includes
     specially  allocated
     items of net revenue
     to certain general
     partners of $0,
     $8,273 and $2,905,824,
     and Partnership  loss in
     excess of investment
     of $2,283,151,
     $2,187,634 and $2,305,457                (2,382,897)              (2,224,652)                 805,051
                                            ------------             ------------             ------------
                                            $ (3,610,223)            $ (3,320,294)            $   (436,620)
                                            ============             ============             ============
</TABLE>

                                       26

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year ended
March 30, 2001 is as follows:

<TABLE>
<CAPTION>



                                                                                                     Cash
                                    Investment in                           Partnership's        distributions
                                       Local            Investments         equity in loss          received
                                    Partnership       during the year         for the year       during the year
                                    balance as of          ended               ended                 ended
                                       March 30,          March 30,         December  31,            March 30,
Name of Local Partnership               2000                2001                2000                   2001
-------------------------           -------------     ---------------       --------------       -----------
<S>                                   <C>                 <C>                  <C>               <C>
4611 South Drexel Limited
  Partnership                         $        --         $   148,484          $  (148,484)(2)   $        --
Blue Hill Housing Limited
  Partnership                           1,429,239                  --             (162,968)          (75,507)
Cityside Apartments, L.P.                 389,881                  --             (389,881)(2)            --
Cobbet Hill Associates Limited
  Partnership                                  --             150,000             (300,000)(3)            --
Dunbar Limited Partnership                     --                  --                   -- (1)        (2,500)
Dunbar Limited Partnership No. 2
                                               --                  --                   -- (1)        (2,500)
Federal Apartments Limited
  Partnership                                  --                  --                   -- (1)        (5,000)
Golden Gates Associates                        --                  --                   -- (1)        (2,500)
Grove Park Housing, A California
  Limited Partnership
                                               --                  --                   -- (1)            --
Gulf Shores Apartments Ltd.                    --                  --                   -- (1)        (2,475)
Hilltop North Associates, A
  Virginia Limited Partnership                 --              12,867              (12,867)(2)            --
Madison-Bellefield Associates
                                          606,794                  --              (89,398)          (16,675)
Pine Hill Estates Limited
  Partnership                                  --                  --                   -- (1)       (10,000)
Santa Juanita Limited Dividend
  Partnership L.P.                         80,056                  --              (34,245)               --
Vista del Mar Limited Dividend
  Partnership L.P.                         89,483                  --              (89,483)(2)            --
Winnsboro Homes Limited Partnership                                --                   -- (1)        (2,500)
                                    -------------     ---------------       --------------       -----------
                                      $ 2,595,453           $ 311,351          $(1,227,326)      $  (119,657)
                                    =============     ===============       ==============       ===========
</TABLE>



<TABLE>
<CAPTION>


                                           Cash
                                       distributions
                                       classified as         Investment in
                                       other income              Local
                                        during the year       Partnership
                                           ended            balance as of
                                           March 30,            March 30,
Name of Local Partnership                   2001                  2001
-------------------------               -----------          -----------
<S>                                     <C>                  <C>
4611 South Drexel Limited
  Partnership                           $        --          $        --
Blue Hill Housing Limited
  Partnership                                    --            1,190,764
Cityside Apartments, L.P.                        --                   --
Cobbet Hill Associates Limited
  Partnership                                    --             (150,000)(3)
Dunbar Limited Partnership                    2,500                   --
Dunbar Limited Partnership No. 2              2,500                   --
Federal Apartments Limited
  Partnership                                 5,000                   --
Golden Gates Associates                       2,500                   --
Grove Park Housing, A California
  Limited Partnership                            --                   --
Gulf Shores Apartments Ltd.                   2,475                   --
Hilltop North Associates, A
  Virginia Limited Partnership                   --                   --
Madison-Bellefield Associates                    --              500,721
Pine Hill Estates Limited
  Partnership                                10,000                   --
Santa Juanita Limited Dividend
  Partnership L.P.                               --               45,811
Vista del Mar Limited Dividend
  Partnership L.P.                               --                   --
Winnsboro Homes Limited Partnership           2,500                   --
                                        -----------          -----------
                                        $    27,475          $ 1,587,296
                                        ===========          ============
</TABLE>



(1) Additional equity in loss of investment is not allocated to the Partnership
    until equity in income is earned or additional investment is made by the
    Partnership.
(2) The Partnership's equity in loss of an investment in a Local Partnership is
    limited to the remaining investment balance.
(3) The Partnership's investment balance is negative as a result of an
    outstanding commitment of the Partnership on behalf of the Local Partnership
    (see Note 1).


