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, 2000
                                               --------------

                                       OR

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

                                     0-17619
                            (Commission File Number)

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

          Delaware                                             13-3458875
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
        organization)                                       Identification No.)

Richman Tax Credit Properties L.P.
599 West Putnam Avenue, 3rd floor
Greenwich, Connecticut                                           06830
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

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

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

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

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

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

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

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

Registrant has no voting stock.

Documents incorporated by reference:

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

<PAGE>

                                     PART I

Item 1.     Business

Formation

American  Tax  Credit  Properties  L.P.   ("Registrant"),   a  Delaware  limited
partnership,  was formed on February  12, 1988 to invest  primarily in leveraged
low-income  multifamily  residential  complexes (the "Property" or "Properties")
which qualify for the low-income tax credit 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
which is  wholly-owned  by Richard Paul Richman.  Richman Tax is an affiliate of
The Richman Group, Inc.  ("Richman Group"),  a Delaware  corporation  founded by
Richard Paul Richman in 1988.

The  Amendment No. 2 to the  Registration  Statement on Form S-11 was filed with
the  Securities and Exchange  Commission  (the  "Commission")  on April 29, 1988
pursuant to the  Securities  Act of 1933 under  Registration  Statement 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  and  Tax  and  Trade  Relief  Extension  Act  of  1999
(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 virtually all of the Properties as of
December  31, 1999 and will be 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 (see Part
II, Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations herein).

Although  Registrant  generally owns a 98.9%-99%  limited  partnership  interest
("Local  Partnership  Interest")  in  the  Local  Partnerships,  Registrant  and
American  Tax  Credit  Properties  II  L.P.  ("ATCP  II"),  a  Delaware  limited
partnership and an affiliate of Registrant,  together,  in the aggregate,  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.  Four Local
Partnerships'  Section 8  contracts  are  currently  subject  to  renewal  under
applicable HUD guidelines.


                                       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             1999           footnotes)
--------------------------                                  ---------      ---------------      ---------------      ----------
<S>                                                             <C>        <C>                    <C>                   <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                                               44         $   501,159            $ 1,333,663           (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              6,467,417           (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                                            126           6,098,990              7,655,368           (1a)

Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                                            117           4,910,942             13,771,110          (1&b)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                                              100           1,518,229              3,975,519          (1&d)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                                              102           1,701,849              4,553,136          (1&d)

Erie Associates Limited Partnership
Erie Apartments                                                 18             755,736(3)               --(3)
Springfield, Massachusetts

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                                       164           2,832,224              5,109,836           (1a)

Golden Gates Associates
Golden Gates
Brooklyn, New York                                              85             879,478              4,603,071           (1b)

Grove Park Housing, A California Limited Partnership
Grove Park Apartments
Garden Grove, California                                       104           1,634,396              6,840,006           (1a

Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                                            50             352,693              1,483,467           (1b)

</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             1999           footnotes)
--------------------------                                  ---------      ---------------      ---------------      ----------
<S>                                                           <C>             <C>                   <C>                    <C>
Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia                                            160             $ 1,457,867           $ 3,249,951            (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                                      158               1,047,744             3,412,888            (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                                         110                 613,499             2,320,461          (1a&d)

Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                                           45                 313,887(2)          1,471,761          (1a&b)

Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                                          152               3,097,059             5,251,901          (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                                           50                 289,730             1,161,679          (1a&d)
                                                                              -----------         -------------
                                                                              $34,702,359         $  72,661,234
                                                                              ===========         =============
</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.

      (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, 1999 and 1998 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 June 1, 2000 was
2,360, holding 41,286 Units.

Merrill Lynch follows  internal  guidelines  for providing  estimated  values of
limited  partnerships  and other direct  investments  reported on client account
statements.   Pursuant  to  such   guidelines,   estimated  values  for  limited
partnership  interests reported on Merrill Lynch client account statements (such
as  Registrant's  Units) are provided to Merrill Lynch by independent  valuation
services.  These estimated  values are based on financial and other  information
available to the independent services (1) on the prior August 15th for reporting
on December  year-end  and  subsequent  client  account  statements  through the
following  May's month-end  client account  statements and (2) 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 which are leveraged and receive  government  assistance
in various forms of rental and debt service subsidies.  The distribution of cash
flow generated by the Local  Partnerships  may be  restricted,  as determined by
each  Local  Partnership's   financing  and  subsidy  agreements.   Accordingly,
Registrant   does  not  anticipate  that  it  will  provide   significant   cash
distributions to its partners.  There were no cash distributions to the partners
during the years ended March 30, 2000 and 1999.

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,  1999 and  1998  and the  cumulative  Tax  Credits,  net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
1999 are as follows:

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

       Tax year ended December 31, 1998           --                 106.36

       Cumulative totals                   $   71.88            $  1,451.71

Registrant   has  generated   total  Tax  Credits  from   investments  in  Local
Partnerships of approximately  $1,545 per Unit through December 31, 1999, net of
circumstances which have given rise to, 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  will be 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,
                               -----------------------------------------------------------------------
                                  2000           1999           1998           1997            1996
                               -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>            <C>
Interest and other revenue     $   207,610    $   249,174    $   261,201    $   259,193    $   274,591
                               ===========    ===========    ===========    ===========    ===========

Equity in loss of investment
  in local partnerships        $(1,075,642)   $(2,262,176)   $(1,484,136)   $(2,049,756)   $(2,240,958)
                               ===========    ===========    ===========    ===========    ===========


Net loss                       $(1,370,463)   $(2,543,362)   $(1,684,224)   $(2,384,219)   $(2,425,508)
                               ===========    ===========    ===========    ===========    ===========

Net loss per unit of limited
  partnership interest         $    (32.86)   $    (60.99)   $    (40.39)   $    (57.17)   $    (58.16)
                               ===========    ===========    ===========    ===========    ===========


                                                             As of March 30,
                                  2000           1999           1998           1997            1996
                               -----------    -----------    -----------    -----------    -----------
Total assets                   $ 4,961,826    $ 6,478,405    $ 9,011,845    $10,611,961    $13,040,183
                               ===========    ===========    ===========    ===========    ===========
</TABLE>


