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, 2002
                                 --------------

                                       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                                  (I.R.S. Employer
       of 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")
that qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"), through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in nineteen such Properties, including one Property that also qualifies for the
historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986 (the "Historic Rehabilitation Tax Credit").
Registrant considers its activity to constitute a single industry segment.

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

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

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

Competition
-----------

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

Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
--------------------------------------------------------------------------------
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
----------------------------------------------------------------------
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
---------------------------------------------------------------------
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
------------------------------------------------------------------------------
Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
----------------------------------------------------------------------------
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
-----------------------------------------------------------------------------
Act of 2001 and Job Creation and Worker Assistance Act of 2002 (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.

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.

                                       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 was fully exhausted by all of the Properties as of December 31,
2001. The required holding period of each Property, in order to avoid Low-income
Tax Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property (the "Compliance Period").
The Properties must satisfy various requirements including rent restrictions and
tenant income limitations (the "Low-income Tax Credit Requirements") in order to
maintain eligibility for the recognition of the Low-income Tax Credit at all
times during the Compliance Period. Once a Local Partnership has become eligible
for the Low-income Tax Credit, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the Low-income
Tax Credit Requirements. In April 1997, B & V, Ltd. ("B & V") suffered its final
event of recapture of Low-income Tax Credits due to a hurricane which
substantially damaged the property owned by such Local Partnership and the
failure of the property to be fully-rebuilt, primarily due to the
non-performance of the insurance company and the resulting foreclosure action
taken by the lender. In May 1998, B & V Phase I, Ltd. ("B & V Phase I") suffered
an event of recapture of Low-income Tax Credits resulting from the same
hurricane and a resulting foreclosure. Due to delays in the reconstruction of
the complex, B & V Phase I was unable to comply with the terms of its agreement
with the lender. In April 1998, Erie Associates Limited Partnership ("Erie")
suffered an event of recapture as a result of a foreclosure sale directed by the
lender, due to accumulated arrearages under the terms of the mortgage.

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

Many of the Local Partnerships receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 ("Section 8") (see descriptions of subsidies on page 5). The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Since October 1997, the United States Department of
Housing and Urban Development ("HUD") has issued a series of directives related
to project based Section 8 contracts that define owners' notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could adversely
affect the future net operating income before debt service ("NOI") and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies. Two Local Partnerships' Section 8 contracts are currently
subject to renewal under applicable HUD guidelines. In addition, two Local
Partnerships entered into restructuring agreements, resulting in both a lower
rent subsidy (resulting in lower NOI) and lower mandatory debt service with no
anticipated material adverse impact to the operating results of the Properties
through the respective Compliance Periods.


                                       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        2001          footnotes)
--------------------------------                          ---------      ---------------   --------------   -----------

<S>                                                        <C>           <C>              <C>                 <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                                             44          $   720,343      $ 1,307,248         (1c)

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

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

Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts                                    144            4,506,082        6,394,092         (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                                          126            6,098,988        7,473,851         (1a)

Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                                          117            5,060,942       13,814,341         (1a&b)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                                            100            1,518,229        4,930,310         (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                                            102            1,701,849        5,257,050         (1a&e)

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

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                                     164            2,832,224        4,956,100         (1a)

Golden Gates Associates
Golden Gates
Brooklyn, New York                                            85              879,478        4,555,277         (1b)

Grove Park Housing, A California Limited
  Partnership Grove Park Apartments
  Garden Grove, California                                   104            1,634,396        6,763,950         (1a)


                                        4

<PAGE>

<CAPTION>

Item 2.      Properties (continued)
             ----------------------

                                                                                           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        2001          footnotes)
--------------------------------                          ---------      ---------------   --------------   -----------

<S>                                                        <C>             <C>             <C>                <C>
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                                          50            $   352,693     $ 1,475,807        (1b)

Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia                                           160              1,470,734       3,176,404        (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                                     158              1,047,744       3,215,528        (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                                        110                613,499       2,198,261        (1a&d)

Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                                          45                313,887       1,443,590        (1a&b)

Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                                         152              3,097,059       5,139,920        (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                                          50                289,730       1,103,445        (1a&d)
                                                                            -----------     -----------
                                                                            $35,084,409     $73,205,174
                                                                            ===========     ===========
</TABLE>


     (1)  Description of subsidies:

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

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

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

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

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

     (2)  Reflects amount attributable to Registrant only.

     (3)  The property was lost through lender's foreclosure. The Local
          Partnership has no underlying assets and liabilities and is not
          included in the combined balance sheets of the Local Partnerships as
          of December 31, 2001 and 2000 in Note 5 to the financial statements.


                                       5

<PAGE>

Item 3.      Legal Proceedings
             -----------------

Registrant is not aware of any material legal proceedings.


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

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



                                       6

<PAGE>

                                     PART II

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

Market Information and Holders
------------------------------

There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of owners of Units as of May 31, 2002 was
approximately 2,597, holding 41,286 Units.

Merrill Lynch follows internal guidelines for providing estimated values of
limited partnerships and other direct investments reported on client account
statements. Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch client account statements (such
as Registrant's Units) are provided to Merrill Lynch by independent valuation
services. These estimated values are based on financial and other information
available to the independent services (i) on the prior August 15th for reporting
on December year-end and subsequent client account statements through the
following May's month-end client account statements and (ii) on March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statements of the same year. In addition,
Registrant may provide an estimate of value to Unit holders from time to time in
Registrant's reports to limited partners. The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units. In addition, Unit holders may not realize such estimated
values upon the liquidation of Registrant.

Distributions
-------------

Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that are leveraged and receive government assistance in
various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2002 and 2001.

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, 2001 and 2000 and the cumulative Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2001 are as follows:

                                                   Historic            Net
                                                Rehabilitation      Low-income
                                                  Tax Credits       Tax Credits
                                                --------------     ------------

        Tax year ended December 31, 2001           $  --           $     1.10
        Tax year ended December 31, 2000              --                 2.57

        Cumulative totals                          $ 71.88         $ 1,455.38


Registrant generated total Tax Credits from investments in Local Partnerships of
approximately $1,527 per Unit through December 31, 2001, 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 was fully exhausted as of December 31, 2001.