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year ended
March 30, 2000 is as follows:

<TABLE>
<CAPTION>

                                                                                                                 Cash
                                     Investment in                                                           distributions
                                         Local              Investments               Partnership's            received
                                      Partnership         during the year           equity in loss for        during the
                                     balance as of            ended                   the year ended          year ended
                                        March 30,            March 30,                   March 30,              March 30,
Name of Local Partnership               1999                  2000                         2000                   2000
-------------------------             -----------    -----------------                   -----------         -----------
4611 South Drexel Limited
<S>                                   <C>                  <C>                      <C>                    <C>
  Partnership                         $        --          $   138,193              $      (138,193)(2)    $          --
Blue Hill Housing Limited
  Partnership                           1,702,762                   --                     (139,183)            (134,340)
Cityside Apartments, L.P.                 805,694                   --                     (415,813)                  --
Cobbet Hill Associates Limited
  Partnership                                  --                   --                            --(1)               --
Dunbar Limited Partnership                     --                   --                            --(1)           (2,500)
Dunbar Limited Partnership No. 2
                                               --                   --                            --(1)           (2,500)
Federal Apartments Limited
  Partnership                                  --                   --                            --(1)           (2,500)
Golden Gates Associates                        --                   --                            --(1)               --
Grove Park Housing, A California
  Limited Partnership                          --                   --                            --(1)               --

Gulf Shores Apartments Ltd.                    --                   --                            --(1)           (2,475)
Hilltop North Associates, A
  Virginia Limited Partnership                 --               43,343                      (43,343)(2)               --
Madison-Bellefield Associates             668,494                   --                      (56,700)              (5,000)
Pine Hill Estates Limited
  Partnership                                  --                   --                            --(1)          (10,000)
Santa Juanita Limited Dividend
  Partnership L.P.                         97,313                   --                      (17,257)                  --
Vista del Mar Limited Dividend
  Partnership L.P.                        354,636                   --                     (265,153)                  --
Winnsboro Homes Limited Partnership            --                   --                            --(1)           (2,500)
                                      -----------    -----------------                   -----------         -----------
                                      $ 3,628,899    $         181,536                  $(1,075,642)         $  (161,815)
                                      ===========    =================                   ===========         ===========
</TABLE>


<TABLE>
<CAPTION>
                                        Cash
                                     distributions
                                      classified as        Investment in
                                      other income            Local
                                      during the year      Partnership
                                        ended              balance as of
                                       March 30,             March 30,
Name of Local Partnership                2000                  2000
-------------------------              -----------   ---------------
<S>                                    <C>           <C>
4611 South Drexel Limited
  Partnership                          $        --   $            --
Blue Hill Housing Limited
  Partnership                                   --         1,429,239
Cityside Apartments, L.P.                       --           389,881
Cobbet Hill Associates Limited
  Partnership                                   --                --
Dunbar Limited Partnership                   2,500                --
Dunbar Limited Partnership No. 2             2,500                --

Federal Apartments Limited
  Partnership                                2,500                --
Golden Gates Associates                         --                --
Grove Park Housing, A California
  Limited Partnership                           --                --

Gulf Shores Apartments Ltd.                  2,475                --
Hilltop North Associates, A
  Virginia Limited Partnership                  --                --
Madison-Bellefield Associates                   --           606,794
Pine Hill Estates Limited
  Partnership                               10,000                --
Santa Juanita Limited Dividend
  Partnership L.P.                              --            80,056
Vista del Mar Limited Dividend
  Partnership L.P.                              --            89,453
Winnsboro Homes Limited Partnership          2,500                --
                                       -----------   ---------------
                                       $    22,475   $     2,595,453
                                       ===========   ===============
</TABLE>



(1) Additional equity in loss of investment is not allocated to the Partnership
    until equity in income is earned or additional investment is made by the
    Partnership.
(2) The Partnership has adjusted the investment's carrying value in accordance
    with applicable accounting guidelines.