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

Capital Resources and Liquidity

Registrant  admitted  limited  partners in two closings with  aggregate  limited
partners' capital contributions of $41,286,000.  In connection with the offering
of the sale of units,  Registrant  incurred  organization  and offering costs of
approximately   $4,781,000  and   established  a  working   capital  reserve  of
approximately   $2,271,000.   The  remaining   net  proceeds  of   approximately
$34,234,000 (the "Net Proceeds") were available to be applied to the acquisition
of  limited   partnership   interests   in  local   partnerships   (the   "Local
Partnerships")  which own  low-income  multifamily  residential  complexes  (the
"Property"  or  "Properties")  which  qualify for the  low-income  tax credit in
accordance  with Section 42 of the Internal  Revenue Code (the  "Low-income  Tax
Credit");  one Local  Partnership  owns a Property  which also qualifies for the
historic  rehabilitation  tax credit in  accordance  with  Section 48 (g) of the
Internal  Revenue  Code of 1986.  Registrant  has  utilized  the Net Proceeds in
acquiring an interest in nineteen Local Partnerships.

As of March 30, 2000,  Registrant has cash and cash  equivalents and investments
in bonds  totaling  $2,316,884,  which is available  for  operating  expenses of
Registrant  and  circumstances  which  may  arise in  connection  with the Local
Partnerships.  As of March 30, 2000, Registrant's investments in bonds represent
corporate  bonds  of  $686,970,  U.S.  Treasury  bonds  of  $1,342,208  and U.S.
government  agency bonds of $226,343  with various  maturity  dates ranging from
2000 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, 2000,  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 $476,000 during the year ended March 30, 2000 (which includes a
net  unrealized  loss on  investments in bonds of  approximately  $138,000,  the
amortization of net premium on investments in bonds of approximately $27,000 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,  2000,  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,  1999 of  $1,075,642  and cash  distributions
received from Local  Partnerships of $139,340  (exclusive of distributions  from
Local Partnerships of $22,475  classified as other income),  partially offset by
investments in Local Partnerships of $181,536. Payable to general partner in the
accompanying  balance sheet as of March 30, 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
recognized  to the  extent of  Registrant's  investment  balance  in each  Local
Partnership.  Equity in loss in excess of Registrant's  investment  balance in a
Local  Partnership  is  allocated to other  partners'  capital in any such Local
Partnership.  As a result,  the reported  equity in loss of  investment in local
partnerships is expected to decrease as Registrant's  investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of  the  Local  Partnerships  reflected  in  Note  5 to  Registrant's  financial
statements  include  the  operating  results of 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,  2000,  1999 and 1998
resulted in net losses of $1,370,463,  $2,543,362 and $1,684,224,  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. The increase in net loss from 1998 to 1999 is primarily attributable
to an  increase  in  equity  in loss of  investment  in  local  partnerships  of
approximately  $778,000 and an increase in  professional  fees of  approximately
$58,000.  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)  losses from  impairment  of  long-lived  assets and eminent
domain proceedings in connection with B & V, Ltd. ("B & V"), 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 $3,320,000 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  Local
Partnerships' loss from operations for the year ended December 31, 1998 does not
include the gain from the  extinguishment  of debt of  $3,171,629  in connection
with B & V Phase I and Erie,  which is reflected as an  extraordinary  item. The
Local  Partnerships'  loss from operations of  approximately  $5,434,000 for the
year ended December 31, 1997 includes  depreciation and amortization  expense of
approximately  $4,109,000,  interest  on  non-mandatory  debt  of  approximately
$690,000  and a loss from  impairment  of  long-lived  assets  of  approximately
$744,000,  and does not include  principal  payments on  permanent  mortgages of
approximately  $479,000.  The Local  Partnerships'  loss from operations for the
year ended  December 31, 1997 does not include the gain from the  extinguishment
of debt of  $6,441,935  in  connection  with B & V,  which  is  reflected  as an
extraordinary  item. The results of operations of the Local Partnerships for the
year ended December 31, 1999 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 virtually all of the Properties as of
December  31, 1999 and will be 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 Local Partnerships
have generated  substantially  all of the  Low-income  Tax Credits  allocated to
limited partners as of December 31, 1999.

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.  Four Local Partnerships'
Section 8  contracts  are  currently  subject to renewal  under  applicable  HUD
guidelines.

The Local  Partnerships  have various  financing  structures  which  include (i)
required debt service payments  ("Mandatory Debt Service") and (ii) debt service
payments  which are payable only from  available  cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws,  regulations
and agreements with appropriate federal and state agencies  ("Non-Mandatory Debt
Service or  Interest").  During the year ended  December 31, 1999,  revenue from
operations of the Local  Partnerships  have 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  $176,000  for the year ended  December 31,
1999. Due to ongoing operating  deficits,  the Local General Partner  approached
Registrant  concerning the funding of such deficits.  The Local General  Partner
advanced   approximately   $106,000   during   1999  and   Registrant   advanced
approximately $43,000. 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  $7 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)

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
("Cobbet"),  MHFA drew on a then  existing  letter  of  credit in the  amount of
$242,529 which had been established for the purpose of covering future operating
deficits,  if any. In September  1997,  Registrant  provided  funds to establish
collateral to secure a replacement  letter of credit.  Although the repairs have
been completed and Cobbet has notified MHFA of such  completion,  Cobbet has not
received  the  anticipated  notice  from MHFA that the  default  has been cured.
Cobbet was  originally  financed with a first  mortgage with  mandatory  monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating  deficit loan (the "ODL") program 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 has notified
Cobbet and, to the Local General  Partners'  knowledge,  other ODL recipients as
well,  that MHFA considers  such  mortgages to be in default.  MHFA has recently
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 has
commissioned  an  institutional  broker (the  "Broker")  to identify  such a new
limited partner. However, MHFA has communicated with Cobbet (confirmed by letter
dated  February  7, 2000) that Cobbet has not been  included  in MHFA's  current
recapitalization  program  because  Cobbet is party to a project based Section 8
contract.  However,  MHFA has communicated that Cobbet is 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 has replied to MHFA, indicating its desire to
locate a  recapitalization  investor.  The Local General Partners have contacted
the Broker,  which has indicated that a private  investor may be interested in a
recapitalization  plan for  Cobbet.  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 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  $100,000 for the year ended  December 31, 1999 due to
declining  occupancy  resulting  from  deferred  unit  maintenance  and required
capital improvements. Registrant advanced approximately $138,000 during the year
ended March 30, 2000, 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
will have generated approximately $2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 2000.