                                       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,
                                     -----------------------------------------------------------------------------------
                                         2002              2001             2000              1999              1998
                                     -----------       -----------       -----------       -----------       -----------

<S>                                  <C>               <C>               <C>               <C>               <C>
Interest and other revenue           $   165,149       $   187,488       $   207,610       $   249,174       $   261,201
                                     ===========       ===========       ===========       ===========       ===========

Equity in loss of investment
  in local partnerships              $  (102,800)      $(1,227,326)      $(1,075,642)      $(2,262,176)      $(1,484,136)
                                     ===========       ===========       ===========       ===========       ===========

Net loss                             $  (387,357)      $(1,468,424)      $(1,370,463)      $(2,543,362)      $(1,684,224)
                                     ===========       ===========       ===========       ===========       ===========

Net loss per unit of limited
  partnership interest               $     (9.29)      $    (35.21)      $    (32.86)      $    (60.99)      $    (40.39)
                                     ===========       ===========       ===========       ===========       ===========

<CAPTION>

                                                                  Years Ended March 30,
                                     -----------------------------------------------------------------------------------
                                         2002              2001             2000              1999              1998
                                     -----------       -----------       -----------       -----------       -----------
<S>                                  <C>               <C>               <C>               <C>               <C>

Total assets                         $ 3,058,191       $ 3,537,540       $ 4,961,826       $ 6,478,405       $ 9,011,845
                                     ===========       ===========       ===========       ===========       ===========
</TABLE>


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

Capital Resources and Liquidity
-------------------------------

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

As of March 30, 2002, Registrant has cash and cash equivalents and investments
in bonds totaling $1,614,513, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2002, Registrant's investments in bonds represent
corporate bonds of $172,574, U.S. Treasury bonds of $939,202 and U.S. government
agency bonds of $279,060, with various maturity dates ranging from 2002 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 to be primarily from interest earned on
working capital and limited cash distributions from Local Partnerships.

During the year ended March 30, 2002, 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 a Local Partnership (see Local Partnership Matters below). Cash and
cash equivalents and investments in bonds decreased, in the aggregate, by
approximately $290,000 during the year ended March 30, 2002 (which includes a
net unrealized loss on investments in bonds of approximately $97,000, the
amortization of net premium on investments in bonds of approximately $20,000 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, 2002, 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, 2001 of $102,800 and cash distributions received
from Local Partnerships of $156,511 (exclusive of distributions from Local
Partnerships of $18,725 classified as other income), partially offset by
investments in Local Partnerships of $70,700. Payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2002 and 2001
represents accrued management and administration fees.

Results of Operations
---------------------

Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
generally recognized to the extent of Registrant's investment balance in each
Local Partnership. Equity in loss in excess of Registrant's investment balance
in a Local Partnership is allocated to other partners' capital in any such Local
Partnership, except to the extent that Registrant has an outstanding commitment
to fund future amounts on behalf of a Local Partnership. As a result, the
reported equity in loss of investment in local partnerships is expected to
decrease as Registrant's investment balances in the respective Local
Partnerships become zero. The combined statements of operations of the Local
Partnerships reflected in Note 5 to Registrant's financial statements include
the operating results of those Local Partnerships still operating as of the
dates indicated, irrespective of Registrant's investment balances.

Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(the "Local Partnership Carrying Value") is considered to exceed the estimated
value derived by management. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to a Local
Partnership'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, 2002, 2001 and 2000
resulted in net losses of $387,357, $1,468,424 and $1,370,463, respectively. The
decrease in net loss from 2001 to 2002 is primarily attributable to a decrease
in equity in loss of investment in local partnerships of approximately
$1,125,000, which decrease is primarily attributable to an increase in the
nonrecognition of losses in accordance with the equity method of accounting.

The Local Partnerships' loss from operations of approximately $4,130,000 for the
year ended December 31, 2001 includes depreciation and amortization expense of
approximately $4,057,000 and interest on non-mandatory debt of approximately
$604,000, and does not include principal payments on permanent mortgages of
approximately $769,000. The Local Partnerships' loss from operations of
approximately $3,610,000 for the year ended December 31, 2000 includes
depreciation and amortization expense of approximately $3,906,000 and interest
on non-mandatory debt of approximately $674,000, and does not include principal
payments on permanent mortgages of approximately $770,000. The Local
Partnerships' loss from operations of approximately $3,320,000 for the year
ended December 31, 1999 includes depreciation and amortization expense of
approximately $3,868,000 and interest on non-mandatory debt of approximately
$665,000, and does not include principal payments on permanent mortgages of
approximately $724,000. The results of operations of the Local Partnerships for
the year ended December 31, 2001 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 was fully exhausted by all of the Properties as of December 31,
2001. The required holding period of each Property, in order to avoid Low-income
Tax Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property (the "Compliance Period").
The Properties must satisfy various requirements including rent restrictions and
tenant income limitations (the "Low-income Tax Credit Requirements") in order to
maintain eligibility for the recognition of the Low-income Tax Credit at all
times during the Compliance Period. Once a Local Partnership has become eligible
for the Low-income Tax Credit, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the Low-income
Tax Credit Requirements.

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
NOI and debt structure of any or all Local Partnerships currently receiving such
subsidy or similar subsidies. Two Local Partnerships' Section 8 contracts are
currently subject to renewal under applicable HUD guidelines. In addition, two
Local Partnerships entered into restructuring agreements, resulting in both a
lower rent subsidy (resulting in lower NOI) and lower mandatory debt service
with no anticipated material adverse impact to the operating results of the
Properties through the respective Compliance Periods.

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that are payable only from available cash flow subject to the terms and
conditions of the notes, which may be subject to specific laws, regulations and
agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the year ended December 31, 2001, revenue from
operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $87,000 for the year ended December 31, 2001 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of March 30, 2002, Registrant has advanced
approximately $368,000, of which $70,700 was advanced during the year then
ended, and it is expected that Registrant will make additional advances to make
needed capital improvements to the Property in an effort to achieve stabilized
occupancy. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in South Drexel, after cumulative equity losses,
became zero during the year ended March 30, 1996 and advances made by Registrant
have been offset by additional equity in loss of investment in local
partnerships. South Drexel generated approximately $1.7 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 2000.