                                       28

<PAGE>




                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

Property information for each Local Partnership as of December 31, 2000 is as
follows:

<TABLE>
<CAPTION>

                                               Mortgage loans                             Buildings and         Accumulated
Name of Local Partnership                         payable                Land             improvements         depreciation
-------------------------                      --------------        -------------        -------------        -------------
<S>                                             <C>                  <C>                  <C>                  <C>
4611 South Drexel Limited Partnership           $   1,322,244        $      64,408        $   1,851,813        $    (684,767)
Blue Hill Housing Limited Partnership               6,431,587              111,325           10,902,347           (4,217,863)
Cityside Apartments, L.P.                           7,569,351              131,591           13,786,099           (5,685,545)
Cobbet Hill Associates Limited
  Partnership                                      13,865,213           16,303,843              504,683           (7,146,551)
Dunbar Limited Partnership                          3,962,219              117,126            6,007,797           (2,457,220)
Dunbar Limited Partnership No. 2                    4,538,307              131,920            6,650,515           (2,816,617)
Federal Apartments Limited Partnership              5,033,037              279,750            8,494,841           (3,641,161)
Golden Gates Associates                             4,580,629               29,585            5,821,145           (2,627,388)
Grove Park Housing, A California
  Limited Partnership                               6,807,072              956,952            7,676,667           (3,102,688)
Gulf Shores Apartments Ltd.                         1,479,818              172,800            1,750,427             (789,029)
Hilltop North Associates, A Virginia
  Limited Partnership                               3,215,052              240,514            5,008,146           (1,715,765)
Madison-Bellefield Associates                       3,318,389              245,000            5,692,853           (2,542,653)
Pine Hill Estates Limited Partnership               2,261,644               40,000            3,911,100           (1,647,847)
Santa Juanita Limited Dividend
  Partnership L.P.                                  1,456,361              228,718            2,363,130             (933,383)
Vista del Mar Limited Dividend                      5,197,534              565,689            8,709,405           (3,739,416)
  Partnership L.P.
Winnsboro Homes Limited Partnership                 1,133,650               30,000            1,824,852             (739,864)
                                               --------------        -------------        -------------        -------------

                                                $  72,172,107        $   3,850,061        $ 106,754,980        $ (44,487,757)
                                               ==============        =============        =============        ==============
</TABLE>

Property information for each Local Partnership as of December 31, 1999 is as
follows:

<TABLE>
<CAPTION>


                                             Mortgage loans                             Buildings and         Accumulated
Name of Local Partnership                       payable                Land             improvements         depreciation
-------------------------                    --------------        -------------        -------------        -------------
<S>                                           <C>                  <C>                  <C>                  <C>
4611 South Drexel Limited Partnership         $   1,333,663        $      64,408        $   1,756,833        $    (615,883)
Blue Hill Housing Limited Partnership             6,467,417              111,325           10,943,332
                                                                                                                (3,951,874)
Cityside Apartments, L.P.                         7,655,368              131,591           13,785,799
                                                                                                                (5,183,625)
Cobbet Hill Associates Limited
  Partnership                                    13,771,110              504,683           16,130,245           (6,547,220)
Dunbar Limited Partnership                        3,975,519              117,126            5,854,817           (2,234,201)
Dunbar Limited Partnership No. 2                  4,553,136              131,920            6,521,937           (2,566,708)
Federal Apartments Limited Partnership            5,109,836              279,750            8,414,835           (3,309,627)
Golden Gates Associates                           4,603,071               29,585            5,821,145           (2,419,692)
Grove Park Housing, A California
  Limited Partnership                             6,840,006              956,952            7,676,667           (2,823,568)
Gulf Shores Apartments Ltd.                       1,483,467              172,800            1,750,427             (727,502)
Hilltop North Associates, A Virginia
  Limited Partnership                             3,249,951              240,514            4,960,718           (1,564,759)
Madison-Bellefield Associates                     3,412,888              245,000            5,648,983           (2,293,800)
Pine Hill Estates Limited Partnership             2,320,461               40,000            3,899,805           (1,491,934)
Santa Juanita Limited Dividend                    1,471,761              228,718            2,348,638             (848,428)
  Partnership L.P.
Vista del Mar Limited Dividend
  Partnership L.P.                                5,251,901              565,689            8,705,439           (3,421,150)
Winnsboro Homes Limited Partnership               1,161,679               30,000            1,817,722             (669,537)
                                             --------------        -------------        -------------        -------------
                                              $  72,661,234        $   3,850,061        $ 106,037,342        $ (40,669,508)
                                             ==============        =============        =============        ==============
</TABLE>