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.


                                       11
<PAGE>

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

Year 2000

Registrant  successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.

Item 7A.    Quantitative and Qualitative Disclosure Above 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, 2000 and 1999,  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, 2000.  These financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of American Tax Credit
Properties L.P. as of March 30, 2000 and 1999, and the results of its operations
and its cash  flows for each of the three  years in the period  ended  March 30,
2000, in conformity with generally accepted accounting principles.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
May 26, 2000


                                       14
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                      Notes      2000           1999
                                                                    --------  ---------      ----------
<S>                                                                    <C>     <C>            <C>
ASSETS

Cash and cash equivalents                                              3,9     $    61,363    $    86,232
Investments in bonds                                                  4,5,9      2,255,521      2,706,269
Investment in local partnerships                                       5,8       2,595,453      3,628,899
Interest receivable                                                     9           49,489         57,005
                                                                               -----------    -----------
                                                                               $ 4,961,826    $ 6,478,405
                                                                               ===========    ===========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                                    8     $    52,548    $    91,698
Payable to general partner and affiliates                               6,8         74,659         43,861
                                                                               -----------    -----------
                                                                                   127,207        135,559
                                                                               -----------    -----------
Commitments and contingencies                                                                         5,8

Partners' equity (deficit)                                                                            2,4

   General partner                                                                (318,046)      (304,341)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                5,083,367      6,440,125
   Accumulated other comprehensive income, net                                      69,298        207,062
                                                                               -----------    -----------
                                                                                 4,834,619      6,342,846
                                                                               -----------    -----------
                                                                               $ 4,961,826    $ 6,478,405
                                                                               ===========    ===========
</TABLE>

                       See Notes to Financial Statements.


                                       15
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                           Notes       2000          1999            1998
                                                           -----    -----------    -----------    -----------
<S>                                                                 <C>            <C>            <C>
REVENUE

Interest                                                            $   185,135    $   225,936    $   241,201
Other income from local partnerships                                     22,475         23,238         20,000
                                                                    -----------    -----------    -----------
TOTAL REVENUE                                                           207,610        249,174        261,201
                                                                    -----------    -----------    -----------
EXPENSES

Administration fees                                           8         183,723        183,723        183,723
Management fee                                               6,8        175,466        175,466        175,466
Professional fees                                                       103,141        133,265         75,063
Printing, postage and other                                              40,101         37,906         27,037
                                                                    -----------    -----------    -----------
TOTAL EXPENSES                                                          502,431        530,360        461,289
                                                                    -----------    -----------    -----------
Loss from operations                                                   (294,821)      (281,186)      (200,088)

Equity in loss of investment in local partnerships            5      (1,075,642)    (2,262,176)    (1,484,136)
                                                                    -----------    -----------    -----------
NET LOSS                                                             (1,370,463)    (2,543,362)    (1,684,224)

Other comprehensive income (loss)                             4        (137,764)       (26,376)       119,945
                                                                    -----------    -----------    -----------
COMPREHENSIVE LOSS                                                  $(1,508,227)   $(2,569,738)   $(1,564,279)
                                                                    ===========    ===========    ===========

NET LOSS ATTRIBUTABLE TO                                      2

     General partner                                                $   (13,705)   $   (25,434)   $   (16,842)
     Limited partners                                                (1,356,758)    (2,517,928)    (1,667,382)
                                                                    -----------    -----------    -----------
                                                                    $(1,370,463)   $(2,543,362)   $(1,684,224)
                                                                    ===========    ===========    ===========


NET LOSS per unit of limited partnership
     interest (41,286 units of limited partnership interest)        $    (32.86)   $    (60.99)   $    (40.39)
                                                                    ===========    ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                       16
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                                                                 Other
                                                                                             Comprehensive
                                                        General             Limited          Income (Loss),
                                                        Partner             Partners              Net                Total
                                                      ------------        ------------        ------------        ------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Partners' equity (deficit), March 30, 1997            $   (262,065)       $ 10,625,435        $    113,493        $ 10,476,863

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

Other comprehensive income, net                                                                    119,945             119,945
                                                      ------------        ------------        ------------        ------------
Partners' equity (deficit), March 30, 1998                (278,907)          8,958,053             233,438           8,912,584

Net loss                                                   (25,434)         (2,517,928)         (2,543,362)

Other comprehensive loss, net                                                                      (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
                                                      ============        ============        ============        ============
</TABLE>

                       See Notes to Financial Statements.


                                       17
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                     2000        1999          1998
                                                                  ---------    ---------    ---------
<S>                                                               <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                 $ 212,384    $ 244,449    $ 263,267
Cash paid for
     administration fees                                           (160,665)    (183,723)    (183,723)
     management fee                                                (175,466)    (175,466)    (175,466)
     professional fees                                             (136,751)     (96,965)     (99,428)
     printing, postage and other expenses                           (37,901)     (37,908)     (38,509)
                                                                  ---------    ---------    ---------
Net cash used in operating activities                              (298,399)    (249,613)    (233,859)
                                                                  ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships         161,815       23,238       37,500
Investment in local partnerships                                   (181,536)                  (10,533)
Investments in bonds (includes accrued interest of $0, $386 and
    $1,301)                                                        (260,814)    (257,217)    (257,559)
Maturity/redemption and sale of bonds                               550,810      184,990      568,432
                                                                  ---------    ---------    ---------
Net cash provided by (used in) investing activities                 273,530      (52,586)     338,182
                                                                  ---------    ---------    ---------
Net increase (decrease) in cash and cash equivalents                (24,869)    (302,199)     104,323

Cash and cash equivalents at beginning of year                       86,232      388,431      284,108
                                                                  ---------    ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                          $  61,363    $  86,232    $ 388,431
                                                                  =========    =========    =========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net               $(137,764)   $ (26,376)   $ 119,945
                                                                  =========    =========    =========
</TABLE>

See reconciliation of net loss to net cash used in operating  activities on page
19.