                                       10

<PAGE>

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

The terms of the partnership agreement of Federal Apartments Limited Partnership
("Federal") require the Local General Partner to defer property management fees
in order to avoid a default under the mortgage. As of June 2002, Federal is
approximately three months in arrears on its mortgage payments, including escrow
deposits, and is therefore in default under the terms of its mortgage. Federal
incurred an operating deficit of approximately $23,000 for the year ended
December 31, 2001, which includes property management fees of approximately
$82,000. The Local General Partner is currently conducting negotiations with the
lender in an effort to remedy the arrearage and to reach an agreement regarding
the timing and level of certain Property improvements that the lender has
mandated. The Local General Partner has made cumulative advances in excess of
$1,000,000 to Federal throughout the term of Registrant's investment in Federal.
There can be no assurance that the outstanding issues will be resolved and the
mortgage remains in default. Registrant's investment balance in Federal, after
cumulative equity losses, became zero during the year ended March 30, 1997.
Federal generated approximately $14.1 per Unit per year to the limited partners
upon the expiration of its Low-income Tax Credit allocation in 1999.

The terms of the partnership agreement of Gulf Shores Apartments Ltd. ("Gulf
Shores") require the management agent to defer property management fees in order
to avoid a default under the mortgage. Gulf Shores reported an operating deficit
of approximately $29,000 for the year ended December 31, 2001, which includes
property management fees of approximately $19,000. Payments on the mortgage and
real estate taxes are current. Registrant's investment balance in Gulf Shores,
after cumulative equity losses, became zero during the year ended March 30,
1996. Gulf Shores generated approximately $1.6 per Unit per year of credits to
the limited partners upon the expiration of its Low-income Tax Credit allocation
in 1999.

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency) ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. Since the date MHFA ceased funding the ODL through December 31, 2001,
Cobbet has accumulated approximately $1,128,000 of debt service arrearages. On
August 7, 2000, the Local General Partners met with MHFA to discuss future
capital improvements and the future of the Property. A contribution payment of
$300,000 was offered by Registrant, utilizing Registrant and Local General
Partner funds, to help fund the capital improvements. Registrant advanced
$150,000 as of March 30, 2001; the Local General Partners have or will advance a
matching $150,000. MHFA approved all of the items on the agenda and indicated a
strong interest in pursuing a recapitalization of Cobbet. At different times
over the past few years, the Local General Partners answered affirmatively to
MHFA correspondence concerning the admission of Cobbet in a recapitalization
program, but Cobbet has not qualified due to its project based Section 8
subsidy. However, pursuant to subsequent correspondence, MHFA indicated that it
would be interested in reviewing a separate proposal if Cobbet could identify an
investor. 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.
However, the Compliance Period ends December 31, 2003. The Property's historic
tax credit was allocated in 1988 and all of the Low-income Tax Credits were
allocated since 1989. Registrant's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994.
Cobbet generated approximately $19.2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 1999.


                                       11
<PAGE>

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

Inflation
---------

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

Critical Accounting Policies and Estimates
------------------------------------------

The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is provided in Note 1 to the financial statements. The following
section is a summary of certain aspects of those accounting policies that may
require subjective or complex judgments and are most important to the portrayal
of Registrant's financial condition and results of operations. Registrant
believes that there is a low probability that the use of different estimates or
assumptions in making these judgments would result in materially different
amounts being reported in the financial statements.

     o    Registrant accounts for its investment in local partnerships in
          accordance with the equity method of accounting since Registrant
          cannot control the operations of a Local Partnership.

     o    If the book value of Registrant's investment in a Local Partnership
          exceeds the estimated value derived by management, Registrant reduces
          its investment in any such Local Partnership and includes such
          reduction in equity in loss of investment in local partnerships.


Recent Accounting Pronouncement Not Yet Adopted
-----------------------------------------------

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those fiscal years, with early application encouraged.
SFAS No. 144 supersedes and provides additional clarification under the
guidelines established by SFAS No. 121. Registrant does not anticipate that the
adoption of SFAS No. 144 will have a material impact on its financial
statements.


Item 7A. Quantitative and Qualitative Disclosure about Market Risk
         ---------------------------------------------------------

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


                                       12
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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


                                Table of Contents
                                -----------------
                                                                           Page
                                                                           ----

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

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

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

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

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

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




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




                                       13
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Partners
American Tax Credit Properties L.P.

        We have audited the accompanying balance sheets of American Tax Credit
Properties L.P. as of March 30, 2002 and 2001, and the related statements of
operations, partners' equity (deficit) and cash flows for each of the three
years in the period ended March 30, 2002. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Tax Credit
Properties L.P. as of March 30, 2002 and 2001, and the results of its
operations, changes in partners' equity (deficit) and its cash flows for each of
the three years in the period ended March 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 20, 2002



                                       14
<PAGE>

<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 2002 AND 2001


                                                               Notes         2002          2001
                                                               -----     -----------    -----------
ASSETS

<S>                                                               <C>    <C>            <C>
Cash and cash equivalents                                         3,9    $   223,677    $    77,589
Investments in bonds                                          4,5,8,9      1,390,836      1,827,390
Investment in local partnerships                                  5,8      1,398,685      1,587,296
Interest receivable                                                 9         44,993         45,265
                                                                         -----------    -----------

                                                                         $ 3,058,191    $ 3,537,540
                                                                         ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                                    $    57,552    $    56,896
Payable to general partner and affiliates                         6,8         78,999         74,664
                                                                         -----------    -----------

                                                                             136,551        131,560
                                                                         -----------    -----------
Commitments and contingencies                                     5,8

Partners' equity (deficit)                                        2,4

  General partner                                                           (336,604)      (332,730)
  Limited partners (41,286 units of limited partnership
    interest outstanding)                                                  3,246,144      3,629,627
  Accumulated other comprehensive income, net                                 12,100        109,083
                                                                         -----------    -----------

                                                                           2,921,640      3,405,980
                                                                         -----------    -----------

                                                                         $ 3,058,191    $ 3,537,540
                                                                         ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                       15

<PAGE>

<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 2002, 2001 and 2000


                                                         Notes        2002             2001              2000
                                                         -----    ------------      -----------       -----------
REVENUE

<S>                                                               <C>               <C>               <C>
Interest                                                          $   146,424       $   160,013       $   185,135
Other income from local partnerships                                   18,725            27,475            22,475
                                                                  -----------       -----------       -----------