                                       29

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

The summary of property activity during the year ended December 31, 2000 is as
follows:


<TABLE>
<CAPTION>
                                                                      Net change
                                      Balance as of              during the year ended        Balance as of
                                     December 31,1999              December 31, 2000          December 31,2000
                                     ----------------            ---------------------        ----------------
<S>                                  <C>                          <C>                          <C>
Land                                 $   3,850,061                $          --                $   3,850,061
Buildings and improvements             106,037,342                      717,638                  106,754,980
                                     ----------------            ---------------------        ----------------
                                       109,887,403                      717,638                  110,605,041
Accumulated depreciation               (40,669,508)                  (3,818,249)                 (44,487,757)
                                     ----------------            ---------------------        ----------------
                                     $  69,217,895                $  (3,100,611)               $  66,117,284
</TABLE>


B & V Phase I, Ltd. ("B & V Phase I") owned a 97-unit, Section 8 assisted
apartment complex located in Homestead, Florida. Prior to the Partnership's
investment during the year ended March 30, 1995, B & V Phase I 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, B & V
Phase I was to commence paying debt service in January 1995 which was to
coincide with the completion of construction. However, due to construction
delays, B & V Phase I 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. After pursuing various legal efforts that
were ultimately unsuccessful because alternative sources of financing could not
be secured, the property was transferred to the lender in May 1998. As a result,
the combined statement of operations of the Local Partnerships for the year
ended December 31, 1998 presented herein Note 5 does not include the results of
operations of B & V Phase I with the exception of an extraordinary gain
recognized on the extinguishment of debt in the amount of $2,467,526. The
Partnership's investment balance in B & V Phase I, after cumulative equity
losses, became zero during the year ended March 30, 1995, therefore the
aforementioned transfer had no effect on the financial position, results of
operations or cash flows of the Partnership.

Erie Associates Limited Partnership ("Erie"), which was in the tenth year of the
Low-income Tax Credit period, was subject to an amended and restated note (the
"Amended Note") dated December 1, 1994 (which matured on December 1, 1997) and
was entitled to a project-based rental subsidy under Chapter 707 of the Acts of
1966 of the Commonwealth of Massachusetts. 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 had
reported that Erie 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 made an offer to
repurchase the property and acquire the Amended Note in order to avoid adverse
tax consequences but was ultimately unsuccessful. As a result, the combined
statement of operations of the Local Partnerships for the year ended December
31, 1998 presented herein Note 5 does not include the results of operations of
Erie with the exception of an extraordinary gain recognized on the
extinguishment of debt in the amount of $704,103. The Partnership's investment
balance in Erie, after cumulative equity losses, became zero during the year
ended March 30, 1998, therefore the aforementioned transfer had no effect on the
financial position, results of operations or cash flows of the Partnership.