                       See Notes to Financial Statements.


                                       18
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                          2000          1999           1998
                                                                      -----------    -----------    -----------
<S>                                                                   <C>            <C>            <C>
RECONCILIATION OF NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES

Net loss                                                              $(1,370,463)   $(2,543,362)   $(1,684,224)

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

   Equity in loss of investment in local partnerships                   1,075,642      2,262,176      1,484,136
   Loss on redemption and sale of bonds                                     8,596
   Distributions from local partnerships classified as other income       (22,475)       (23,238)       (20,000)
   Amortization of net premium on investments in bonds                     27,461         37,667         28,576
   Accretion of zero coupon bonds                                         (16,324)       (16,279)       (15,783)
   Decrease (increase) in interest receivable                               7,516         (2,875)         9,273
   Increase (decrease) in accounts payable and accrued expenses           (39,150)        36,298        (35,837)
   Increase in due to general partner and affiliates                       30,798
                                                                      -----------    -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                 $  (298,399)   $  (249,613)   $  (233,859)
                                                                      ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements.


                                       19
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 2000, 1999 and 1998


1.   Organization, Purpose and Summary of Significant Accounting Policies

     American  Tax Credit  Properties  L.P.  (the  "Partnership")  was formed on
     February  12,  1988  and the  Certificate  of  Limited  Partnership  of the
     Partnership   was  filed  under  the  Delaware   Revised   Uniform  Limited
     Partnership  Act. There was no operating  activity  until  admission of the
     limited  partners on August 19, 1988. The  Partnership was formed to invest
     primarily in leveraged low-income  multifamily  residential  complexes (the
     "Property" or "Properties")  which qualify for the low-income tax credit 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  which  also
     qualifies for the historic  rehabilitation  tax credit in  accordance  with
     Section  48(g) of the  Internal  Revenue  Code of 1986.  Richman Tax Credit
     Properties L.P. (the "General  Partner") was formed on February 10, 1988 to
     act as 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  recognized  to  the  extent  of the  Partnership's
     investment balance in each Local  Partnership.  Equity in loss in excess of
     the Partnership's investment balance in a Local Partnership is allocated to
     other  partners'  capital  in  any  such  Local   Partnership.   Previously
     unrecognized  equity in loss of any Local  Partnership is recognized in the
     fiscal year in which  equity in income is earned by such Local  Partnership
     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 investment in
     local  partnerships.  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),
     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.


                                       20
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998


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.


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,  2000,  the  Partnership  has  $61,363  in cash  and cash
     equivalents  which  are  deposited  in  interest-bearing  accounts  with an
     institution   which  is  not  insured  by  the  Federal  Deposit  Insurance
     Corporation.


                                       21
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998


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
     $256,559  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, 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>


                                       22
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998


4. Investments in Bonds (continued)


As of March 30, 1999, 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
  Within one year                       $    15,000   $        66    $        --    $    15,066
  After one year through five years         262,268        15,986             --        278,254
  After five years through ten years        652,680        23,812             --        676,492
  After ten years                            74,212            --         (1,401)        72,811
                                        -----------   -----------    -----------    -----------
                                          1,004,160        39,864         (1,401)     1,042,623
                                        -----------   -----------    -----------    -----------
U.S. Treasury debt securities
  Within one year                           257,000           801             --        257,801
  After one year through five years         824,368       129,483             --        953,851
  After five years through ten years        183,729        39,210             --        222,939
                                        -----------   -----------    -----------    -----------
                                          1,265,097       169,494             --      1,434,591
                                        -----------   -----------    -----------    -----------
U.S. government and agency securities
  After five years through ten years        229,950            --           (895)       229,055
                                        -----------   -----------    -----------    -----------
                                        $ 2,499,207   $   209,358    $    (2,296)   $ 2,706,269
                                        ===========   ===========    ===========    ===========
</TABLE>


                                       23
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 AND 1998


5.   Investment in Local Partnerships

     As of March 30, 2000, 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  made capital  contributions  in the aggregate
     amount  of   $34,702,359,   which   includes   advances  to  certain  Local
     Partnerships.  As  of  December  31,  1999,  the  Local  Partnerships  have
     outstanding mortgage loans payable totaling  approximately  $72,661,000 and
     accrued interest payable on such loans totaling  approximately  $3,921,000,
     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
     $2,187,634,  $2,305,457  and  $3,864,303  for the years ended  December 31,
     1999, 1998 and 1997, 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, 2000, 1999 and 1998


5.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships  as of December 31,
     1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                         1999             1998
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
ASSETS

Cash and cash equivalents                                            $  1,459,390    $    950,402
Rents receivable                                                          301,752         158,840
Escrow deposits and reserves                                            3,044,082       2,902,738
Land                                                                    3,850,061       3,850,061
Buildings and improvements (net of accumulated depreciation of
  $40,669,508 and $36,919,031)                                         65,367,834      68,839,045