TOTAL REVENUE                                                         165,149           187,488           207,610
                                                                  -----------       -----------       -----------

EXPENSES

Administration fees                                        6,8        183,723           183,723           183,723
Management fee                                             6,8        175,466           175,466           175,466
Professional fees                                                      60,002            47,155           103,141
Printing, postage and other                                            30,515            22,242            40,101
                                                                  -----------       -----------       -----------

TOTAL EXPENSES                                                        449,706           428,586           502,431
                                                                  -----------       -----------       -----------

Loss from operations                                                 (284,557)         (241,098)         (294,821)

Equity in loss of investment in local partnerships           5       (102,800)       (1,227,326)       (1,075,642)
                                                                  -----------       -----------       -----------

NET LOSS                                                             (387,357)       (1,468,424)       (1,370,463)

Other comprehensive income (loss)                            4        (96,983)           39,785          (137,764)
                                                                  -----------       -----------       -----------

COMPREHENSIVE LOSS                                                $  (484,340)      $(1,428,639)      $(1,508,227)
                                                                  ===========       ===========       ===========

NET LOSS ATTRIBUTABLE TO                                     2

     General partner                                              $    (3,874)      $   (14,684)      $   (13,705)
     Limited partners                                                (383,483)       (1,453,740)       (1,356,758)
                                                                  -----------       -----------       -----------

                                                                  $  (387,357)      $(1,468,424)      $(1,370,463)
                                                                  ===========       ===========       ===========

NET LOSS per unit of limited partnership
     interest (41,286 units of limited partnership
     interest)                                                    $     (9.29)      $    (35.21)      $    (32.86)
                                                                  ===========       ===========       ===========
</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, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                          Accumulated
                                                                                             Other
                                                                                         Comprehensive
                                                      General           Limited           Income (Loss),
                                                      Partner           Partners              Net              Total
                                                   ------------       -----------        --------------     -----------

<S>                                               <C>                <C>                <C>                <C>
Partners' equity (deficit), March 30, 1999         $  (304,341)       $ 6,440,125        $   207,062        $ 6,342,846

Net loss                                               (13,705)        (1,356,758)                           (1,370,463)

Other comprehensive loss, net                                                               (137,764)          (137,764)
                                                   ------------       -----------        -----------        -----------

Partners' equity (deficit), March 30, 2000            (318,046)         5,083,367             69,298          4,834,619

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

Other comprehensive income, net                                                               39,785             39,785

                                                   ------------       -----------        -----------        -----------

Partners' equity (deficit), March 30, 2001            (332,730)         3,629,627            109,083          3,405,980

Net loss                                                (3,874)          (383,483)                             (387,357)

Other comprehensive loss, net                                                                (96,983)           (96,983)
                                                   ------------       -----------        -----------        -----------

Partners' equity (deficit), March 30, 2002         $  (336,604)       $ 3,246,144        $    12,100        $ 2,921,640
                                                   ===========        ===========        ===========        ===========
</TABLE>


                       See Notes to Financial Statements.


                                       17
<PAGE>

<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 2002, 2001 and 2000

                                                                   2002               2001               2000
                                                                 ---------          ---------         ----------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                              <C>                <C>                <C>
Interest received                                                $ 152,482          $ 186,117          $ 212,384
Cash paid for
    administration fees                                           (179,388)          (183,718)          (160,665)
    management fee                                                (175,466)          (175,466)          (175,466)
    professional fees                                              (58,538)           (44,745)          (136,751)
    printing, postage and other expenses                           (31,323)           (20,304)           (37,901)
                                                                 ---------          ---------          ---------

Net cash used in operating activities                             (292,233)          (238,116)          (298,399)
                                                                 ---------          ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                         175,236            119,657            161,815
Investment in local partnerships                                   (70,700)          (311,351)          (181,536)
Investments in bonds (includes accrued interest of $1,636,        (259,215)          (256,438)          (257,559)
    $482 and $0)
Maturity/redemption and sale of bonds                              593,000            702,474            550,810
                                                                 ---------          ---------          ---------

Net cash provided by investing activities                          438,321            254,342            273,530
                                                                 ---------          ---------          ---------

Net increase (decrease) in cash and cash equivalents               146,088             16,226            (24,869)

Cash and cash equivalents at beginning of year                      77,589             61,363             86,232
                                                                 ---------          ---------          ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                         $ 223,677          $  77,589          $  61,363
                                                                 =========          =========          =========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net              $ (96,983)         $  39,785          $(137,764)
                                                                 =========          =========          =========

------------------------------------------------------------------------------------------------------------------

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



                       See Notes to Financial Statements.


                                       18

<PAGE>

<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 2002, 2001 and 2000

                                                                2002                2001                 2000
                                                            ------------         -----------          -----------
RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES

<S>                                                         <C>                  <C>                  <C>
Net loss                                                    $  (387,357)         $(1,468,424)         $(1,370,463)

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

  Equity in loss of investment in local partnerships            102,800            1,227,326            1,075,642
  Loss on redemption and sale of bonds                                                15,316                8,596
  Distributions from local partnerships classified as
    other income                                                (18,725)             (27,475)             (22,475)
  Amortization of net premium on investments in bonds            20,429               22,361               27,461
  Accretion of zero coupon bonds                                (16,279)             (16,279)             (16,324)
  Decrease in interest receivable                                 1,908                4,706                7,516
  Increase (decrease) in accounts payable and accrued
    expenses                                                        656                4,348              (39,150)
  Increase in due to general partner and affiliates               4,335                    5               30,798
                                                            -----------          -----------          -----------
NET CASH USED IN OPERATING ACTIVITIES                       $  (292,233)         $  (238,116)         $  (298,399)
                                                            ===========          ===========          ===========
</TABLE>


                       See Notes to Financial Statements.