                                       30


<PAGE>




                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


5. Investment in Local Partnerships (continued)

Cobbet 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 that supplemented the scheduled
reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no longer
receives the ODL, without which Cobbet is unable to make the full mandatory debt
service payments on its first mortgage. MHFA notified Cobbet and, to the Local
General Partners' knowledge, other ODL recipients as well, that MHFA considers
such mortgages to be in default. MHFA adopted a plan to recapitalize several of
the ODL program properties with funds to be contributed from the admission of a
new limited partner, and MHFA commissioned an institutional broker (the
"Broker") to identify such a new limited partner. However, MHFA communicated
with Cobbet (confirmed by letter dated February 7, 2000) that Cobbet was not
included in MHFA's recapitalization program because Cobbet is party to a project
based Section 8 contract. However, MHFA communicated that Cobbet was free to
identify a new limited partner, independent of MHFA's process, with the
intention similar to that of the recapitalization plan. In the February 7, 2000
letter, MHFA provided Cobbet until March 3, 2000 to notify MHFA of its desire to
modify its mortgage loan by paying the required fee (which as a practical matter
would require a recapitalization investor) and made no reference in the letter
to the previous discussion in which MHFA indicated that Cobbet could locate a
separate recapitalization investor. Cobbet replied to MHFA, indicating its
desire to locate a recapitalization investor. The Local General Partners
contacted the Broker, which indicated that a private investor may be interested
in a recapitalization plan for Cobbet. On August 7, 2000, the Local General
Partners met with MHFA to discuss future capital improvements. A contribution
payment of $300,000 was offered by the Partnership to help fund the capital
improvements, with $150,000 to be advanced currently and $50,000 to be advanced
annually over each of the next three years. MHFA approved all of the items on
the agenda and indicated a strong interest in pursuing a recapitalization of
Cobbet. In January 2001, MHFA notified Cobbet in writing as to whether Cobbet
was willing to participate in another recapitalization plan (notwithstanding
Cobbet's project based Section 8 contract) which MHFA may pursue and in February
2001 Cobbet replied to MHFA that it is so interested. If such a plan were
implemented, such new limited partner would receive a substantial portion of the
annual allocation of Cobbet's tax losses upon such partner's admission, plus
cash flows and residuals, if any. The Partnership and the Local General Partners
would retain a sufficient interest in Cobbet to avoid recapture of Low-income
Tax Credits. There can be no assurance that a plan will be implemented, and if
not, MHFA is likely to retain its rights under the loan documents. The
Partnership's investment balance in Cobbet, after cumulative equity losses,
became zero during the year ended March 30, 1994. As of March 30, 2001, the
Partnership has advanced $150,000, all of which has been recorded as investment
in local partnerships in the accompanying balance sheet as of March 30, 2001.

The Partnership advanced $148,484 and $138,193 during the years ended March 30,
2001 and 2000, respectively, to South Drexel to fund operating deficits which
includes making necessary capital improvements to the property. The advances
have been recorded as investment in local partnerships in the accompanying
balance sheets.

The Partnership advanced $12,867 and $43,343 during the years ended March 30,
2001 and 2000, respectively, to Hilltop to fund operating deficits which
includes making necessary capital improvements to the property. The advances
have been recorded as investment in local partnerships in the accompanying
balance sheets.

                                       31


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 and 1999


6.  Transactions with General Partner and Affiliates

For the years ended March 30, 2001, 2000 and 1999, 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>


                                                  2001                       2000                        1999
                                         ----------------------      ----------------------      ----------------------
                                           Paid       Incurred           Paid      Incurred         Paid       Incurred
                                         --------    ----------      ---------    ---------      ---------    ---------
<S>                                      <C>         <C>             <C>          <C>            <C>          <C>
Management fee (see Note 8)              $175,466      $175,466      $175,466      $175,466      $175,466      $175,466

Administration fees (see Note 8)          183,718       183,723         6,494        37,292            --            --
</TABLE>


For the years ended December 31, 2000, 1999 and 1998, 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>

                                                  2001                       2000                        1999
                                         ----------------------      ----------------------      ----------------------
                                           Paid       Incurred           Paid      Incurred         Paid       Incurred
                                         --------    ----------      ---------    ---------      ---------    ---------
<S>                                      <C>         <C>             <C>          <C>            <C>          <C>
Property management fees                 $ 75,004      $ 83,354       $110,593     $124,811       $118,604     $163,029