Intangible assets (net of accumulated amortization of $647,133 and
  $ 581,155)                                                            1,697,780       1,752,259
Other                                                                     829,251         717,846
                                                                     ------------    ------------
                                                                     $ 76,550,150    $ 79,171,191
                                                                     ============    ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                              $  1,436,510    $  1,012,318
  Due to related parties                                                5,238,017       5,102,192
  Mortgage loans                                                       72,661,234      73,082,152
  Notes payable                                                         1,086,384       1,103,781
  Accrued interest                                                      3,920,983       3,396,688
  Other                                                                   318,438         311,163
                                                                     ------------    ------------
                                                                       84,661,566      84,008,294
                                                                     ------------    ------------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
     Capital contributions, net of distributions                       33,975,428      33,929,447
     Cumulative loss                                                  (30,376,910)    (29,301,268)
                                                                     ------------    ------------
                                                                        3,598,518       4,628,179
                                                                     ------------    ------------
  General partners and other limited partners, including ATCP II
     Capital contributions, net of distributions                          509,267         509,267
     Cumulative loss                                                  (12,219,201)     (9,974,549)
                                                                     ------------    ------------
                                                                      (11,709,934)     (9,465,282)
                                                                     ------------    ------------
                                                                       (8,111,416)     (4,837,103)
                                                                     ------------    ------------
                                                                     $ 76,550,150    $ 79,171,191
                                                                     ============    ============
</TABLE>


                                       25
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998

5.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     years ended December 31, 1999, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                       1999           1998             1997
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
REVENUE

Rental                                             $ 15,461,096    $ 15,316,870    $ 16,012,453
Interest and other                                      381,424         288,163         288,937
                                                   ------------    ------------    ------------
Total Revenue                                        15,842,520      15,605,033      16,301,390
                                                   ------------    ------------    ------------

EXPENSES

Administrative                                        2,435,123       2,344,916       2,425,249
Utilities                                             1,264,440       1,289,871       1,343,714
Operating, maintenance and other                      3,327,289       3,428,628       3,672,948
Taxes and insurance                                   1,770,920       1,815,618       1,937,491
Financial (including amortization of $65,978
  $75,679 and $76,677)                                6,563,484       6,519,143       7,579,627
Depreciation                                          3,801,558       3,815,106       4,032,607
Loss from impairment of long-lived assets                                               744,126
                                                   ------------    ------------    ------------

TOTAL EXPENSES                                       19,162,814      19,213,282      21,735,762
                                                   ------------    ------------    ------------
LOSS FROM OPERATIONS BEFORE
  EXTRAORDINARY ITEM                                 (3,320,294)     (3,608,249)     (5,434,372)

Extraordinary gain on extinguishment of debt                          3,171,629       6,441,935
                                                   ------------    ------------    ------------

NET INCOME (LOSS)                                  $ (3,320,294)   $   (436,620)   $  1,007,563
                                                   ============    ============    ============


NET INCOME (LOSS) ATTRIBUTABLE TO

   American Tax Credit Properties L.P.             $ (1,075,642)   $ (1,241,671)   $ (1,484,136)
   General partners and other limited
     partners,  including ATCP II, which
     includes  specially  allocated items of net
     revenue to certain general partners of
     $8,273, $2,905,824 and $6,763,705, and
     $2,187,634, $2,305,457 and $3,864,303
     of Partnership loss in excess of investment     (2,244,652)        805,051       2,491,699
                                                   ------------    ------------    ------------

                                                   $ (3,320,294)   $   (436,620)   $  1,007,563
                                                   ============    ============    ============
</TABLE>

                                       26
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998

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
                                                                                    Cash       distributions
                                  Investment in                  Partnership's  distributions  classified as   Investment in
                                      Local       Investments     equity in       received     other income       Local
                                  Partnership   during the year  loss for the    during the     during the     Partnership
                                  balance as of     ended         year ended     year ended    year ended     balance as of
                                    March 30,      March 30,     December 31,     March 30,     March 30,       March 30,
Name of Local Partnership            1999           2000             1999           2000          2000            2000
-------------------------         -----------    -----------    -------------   -----------    -----------   -------------
<S>                                <C>           <C>            <C>                <C>         <C>           <C>
4611 South Drexel Limited
  Partnership                      $        --   $   138,193    $    (138,193)(2)  $     --    $        --   $        --
Blue Hill Housing Limited
  Partnership                        1,702,762            --         (139,183)     (134,340)            --     1,429,239
Cityside Apartments, L.P.              805,694            --         (415,813)           --             --       389,881
Cobbet Hill Associates Limited
  Partnership                               --            --               --(1)         --             --            --
Dunbar Limited Partnership                  --            --               --(1)     (2,500)         2,500            --
Dunbar Limited Partnership No. 2            --            --               --(1)     (2,500)         2,500            --
Federal Apartments Limited
  Partnership                               --            --               --(1)     (2,500)         2,500            --
Golden Gates Associates                     --            --               --(1)         --             --            --
Grove Park Housing, A
  California Limited
  Partnership                               --            --               --(1)         --             --            --
Gulf Shores Apartments Ltd.                 --            --               --(1)     (2,475)         2,475            --
Hilltop North Associates, A
  Virginia Limited Partnership              --        43,343          (43,343)(2)        --             --            --
Madison-Bellefield
  Associates                           668,494            --          (56,700)       (5,000)            --       606,794
Pine Hill Estates Limited
  Partnership                               --            --                --(1)   (10,000)        10,000            --
Santa Juanita Limited
  Dividend Partnership L.P.             97,313            --          (17,257)           --             --        80,056
Vista del Mar Limited Dividend
  Partnership L.P.                     354,636            --         (265,153)           --             --        89,483
Winnsboro Homes Limited
  Partnership                               --            --                --(1)    (2,500)         2,500            --
                                   -----------   -----------    -------------   -----------    -----------   -----------
                                   $ 3,628,899   $   181,536    $  (1,075,642)  $  (161,815)   $    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's equity in loss of an investment in a Local Partnership is
     limited to the remaining investment balance.