                                       19

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 2002, 2001 and 2000


1.   Organization, Purpose and Summary of Significant Accounting Policies

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

Basis of Accounting and Fiscal Year

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

Investment in Local Partnerships

The Partnership accounts for its investment in local partnerships in accordance
with the equity method of accounting, under which the investment is carried at
cost and is adjusted for the Partnership's share of each Local Partnership's
results of operations and by cash distributions received. Equity in loss of each
investment in Local Partnership allocated to the Partnership is generally
recognized to the extent of the Partnership's investment balance in each Local
Partnership. Equity in loss in excess of the Partnership's investment balance in
a Local Partnership is allocated to other partners' capital in any such Local
Partnership, except to the extent that the Partnership has an outstanding
commitment to fund future amounts on behalf of a Local Partnership. Previously
unrecognized equity in loss of any Local Partnership is recognized in the fiscal
year in which equity in income is earned by such Local Partnership or additional
investment is made by the Partnership. Distributions received subsequent to the
elimination of an investment balance for any such investment in a Local
Partnership are recorded as other income from local partnerships.

The Partnership regularly assesses the carrying value of its investments in
local partnerships. If the carrying value of an investment in a Local
Partnership exceeds the estimated value derived by management, 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. The Partnership
recognizes additional equity in loss of investment in local partnerships to the
extent of such advances.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
presentation.


                                       20
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


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

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.

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.

Recent Accounting Pronouncement Not Yet Adopted

In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which
is effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years, with early
application encouraged. SFAS No. 144 supersedes and provides additional
clarification under the guidelines established by SFAS No. 121. The Partnership
does not anticipate that the adoption of SFAS No. 144 will have a material
impact on its financial statements.


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.


                                       21
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


3.   Cash and Cash Equivalents

As of March 30, 2002, the Partnership has $223,677 in cash and cash equivalents
that are deposited in interest-bearing accounts with an institution that is not
insured by the Federal Deposit Insurance Corporation.

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 $253,000 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, 2002, certain information concerning investments in bonds is as
follows:

<TABLE>
<CAPTION>

                                                                 Gross               Gross             Estimated
                                            Amortized          unrealized          unrealized            fair
    Description and maturity                  cost               gains               losses              value
    ------------------------               ----------          ----------         -----------         ----------

<S>                                        <C>                <C>                 <C>                 <C>
Corporate debt securities
  After one year through five years        $   218,434        $     6,177         $   (52,037)        $   172,574
                                           -----------        -----------         -----------         -----------
U.S. Treasury debt securities
  Within one year                              395,541              7,932              (4,538)            398,935
  After one year through five years            485,929             54,338                --               540,267
                                           -----------        -----------         -----------         -----------

                                               881,470             62,270              (4,538)            939,202
                                           -----------        -----------         -----------         -----------

U.S. government and agency securities
  After five years through ten years           278,832                228                --               279,060
                                           -----------        -----------         -----------         -----------

                                           $ 1,378,736        $    68,675         $   (56,575)        $ 1,390,836
                                           ===========        ===========         ===========         ===========
</TABLE>


                                       22

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


4.   Investments in Bonds (continued)

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

<TABLE>
<CAPTION>

                                                                Gross               Gross            Estimated
                                           Amortized          unrealized          unrealized           fair
    Description and maturity                 cost               gains               losses             value
    ------------------------              ----------         -----------         -----------       -----------

<S>                                        <C>                <C>               <C>                <C>
Corporate debt securities
  After one year through five years       $  198,946         $    3,529         $     --           $  202,475
  After five years through ten years          25,330              1,606               --               26,936
                                          -----------        -----------        -----------        ----------

                                             224,276              5,135               --              229,411
                                          -----------        -----------        -----------        ----------

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

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

U.S. government and agency securities
  After five years through ten years         262,553              3,878               --              266,431
                                         -----------        -----------        -----------         ----------

                                         $ 1,718,307         $  109,083         $     --           $1,827,390
                                         ===========         ==========        ===========         ==========
</TABLE>




                                       23

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 AND 2000


5.   Investment in Local Partnerships

As of March 30, 2002, 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.*;
 4.  Cobbet Hill Associates Limited Partnership ("Cobbet")*;
 5.  Dunbar Limited Partnership;
 6.  Dunbar Limited Partnership No. 2;
 7.  Federal Apartments Limited Partnership;
 8.  Golden Gates Associates;
 9.  Grove Park Housing, A California Limited Partnership;
10.  Gulf Shores Apartments Ltd.;
11.  Hilltop North Associates, A Virginia Limited Partnership ("Hilltop");
12.  Madison-Bellefield Associates;
13.  Pine Hill Estates Limited Partnership;
14.  Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita");
15.  Vista del Mar Limited Dividend Partnership L.P.; and
16.  Winnsboro Homes Limited Partnership.

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

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

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The rents of the Properties are controlled by federal and
state agencies pursuant to applicable laws and regulations. Under the terms of
each of the Local Partnership's partnership agreements, the Partnership has made
capital contributions in the aggregate amount of $35,084,409, which includes
advances to certain Local Partnerships. As of December 31, 2001, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$73,205,000 and accrued interest payable on such loans totaling approximately
$5,001,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.

Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership (see Note 1).
The amount of such excess losses applied to other partners' capital was
$3,932,727, $2,283,151 and $2,187,634 for the years ended December 31, 2001,
2000 and 1999, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 5.



                                       24

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

The combined balance sheets of the Local Partnerships as of December 31, 2001
and 2000 are as follows:

<TABLE>
<CAPTION>

                                                                   2001                2000
                                                               ------------        ------------
ASSETS

<S>                                                            <C>                 <C>
Cash and cash equivalents                                      $  1,907,632        $  1,074,364
Rents receivable                                                    197,661             273,522
Escrow deposits and reserves                                      3,806,701           2,848,934
Land                                                              3,850,061           3,850,061
Buildings and improvements (net of accumulated
  depreciation of $48,329,545 and $44,487,757)                   58,998,432          62,267,223

Intangible assets (net of accumulated amortization of
  $816,495 and $713,563)                                          1,545,008           1,631,350
Other assets                                                        890,918           1,052,996
                                                               ------------        ------------
                                                               $ 71,196,413        $ 72,998,450
                                                               ============        ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                        $  1,486,791        $  1,229,514
  Due to related parties                                          5,942,957           5,611,676
  Mortgage loans                                                 73,205,174          72,172,107
  Notes payable                                                     932,414           1,058,608
  Accrued interest                                                5,000,658           4,326,235
  Other liabilities                                                 345,235             335,650
                                                               ------------        ------------

                                                                 86,913,229          84,733,790
                                                               ------------        ------------

Partners' equity (deficit)