Insurance and other services               74,862       118,918         93,289       82,786         68,422       84,189
</TABLE>


                                       32


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 AND 1999


7. Taxable Loss

A reconciliation of the financial statement net loss of the Partnership for the
years ended March 30, 2001, 2000 and 1999 to the tax return net loss for the
years ended December 31, 2000, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>


                                             2001             2000             1999
                                        -----------       -----------      ------------
<S>                                     <C>               <C>              <C>
Financial  statement  net  loss for
  the years ended  March 30,  2001,
  2000 and 1999                         $(1,468,424)      $(1,370,463)     $(2,543,362)
Add (less) net transactions
occurring between
  January 1, 1998 to March 30,                    --                --         (40,964)
  1998
  January 1, 1999 to March 30,                    --          (56,816)          56,816
  1999
  January 1, 2000 to March 30,
  2000                                      (65,927)           65,927                --
  January 1, 2001 to March 30,
  2001                                       92,406                 --               --
                                        -----------       -----------      ------------
Adjusted financial statement net
  loss for the years ended December
  31, 2000, 1999 and 1998                (1,441,945)       (1,361,352)      (2,527,510)

Differences arising from equity
  in loss of investment in local
  partnerships                           (2,353,893)       (1,614,232)         399,244

Other income from local
  partnerships                              (12,500)          (33,238)         (18,725)

Other differences                            10,177            (1,638)             377
                                        -----------       -----------      ------------

Tax return net loss for the
  years ended December 31,
  2000, 1999 and 1998                   $(3,798,161)      $(3,010,460)     $(2,146,614)
                                        ===========       ===========      ===========
</TABLE>



The differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                                2000           1999
                                                             -----------     -----------
<S>                                                           <C>             <C>
Investment in local partnerships - financial reporting        $2,475,342      $3,598,518

Investment in local partnerships - tax                       (10,629,662)    (6,866,921)
                                                             -----------     -----------

                                                             $13,105,004     $10,465,439
                                                             ===========     ===========
</TABLE>


Payable to general partner in the accompanying balance sheets represents accrued
management and administration fees not deductible for tax purposes pursuant to
Internal Revenue Code Section 267.


                                       33

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 AND 1999


8.   Commitments and Contingencies

Pursuant to the Partnership Agreement, the Partnership incurs an annual
management fee ("Management Fee") in the amount of $175,466 payable to the
General Partner for its services in connection with the management of the
affairs of the Partnership. the Partnership incurred a Management Fee of
$175,466 for each of the three years ended March 30, 2001. Unpaid Management
Fees in the amount of $43,861 are recorded as payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2001 and 2000.

In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the Partnership.
From the inception of the Partnership through November 23, 1999, such
administrative services were provided by ML Fund Administrators Inc. ("MLFA"),
an affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with certain
transitional services continued through April 30, 2000. The General Partner
transitioned the administrative services to an affiliate of the General Partner
without any changes to the terms of the Administrative Services Agreement.
Pursuant to such agreement, the Partnership incurs 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 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,
2001. Such amounts are aggregated and reflected under the caption administration
fees in the accompanying statements of operations. Unpaid Administration Fees in
the amount of $30,803 and $30,798 are included in payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2001 and 2000,
respectively.

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.
Since October 1997, the United States Department of Housing and Urban
Development ("HUD") has issued a series of directives related to project based
Section 8 contracts that define owners' notification responsibilities, advise
owners of project based Section 8 properties of what their options are regarding
the renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. The Partnership
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Two Local Partnerships'
Section 8 contracts are currently subject to renewal under applicable HUD
guidelines. In addition, two Local Partnerships have entered into restructuring
agreements, resulting in both a lower rent subsidy and lower mandatory debt
service with no anticipated adverse impact to the operating results of the
Properties.

In connection with Cobbet'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
Cobbet. The lender may draw directly from the letter of credit to fund any
operating deficits that exist and upon any default by Cobbet 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 Cobbet 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 Cobbet has complied with the
conditions set forth by the lender as provided in the loan agreement.


                                       34


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2001, 2000 AND 1999


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

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, 2001 and 2000 are disclosed elsewhere in the financial statements.