                                       27
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998

5.   Investment in Local Partnerships (continued)

     Investment  activity  with respect to each Local  Partnership  for the year
     ended March 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                                                         Cash
                                                                                        Cash        distributions
                                 Investment in      Partnership's       Adjustment   distributions   classified as   Investment in
                                     Local         equity in loss      to carrying     received      other income        Local
                                  Partnership       for the year      value during   the during the   during the      Partnership
                                 balance as of         ended            year ended     year ended     year ended     balance as of
                                  March 30,         December 31,        March 30,      March 30,       March 30,       March 30,
                                    1998               1998                1999          1999            1999            1999
                                --------------   -----------       -----------       -----------       -----------  -------------
<S>                                <C>            <C>                <C>             <C>               <C>            <C>
Name of Local Partnership

4611 South Drexel Limited
  Partnership                      $        --    $       --(1)      $      --       $        --       $        --    $        --
Blue Hill Housing Limited
  Partnership                        1,808,884      (106,122)               --                --                --      1,702,762
Cityside Apartments, L.P.            1,977,733      (575,453)         (596,586)(2)            --                --        805,694
Cobbet Hill Associates Limited
  Partnership                               --            --(1)             --                --                --             --
Dunbar Limited Partnership                  --            --(1)             --                --                --             --
Dunbar Limited Partnership No. 2            --            --(1)             --                --                --             --
Erie Associates Limited
  Partnership                               --            --(1)             --            (8,263)            8,263             --
Federal Apartments Limited
  Partnership                               --            --(1)             --                --                --             --
Golden Gates Associates                     --            --(1)             --                --                --             --
Grove Park Housing, A
  California Limited
  Partnership                               --            --(1)             --                --                --             --
Gulf Shores Apartments Ltd.                 --            --(1)             --            (2,475)            2,475             --
Hilltop North Associates, A
  Virginia Limited Partnership         600,108      (176,189)         (423,919)(2)            --                --             --
Madison-Bellefield Associates          704,748       (36,254)               --                --                --        668,494
Pine Hill Estates Limited
  Partnership                               --            --(1)             --           (10,000)           10,000             --
Santa Juanita Limited Dividend
  Partnership L.P.                     112,378       (15,065)               --                --                --          97,313
Vista del Mar Limited Dividend
  Partnership L.P.                     687,224      (332,588)               --                --                --         354,636
Winnsboro Homes Limited
  Partnership                               --            --(1)             --            (2,500)            2,500             --
                                --------------   -----------       -----------       -----------       -----------  -------------
                                $    5,891,075   $(1,241,671)      $(1,020,505)      $   (23,238)      $    23,238  $   3,628,899
                                ==============   ===========       ===========       ===========       ===========  =============
</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, 2000, 1999 and 1998

5.   Investment in Local Partnerships (continued)

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

<TABLE>
<CAPTION>
                                                              Mortgage                     Buildings and     Accumulated
Name of Local Partnership                                   loans 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 Partnership L.P.                1,471,761         228,718       2,348,638         (848,428)
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)
                                                           =============   =============   =============    =============


Property  information  for each Local  Partnership as of December 31, 1998 is as
follows:

<CAPTION>
                                                              Mortgage                     Buildings and     Accumulated
Name of Local Partnership                                   loans payable      Land        improvements      depreciation
-------------------------                                  -------------   -------------   -------------    -------------
<C>                                                        <C>             <C>             <C>              <C>
4611 South Drexel Limited Partnership                      $   1,348,852   $      64,408   $   1,756,833    $    (552,068)
Blue Hill Housing Limited Partnership                          6,498,779         111,325      10,930,375       (3,687,040)
Cityside Apartments, L.P.                                      7,732,846         131,591      13,785,799       (4,681,381)
Cobbet Hill Associates Limited Partnership                    13,652,326         504,683      16,089,978       (5,947,859)
Dunbar Limited Partnership                                     3,987,468         117,126       5,738,685       (2,016,632)
Dunbar Limited Partnership No. 2                               4,566,461         131,920       6,480,819       (2,326,149)
Federal Apartments Limited Partnership                         5,184,018         279,750       8,459,690       (3,010,387)
Golden Gates Associates                                        4,622,936          29,585       5,821,145       (2,210,618)
Grove Park Housing, A California Limited Partnership           6,872,589         956,952       7,676,667       (2,544,448)
Gulf Shores Apartments Ltd.                                    1,486,787         172,800       1,750,427         (665,975)
Hilltop North Associates, A Virginia Limited Partnership

                                                               3,281,463         240,514       4,923,732       (1,419,973)
Madison-Bellefield Associates                                  3,499,704         245,000       5,610,744       (2,048,792)
Pine Hill Estates Limited Partnership                          2,375,040          40,000       3,892,369       (1,332,579)
Santa Juanita Limited Dividend Partnership L.P.                1,494,484         228,718       2,329,619         (770,901)
Vista del Mar Limited Dividend Partnership L.P.                5,290,711         565,689       8,700,543       (3,104,217)
Winnsboro Homes Limited Partnership                            1,187,688          30,000       1,810,651         (600,012)
                                                           -------------   -------------   -------------    -------------
                                                           $  73,082,152   $   3,850,061   $ 105,758,076    $ (36,919,031)
                                                           =============   =============   =============    =============
</TABLE>


                                       29
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998

5.   Investment in Local Partnerships (continued)

     The summary of property activity during the year ended December 31, 1999 is
     as follows:

<TABLE>
<CAPTION>
                                                        Net change
                                   Balance as of    during the year ended      Balance as of
                                 December 31, 1998    December 31, 1999       December 31, 1999
                                 -----------------    -----------------       -----------------
     <S>                          <C>                 <C>                      <C>
     Land                         $   3,850,061       $          --            $   3,850,061
     Buildings and improvements     105,758,076             279,266              106,037,342
                                  -------------       -------------            -------------
                                    109,608,137             279,266              109,887,403
     Accumulated depreciation       (36,919,031)         (3,750,477)             (40,669,508)
                                  -------------       -------------            -------------

                                  $  72,689,106       $  (3,471,211)           $  69,217,895
                                  =============       =============            =============