  American Tax Credit Properties L.P.
    Capital contributions, net of distributions                  34,019,701          34,079,578
    Cumulative loss
                                                                (31,707,036)        (31,604,236)
                                                               ------------        ------------

                                                                  2,312,665           2,475,342
                                                               ------------        ------------

  General partners and other limited partners
    Capital contributions, net of distributions                     599,854             391,416
    Cumulative loss
                                                                (18,629,335)        (14,602,098)
                                                               ------------        ------------

                                                                (18,029,481)        (14,210,682)
                                                               ------------        ------------

                                                                (15,716,816)        (11,735,340)
                                                               ------------        ------------

                                                               $ 71,196,413        $ 72,998,450
                                                               ============        ============
</TABLE>


                                       25

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

The combined statements of operations of the Local Partnerships for the years
ended December 31, 2001, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>

                                                                2001              2000               1999
                                                                ----              ----               ----
REVENUE

<S>                                                         <C>                <C>                <C>
Rental                                                      $ 15,038,216       $ 15,228,268       $ 15,259,179
Interest and other                                               443,442            421,752            381,424
                                                            ------------       ------------       ------------

Total Revenue                                                 15,481,658         15,650,020         15,640,603
                                                            ------------       ------------       ------------

EXPENSES

Administrative                                                 2,480,935          2,473,170          2,382,660
Utilities                                                      1,670,023          1,303,193          1,264,440
Operating and maintenance                                      3,575,925          3,444,099          3,177,835
Taxes and insurance                                            1,801,691          1,834,841          1,770,920
Financial                                                      6,026,087          6,298,606          6,497,506
Depreciation and Amortization                                  4,057,034          3,906,334          3,867,536
                                                            ------------       ------------       ------------

Total Expenses                                                19,611,695         19,260,243         18,960,897
                                                            ------------       ------------       ------------

NET LOSS                                                    $ (4,130,037)      $ (3,610,223)      $ (3,320,294)
                                                            ============       ============       ============

NET LOSS ATTRIBUTABLE TO

   American Tax Credit Properties L.P.                      $   (102,800)      $ (1,227,326)      $ (1,075,642)
   General partners and other limited
    partners, which includes specially allocated
      items of net revenue to certain general
      partners of $8,273 in 1999, and Partnership
      loss in excess of investment of $3,932,727,
      $2,283,151 and $2,187,634                               (4,027,237)        (2,382,897)        (2,224,652)
                                                            ------------       ------------       ------------

                                                            $ (4,130,037)      $ (3,610,223)      $ (3,320,294)
                                                            ============       ============       ============
</TABLE>


                                       26

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year ended
March 30, 2002 is as follows:

<TABLE>
<CAPTION>

                                                                                                     Cash
                                                                 Partnership's      Cash         distributions
                               Investment                         equity in      distributions   classified as     Investment
                               in Local          Investments     income (loss)     received      other income       in Local
                               Partnership       during the      for the year   during the year  during the year   Partnership
                               balance as        year ended         ended           ended            ended        balance as of
                              of March 30,        March 30,      December 31,      March 30,        March 30,       March 30,
Name of Local Partnership        2001               2002             2001            2002             2002            2002
-------------------------     ------------      -----------     -------------    -------------    -------------   -------------

<S>                           <C>               <C>             <C>        <C>   <C>             <C>           <C>
4611 South Drexel Limited
 Partnership                  $      --         $    70,700     $  (70,700)(2)   $     --          $     --        $       --
Blue Hill Housing Limited
 Partnership                    1,190,764              --          (98,622)       (156,511)              --            935,631
Cityside Apartments, L.P.            --                --             --   (1)         --                --                --
Cobbet Hill Associates
 Limited Partnership             (150,000)(3)          --          150,000 (3)         --                --                --
Dunbar Limited Partnership           --                --             --   (1)      (5,000)             5,000              --
Dunbar Limited Partnership
 No. 2                               --                --             --   (1)      (5,000)             5,000              --
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                         --                --             --   (1)        --                 --                --
Madison-Bellefield
 Associates                       500,721              --          (54,876)           --                 --            445,845
Pine Hill Estates Limited
 Partnership                         --                --             --   (1)      (5,000)             5,000              --
Santa Juanita Limited
 Dividend Partnership L.P.         45,811              --          (28,602)           --                 --             17,209

Vista del Mar Limited
 Dividend Partnership L.P.           --                --             --   (1)        --                 --                --
Winnsboro Homes Limited
 Partnership                         --                --             --   (1)      (1,250)             1,250              --

                              $ 1,587,296     $    70,700      $  (102,800)    $  (175,236)       $    18,725       $1,398,685
                              ===========     ===========      ===========     ===========        ===========       ==========
</TABLE>


(1)  Additional equity in loss of investment is not allocated to the Partnership
     until equity in income is earned or additional investment is made by the
     Partnership.

(2)  The Partnership's equity in loss of an investment in a Local Partnership is
     limited to the remaining investment balance.

(3)  The Partnership's investment balance was negative as a result of an
     outstanding commitment of the Partnership on behalf of the Local
     Partnership, which commitment was later reduced to zero (see Note 1).


                                       27

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

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

<TABLE>
<CAPTION>

                                                                                                  Cash
                                                            Partnership's       Cash          distributions
                               Investment                    equity in       distributions    classified as      Investment
                               in Local       Investments     (loss)           received        other income       in Local
                               Partnership    during the    for the year    during the year   during the year    Partnership
                               balance as     year ended       ended            ended             ended         balance as of
                              of March 30,     March 30,     December 31,      March 30,         March 30,        March 30,
Name of Local Partnership        2000            2001           2000             2001              2001             2001
-------------------------     ------------   -----------   --------------    -------------    -------------    -------------