                                       35


<PAGE>


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

Financial Disclosure

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

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

                            Served in present
Name                        capacity since(1)         Position held
----                        -----------------         -------------

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



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


Richard Paul  Richman,  age 53, is the sole  Director and President of Richman
Tax.  Mr.  Richman  is the  President  and  principal  stockholder  of Richman
Group.   Mr.  Richman  is  involved  in  the   syndication,   development  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 40, is a Vice President of Richman Tax and minority
stockholder of Richman Group. 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 43, 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,  Inc.  ("RAM"),  an affiliate of Richman Tax. Mr.
Ludeke's  responsibilities  in connection with RAM include various partnership
management functions.

Gina S. Scotti,  age 45, 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, 2001,
Richman Tax did not pay any remuneration to any of its officers or its director.


                                       36


<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 31,  2001,  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 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 net tax losses and net Low-income Tax Credits generated by Registrant during
the year ended December 31, 2000 allocated to the General Partner were $37,982
and $1,071, respectively. The net tax losses and net Low-income Tax Credits
generated by the General Partner during the year ended December 31, 2000 (from
the allocation of Registrant discussed above) and allocated to Richman Tax were
$25,828 and $726, 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, 2001.


                                       37


<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

                                                          Incorporated by
                        Exhibit                            Reference to

   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)

                                       38


<PAGE>




                                                          Incorporated by
                        Exhibit                            Reference to

   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 10-K
            Limited Partnership Amended and        Report dated March 30, 1990
            Restated Agreement of Limited          (File No. 0-17619)
            Partnership


                                       39


<PAGE>


                                                      Incorporated by
                        Exhibit                        Reference to

   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 dated September 29,
            Amended and Restated Agreement of      1995 (File No. 0-17619)
            Limited Partnership
            (Replaces in its entirety Exhibit
            10.28 hereof.)

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


                                       40


<PAGE>


                                                      Incorporated by
                        Exhibit                        Reference to

   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)

   99.22    Pages 21 through 35, 51 through    Exhibit 28 to Form 10-K 75 and 89
            through 91 of Report Prospectus    dated March 30,
            1989 filed pursuant to Rule 424(b) (File No. 33-20391)
            (3)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  March 30, 1990
            to Rule 424(b)(3) under the dated  (File No. 0-17619)
            March 30, 1990

   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

   99.31    December 31, 1997 financial        Exhibit 99.31 to Form 10-K
            statements of Cityside             Report dated March 30, 1998
            Apartments, L.P. pursuant to       (File No. 0-17619)
            Title 17, Code of Federal
            Regulations, Section 210.3-09

   99.32    December 31, 1997 financial        Exhibit 99.32 to Form 10-K
            statements of Blue Hill Housing    Report dated March 30, 1998
            Limited Partnership pursuant to    (File No. 0-17619)
            Title17, Code of Federal
            Regulations, Section 210.3-09


                                       41


<PAGE>




                                                      Incorporated by
                        Exhibit                        Reference to

   99.33    December 31, 1998 financial        Exhibit 99.33 to Form 10-K
            statements of Blue Hill Housing    Report dated March 30, 1999
            Limited Partnership pursuant to    (File No. 0-17619)
            Title17, Code of Federal
            Regulations, Section 210.3-09

   99.34    December 31, 1999 financial        Exhibit 99.34 to Form 10-K
            statements of Blue Hill Housing    Report dated March 30, 2000
            Limited Partnership pursuant to    (File No. 0-17619)
            Title17, Code of Federal
            Regulations, Section 210.3-09



(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.

                                       42


<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 28, 2001               /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 28, 2001
     -------------------------    Executive Officer                  -------------
     (Richard Paul Richman)       and Director of the
                                  general partner
                                  of the General Partner

     /s/ Neal Ludeke              Vice President and                 June 28, 2001
     -----------------------      Treasurer of the general           -------------
     (Neal Ludeke)                partner of the General
                                  Partner (Principal
                                  Financial and Accounting
                                  Officer of Registrant)
</TABLE>

                                       43