</TABLE>

     In  December  1988,  the  Partnership  acquired a 99%  limited  partnership
     interest in B & V, Ltd. ("B & V"), which owned a 190-unit  complex  located
     in  Homestead,  Florida.  In August 1992,  much of  Homestead,  Florida was
     devastated  by Hurricane  Andrew and the Property  owned by B & V sustained
     substantial  damage.  The damage to the  complex  was  covered by  property
     insurance and B & V was covered by rental  interruption  insurance.  It was
     the intention of the Local General Partner to reconstruct the complex,  and
     thus preserve the Low-income Tax Credits. However, delays in the rebuilding
     of the complex occurred due to significant disagreements with the insurance
     company concerning selection of the contractor and the costs to rebuild the
     complex.   In  addition,   the  insurance   carrier  ceased  making  rental
     interruption  insurance  payments and  subsequently  the lender  declared a
     default.  While  conducting  repairs,  which included  completing 52 rental
     units  which were  placed in  service,  B & V was  unable to make  required
     mortgage payments,  but undertook significant litigious efforts to effect a
     workout with the lender and cause the insurance  company and  contractor to
     perform  under their  obligations  to rebuild the complex,  which  included
     reorganization  plans,  bankruptcy  proceedings,  binding  arbitration  and
     voluntary nonbinding  mediation.  Despite such efforts, the complex lost 32
     rental units pursuant to a quick-take  eminent  domain  proceeding in April
     1996,  resulting in the  recognition by B & V of a loss from  impairment of
     long-lived   assets  and  eminent   domain   proceeding  of   approximately
     $4,808,000.  The remainder of the complex was ultimately lost in April 1997
     when the Bankruptcy Court ordered title transfer of the Property, resulting
     in the  recognition  by B & V of a gain  on the  extinguishment  of debt of
     $6,441,935. The Partnership's investment balance in B & V, after cumulative
     equity losses,  became zero during the year ended March 30, 1995, therefore
     the aforementioned gain and losses had no impact on the financial position,
     results of operations or cash flows of the Partnership.

     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  which  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  balance
     sheet of the Local  Partnerships  as of December  31, 1998 and the combined
     statement of operations of the Local  Partnerships  for the year then ended
     presented  herein  Note 5 do not  include  the assets and  liabilities  and
     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.


                                       30
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2000, 1999 and 1998

5.   Investment in Local Partnerships (continued)

     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  balance sheet of the
     Local  Partnerships  as of December 31, 1998 and the combined  statement of
     operations  of the Local  Partnerships  for the year then  ended  presented
     herein  Note 5 do not  include  the assets and  liabilities  and 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  combined
     statement  of  operations  of the  Local  Partnerships  for the year  ended
     December 31, 1997 includes a loss from  impairment of long-lived  assets of
     $744,126,  which represents an adjustment of the real property of Erie. 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.

     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  which
     supplemented  the scheduled  reduction in the Operating  Subsidy  Payments.
     Effective  October 1, 1997,  MHFA  announced its intention to eliminate the
     ODL program,  such that Cobbet no longer  receives the ODL,  without  which
     Cobbet is unable to make the full  mandatory  debt service  payments on its
     first  mortgage.  MHFA  has  notified  Cobbet  and,  to the  Local  General
     Partners' knowledge, other ODL recipients as well, that MHFA considers such
     mortgages  to  be  in  default.   MHFA  has  recently  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 has
     commissioned an institutional  broker (the "Broker") to identify such a new
     limited partner.  However,  MHFA has communicated with Cobbet (confirmed by
     letter dated  February 7, 2000) that Cobbet has not been included in MHFA's
     current recapitalization program because Cobbet is party to a project based
     Section 8 contract.  However,  MHFA has communicated that Cobbet is 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 has
     replied  to MHFA,  indicating  its  desire  to  locate  a  recapitalization
     investor.  The Local General Partners have contacted the Broker,  which has
     indicated that a private  investor may be interested in a  recapitalization
     plan for Cobbet. 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.

     The Partnership  advanced  $138,193 during the year ended March 30, 2000 to
     South Drexel to fund an operating  deficit which includes making  necessary
     capital  improvements  to the  property.  The advance has been  recorded as
     investment in local  partnerships in the  accompanying  balance sheet as of
     March 30, 2000.

     The  Partnership  advanced  $43,343 during the year ended March 30, 2000 to
     Hilltop  to fund an  operating  deficit  which  includes  making  necessary
     capital  improvements  to the  property.  The advance has been  recorded as
     investment in local  partnerships in the  accompanying  balance sheet as of
     March 30, 2000.


                                       31
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

                          MARCH 30, 2000, 1999 and 1998

6.   Transactions with General Partner and Affiliates

     For the years ended March 30, 2000,  1999 and 1998,  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>
                                               2000                 1999                   1998
                                        -------------------   -------------------   -------------------
                                           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)      6,494     37,292         --         --         --         --
</TABLE>

     For  the  years  ended  December  31,  1999,   1998  and  1997,  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>
                                          1999                   1998                 1997
                                    -------------------   -------------------   -------------------
                                     Paid      Incurred     Paid     Incurred    Paid      Incurred
                                    --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
     Property management fees       $110,593   $124,811   $118,604   $163,029   $ 84,628   $167,376

     Insurance and other services     93,289     82,786     68,422     84,189     98,453    101,245

     Advance                              --         --         --         --     74,525         --
</TABLE>


                                       32
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

                          MARCH 30, 2000, 1999 AND 1998

7.   Taxable Loss

     A reconciliation of the financial statement net loss of the Partnership for
     the years  ended March 30,  2000,  1999 and 1998 to the tax return net loss
     for the years ended December 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                          2000           1999           1998
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
Financial  statement  net loss for the years ended
    March 30, 2000, 1999 and 1998                      $(1,370,463)   $(2,543,362)   $(1,684,224)

Add (less) net transactions occurring between
    January 1, 1997 to March 30, 1997                           --             --       (112,344)
    January 1, 1998 to March 30, 1998                           --        (40,964)        40,964
    January 1, 1999 to March 30, 1999                      (56,816)        56,816             --
    January 1, 2000 to March 30, 2000                       65,927             --             --
                                                       -----------    -----------    -----------
Adjusted financial statement net loss for the years
  ended December 31, 1999, 1998 and 1997                (1,361,352)    (2,527,510)    (1,755,604)

Differences arising from equity in loss of
  investment in local partnerships                      (1,614,232)       399,244        (36,449)