<S>                           <C>           <C>            <C>          <C>   <C>              <C>              <C>
4611 South Drexel Limited
 Partnership                  $      --     $   148,484    $  (148,484) (2)   $        --      $      --        $      --
Blue Hill Housing Limited
 Partnership                    1,429,239          --         (162,968)            (75,507)           --          1,190,764
Cityside Apartments, L.P.         389,881          --         (389,881) (2)            --             --               --
Cobbet Hill Associates
 Limited Partnership                 --         150,000       (300,000) (3)            --             --           (150,000)(3)
Dunbar Limited Partnership           --            --             --    (1)         (2,500)         2,500             --
Dunbar Limited Partnership
 No. 2                               --            --             --    (1)         (2,500)         2,500             --
Federal Apartments Limited
 Partnership                         --            --             --    (1)         (5,000)         5,000             --
Golden Gates Associates              --            --             --    (1)         (2,500)         2,500             --
Grove Park Housing, A
 California Limited
 Partnership                         --            --             --    (1)           --             --               --
Gulf Shores Apartments Ltd.          --            --             --    (1)         (2,475)         2,475             --
Hilltop North Associates,
 A Virginia Limited                  --          12,867        (12,867) (2)           --             --               --
 Partnership
Madison-Bellefield
 Associates                       606,794          --          (89,398)            (16,675)          --             500,721
Pine Hill Estates Limited
 Partnership                         --            --             --    (1)        (10,000)        10,000             --
Santa Juanita Limited
 Dividend Partnership L.P.         80,056          --          (34,245)               --             --              45,811

Vista del Mar Limited
 Dividend Partnership L.P.         89,483          --          (89,483)               --             --               --
Winnsboro Homes Limited
 Partnership                         --            --             --    (1)         (2,500)         2,500             --
                              -----------    -----------   -----------         -----------    -----------        ----------

                              $ 2,595,453    $   311,351   $(1,227,326)        $  (119,657)   $    27,475        $1,587,296
                              ===========    ===========   ============        ===========    ===========        ==========
</TABLE>


(1)  Additional equity in loss of investment is not allocated to the Partnership
     until equity in income is earned or additional investment is made by the
     Partnership.

(2)  The Partnership's equity in loss of an investment in a Local Partnership is
     limited to the remaining investment balance.

(3)  The Partnership's investment balance is negative as a result of an
     outstanding commitment of the Partnership on behalf of the Local
     Partnership (see Note 1).


                                       28
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

Property information for each Local Partnership as of December 31, 2001 is as
follows:

<TABLE>
<CAPTION>

                                                         Mortgage                        Buildings and      Accumulated
Name of Local Partnership                             loans payable        Land          improvements       depreciation
-------------------------                             -------------    ------------     -------------      -------------

<C>                                                  <C>               <C>              <C>                <C>
4611 South Drexel Limited Partnership                $   1,307,248     $     64,408     $   1,851,813      $    (756,090)
Blue Hill Housing Limited Partnership                    6,394,092          111,325        10,902,347         (4,482,697)
Cityside Apartments, L.P.                                7,473,851          131,591        13,786,099         (6,187,469)
Cobbet Hill Associates Limited Partnership              13,814,341          504,683        16,409,900         (7,762,608)
Dunbar Limited Partnership                               4,930,310          117,126         6,035,860         (2,684,809)
Dunbar Limited Partnership No. 2                         5,257,050          131,920         6,755,247         (3,073,331)
Federal Apartments Limited Partnership                   4,956,100          279,750         8,578,763         (3,991,262)
Golden Gates Associates                                  4,555,277           29,585         5,821,145
                                                                                                              (2,834,650)
Grove Park Housing, A California Limited                 6,763,950          956,952         7,676,667         (3,381,808)
  Partnership
Gulf Shores Apartments Ltd.                              1,475,807          172,800         1,768,657           (851,316)
Hilltop North Associates, A Virginia Limited
  Partnership                                            3,176,404          240,514         5,008,146         (1,865,338)
Madison-Bellefield Associates                            3,215,528          245,000         5,763,613         (2,762,440)
Pine Hill Estates Limited Partnership                    2,198,261           40,000         3,923,925         (1,800,919)
Santa Juanita Limited Dividend Partnership L.P.          1,443,590          228,718         2,429,898         (1,023,187)
Vista del Mar Limited Dividend Partnership L.P.          5,139,920          565,689         8,790,082         (4,062,213)
Winnsboro Homes Limited Partnership                      1,103,445           30,000         1,825,815           (809,408)
                                                     -------------     ------------     -------------      -------------

                                                     $  73,205,174     $  3,850,061     $ 107,327,977      $ (48,329,545)
                                                     =============     ============     =============      =============


Property information for each Local Partnership as of December 31, 2000 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                $   1,322,244     $      64,408     $   1,851,813      $    (684,767)
Blue Hill Housing Limited Partnership                    6,431,587           111,325        10,902,347         (4,217,863)
Cityside Apartments, L.P.                                7,569,351           131,591        13,786,099         (5,685,545)
Cobbet Hill Associates Limited Partnership              13,865,213           504,683        16,303,843         (7,146,551)
Dunbar Limited Partnership                               3,962,219           117,126         6,007,797         (2,457,220)
Dunbar Limited Partnership No. 2                         4,538,307           131,920         6,650,515         (2,816,617)
Federal Apartments Limited Partnership                   5,033,037           279,750         8,494,841         (3,641,161)
Golden Gates Associates                                  4,580,629            29,585         5,821,145         (2,627,388)
Grove Park Housing, A California Limited                 6,807,072           956,952         7,676,667         (3,102,688)
  Partnership
Gulf Shores Apartments Ltd.                              1,479,818           172,800         1,750,427           (789,029)
Hilltop North Associates, A Virginia Limited
  Partnership                                            3,215,052           240,514         5,008,146         (1,715,765)
Madison-Bellefield Associates                            3,318,389           245,000         5,692,853         (2,542,653)
Pine Hill Estates Limited Partnership                    2,261,644            40,000         3,911,100         (1,647,847)
Santa Juanita Limited Dividend Partnership L.P.          1,456,361           228,718         2,363,130           (933,383)
Vista del Mar Limited Dividend Partnership L.P.          5,197,534           565,689         8,709,405         (3,739,416)
Winnsboro Homes Limited Partnership                      1,133,650            30,000         1,824,852           (739,864)
                                                     -------------     ------------     -------------      -------------

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


                                       29

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


5.   Investment in Local Partnerships (continued)

The summary of property activity during the year ended December 31, 2001 is as
follows:

<TABLE>
<CAPTION>

                                                          Net change
                                                        during the year
                                    Balance as of           ended             Balance as of
                                  December 31, 2000    December 31, 2001    December 31, 2001
                                  -----------------    -----------------    -----------------