Other income from local partnerships                       (33,238)       (18,725)        (9,975)

Other differences                                           (1,638)           377          2,085
                                                       -----------    -----------    -----------
Tax return net loss for the years ended December 31,
   1999, 1998 and 1997                                 $(3,010,460)   $(2,146,614)   $(1,799,943)
                                                       ===========    ===========    ===========
</TABLE>

The differences  between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                             1999             1998
                                                         ------------    ------------
<S>                                                      <C>             <C>
Investment in local partnerships - financial reporting   $  3,598,518    $  4,628,179
Investment in local partnerships - tax                     (6,866,921)     (4,138,809)
                                                         ------------    ------------
                                                         $ 10,465,439    $  8,766,988
                                                         ============    ============
</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, 2000, 1999 AND 1998

8.   Commitments and Contingencies

     Pursuant to the Partnership  Agreement,  the Partnership is required to pay
     the General  Partner an annual  management  fee  ("Management  Fee") in the
     amount of $175,466 for its services in  connection  with the  management of
     the  affairs  of the  Partnership,  subject to  certain  provisions  of the
     Partnership  Agreement.  the  Partnership  incurred  a  Management  Fee  of
     $175,466  for  each  of the  three  years  ended  March  30,  2000.  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,
     2000 and 1999.

     In addition,  pursuant to the  Partnership  Agreement,  the  Partnership is
     authorized  to  contract  for  administrative   services  provided  to  the
     Partnership.  Since the inception of the Partnership,  such  administrative
     services have been 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 to be continued  until April 30,  2000.  The General
     Partner has 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 is required
     to pay 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,  2000.  Such
     amounts are aggregated and reflected under the caption  administration fees
     in the accompanying statements of operations. Unpaid Administration Fees in
     the amount of $30,798  are  included  in  payable  to general  partner  and
     affiliates in the  accompanying  balance sheet as of March 30, 2000,  while
     unpaid  Additional  Administration  Fees of $7,740 are included in accounts
     payable and accrued expenses in the accompanying  balance sheet as of March
     30, 1999.

     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.  Four Local  Partnerships'  Section 8  contracts  are  currently
     subject to renewal under applicable HUD guidelines.

     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, 2000, 1999 AND 1998

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,  2000  and  1999  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 52, 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 39, 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 42, 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 advisory services provided to a
small business investment company and various partnership management functions.

Gina S. Scotti,  age 44, 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, 2000,
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 June 1, 2000,  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, 1999  allocated to the General  Partner were $30,105
and $19,655,  respectively.  The net tax losses and net  Low-income  Tax Credits
generated by the General  Partner  during the year ended December 31, 1999 (from
the allocation of Registrant  discussed above) and allocated to Richman Tax were
$20,471 and $13,365, 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, 2000.


                                       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

                                                43

                                                             Incorporated by
                       Exhibit                               Reference to
                       -------                               ------------

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

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

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

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


  10.4  B & V Phase I, Ltd. Assignment of         Exhibit 10.4 to Form 10-K
        Partnership Interests, Assumption of      Report dated March 30, 1997
        Responsibilities, and Waiver of           (File No. 0-17619)
        Conditions

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

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

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


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


                                       38
<PAGE>

                                                             Incorporated by
                       Exhibit                               Reference to
                       -------                               ------------

  10.9  Amendment No. 3 to Cityside Apartments,   Exhibit 10.6 to Form 10-K
        L.P. Amended and Restated Agreement of    Report dated March 30, 1992
        Limited Partnership                       (File No. 0-17619)


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

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

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

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

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

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

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

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

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

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

  10.20 Grove Park Housing, A California          Exhibit 10.10 to Form 10-K
        Limited Partnership Amended and           Report 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. Amended and   Exhibit 10.3 to Form 10-K
        Restated Agreement and Certificate of     Report dated March 30, 1989
        Limited Partnership                       (File No. 33-20391)

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

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

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

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

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

  10.27 Amendment No. 1 to Santa Juanita          Exhibit 10.1 to Form 10-Q
        Limited Dividend Partnership L.P.         Report dated September 29,
        Amended and Restated Agreement of         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 dated September 29,
        Amended and Restated Agreement of         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 dated March 30, 1989
        Agreement and Certificate of Limited      (File No. 33-20391)
        Partnership

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

  10.31 Amendment No. 1 to Vista del Mar          Exhibit 10.3 to Form 10-Q
        Limited Dividend Partnership L.P.         Report dated September 29,
        Amended and Restated Agreement of         1995
        Limited Partnership                       (File No. 0-17619)
        (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
        Limited Partnership                       (File No. 0-17619)


                                       40
<PAGE>

                                                           Incorporated by
                       Exhibit                               Reference to
                       -------                               ------------

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

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

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

  27    Financial Data Schedule

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

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

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

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

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

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

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

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

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

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

  99.32 December 31, 1997 financial statements  Exhibit 99.32 to Form 10-K
        of Blue Hill Housing Limited            Report dated  March  30,  1998
        Partnership  pursuant  to  Title 17,    (File No.  0-17619)
        Code of Federal Regulations,
        Section 210.3-09


                                       41
<PAGE>

                                                           Incorporated by
                       Exhibit                               Reference to
                       -------                               ------------

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

  99.34 December 31, 1999 financial statements
        of Blue Hill  Housing Limited Partnership
        pursuant to Title 17, 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, 2000                 /s/ Richard Paul Richman
        -------------                 ------------------------------------------
                                      by:  Richard Paul Richman
                                           President

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

             Signature                     Title                      Date
             ---------                     -----                      ----

      /s/ Richard Paul Richman       President, Chief Executive    June 28, 2000
      ----------------------------   Officer and Director of the   -------------
      (Richard Paul Richman)         general partner
                                     of the General Partner

      /s/ Neal Ludeke                Vice President and Treasurer  June 28, 2000
      ----------------------------   of the general partner of the -------------
      (Neal Ludeke)                  General Partner (Principal
                                     Financial and Accounting
                                     Officer of Registrant)


                                       43