<S>                                 <C>                 <C>                  <C>
Land                                $   3,850,061        $        --          $   3,850,061
Buildings and improvements            106,754,980              572,997          107,327,977
                                    -------------        -------------        -------------
                                      110,605,041              572,997          111,178,038
Accumulated depreciation              (44,487,757)          (3,841,788)         (48,329,545)
                                    -------------        -------------        -------------

                                    $  66,117,284        $  (3,268,791)       $  62,848,493
                                    =============        =============        =============
</TABLE>


Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments"). The
terms of the SHARP Operating Loan called for declining Operating Subsidy
Payments over its term (not more than 15 years). However, due to the economic
condition of the Northeast region in the early 1990's, MHFA instituted an
operating deficit loan (the "ODL") program that supplemented the scheduled
reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no longer
receives the ODL, without which Cobbet is unable to make the full mandatory debt
service payments on its first mortgage. MHFA notified Cobbet and, to the Local
General Partners' knowledge, other ODL recipients as well, that MHFA considers
such mortgages to be in default. Since the date MHFA ceased funding the ODL
through December 31, 2001, Cobbett has accumulated approximately $1,128,000 of
debt service arrearages. On August 7, 2000, the Local General Partners met with
MHFA to discuss future capital improvements and the future of the Property. A
contribution payment of $300,000 was offered by the Partnership, utilizing
Partnership and Local General Partner funds, to help fund the capital
improvements. The Partnership advanced $150,000 as of March 30, 2001; the Local
General Partners have or will advance a matching $150,000. MHFA approved all of
the items on the agenda and indicated a strong interest in pursuing a
recapitalization of Cobbet. At different times over the past few years, the
Local General Partners answered affirmatively to MHFA correspondence concerning
the admission of Cobbet in a recapitalization program, but Cobbet has not
qualified due to its project based Section 8 subsidy. However, pursuant to
subsequent correspondence, MHFA indicated that it would be interested in
reviewing a separate proposal if Cobbet could identify an investor. 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 $70,700 and $148,484 during the years ended March 30,
2002 and 2001, respectively, to South Drexel to fund operating deficits, which
includes making necessary capital improvements to the property. Cumulative
advances as of March 30, 2002 are $367,910. Such advances have been recorded as
investment in local partnerships and have been offset by additional equity in
loss of investment in local partnerships (see Note 1).

The Partnership advanced $12,867 during the year ended March 30, 2001 to Hilltop
to fund operating deficits, which includes making necessary capital improvements
to the property. Cumulative advances as of March 30, 2002 are $56,210. Such
advances have been recorded as investment in local partnerships and have been
offset by additional equity in loss of investment in local partnerships (see
Note 1).


                                       30
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 and 2000


6.   Transactions with General Partner and Affiliates

For the years ended March 30, 2002, 2001 and 2000, 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>

                                           2002                        2001                        2000
                                   ----------------------      ----------------------       ----------------------
                                     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             179,388      183,723        183,718      183,723          6,494       37,292
Note 8)


For the years ended December 31, 2001, 2000 and 1999, 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:

<CAPTION>

                                           2001                        2000                        1999
                                   ----------------------      ----------------------       ---------------------
                                     Paid       Incurred         Paid       Incurred         Paid       Incurred
                                   ---------    --------       ---------    --------        --------    ---------

<S>                                 <C>          <C>            <C>          <C>            <C>          <C>
 Property management fees           $139,487     $101,228       $ 75,004     $ 83,354       $110,593     $124,811

 Insurance and other services         97,256       92,119         74,862      118,918         93,289       82,786
</TABLE>



                                       31

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 AND 2000


7.   Taxable Loss

A reconciliation of the financial statement net loss of the Partnership for the
years ended March 30, 2002, 2001 and 2000 to the tax return net loss for the
years ended December 31, 2001, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>

                                                          2002               2001                2000
                                                      -----------         -----------         -----------

<S>                                                 <C>                 <C>                 <C>
Financial statement net loss for the
   years ended March 30, 2002, 2001 and 2000          $  (387,357)        $(1,468,424)        $(1,370,463)

Add (less) net transactions occurring between
   January 1, 1999 to March 30, 1999                         --                  --               (56,816)
   January 1, 2000 to March 30, 2000                         --               (65,927)             65,927
   January 1, 2001 to March 30, 2001                      (92,406)             92,406                --
   January 1, 2002 to March 30, 2002                       49,584                --                  --

Adjusted financial statement net loss for
  the years ended December 31, 2001, 2000
  and 1999                                               (430,179)         (1,441,945)         (1,361,352)

Differences arising from equity in loss
  of investment in local partnerships                  (3,282,497)         (2,353,893)         (1,614,232)

Other income from local partnerships                      (12,475)            (12,500)            (33,238)

Administration fees deductible when                        (2,159)               --                  --
  paid

Other differences                                          (5,944)             10,177              (1,638)

Tax return net loss for the years
  ended December 31, 2001, 2000 and 1999              $(3,733,254)        $(3,798,161)        $(3,010,460)
                                                      ===========         ===========         ===========
</TABLE>


The differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2001 and 2000 are as follows:

                                                       2001            2000
                                                   ------------   -------------
Investment in local partnerships - financial
  reporting                                        $  1,357,053    $  1,519,730
Investment in local partnerships - tax              (13,736,989)    (10,629,662)

                                                   $ 15,094,042    $ 12,149,392
                                                   ============    ============

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.


                                       32

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 AND 2000


8.   Commitments and Contingencies

Pursuant to the Partnership Agreement, the Partnership incurs an annual
management fee ("Management Fee") in the amount of $175,466 payable to the
General Partner for its services in connection with the management of the
affairs of the Partnership. the Partnership incurred a Management Fee of
$175,466 for each of the three years ended March 30, 2002. 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, 2002 and 2001.

In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the Partnership.
From the inception of the Partnership through November 23, 1999, such
administrative services were provided by ML Fund Administrators Inc. ("MLFA"),
an affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with certain
transitional services continued through April 30, 2000. The General Partner
transitioned the administrative services to an affiliate of the General Partner
without any changes to the terms of the Administrative Services Agreement.
Pursuant to such agreement, the Partnership incurs an annual administration fee
("Administration Fee") in the amount of $152,758 and an annual additional
administration fee ("Additional Administration Fee") in the amount of $30,965
for administrative services provided to the Partnership, subject to certain
provisions of the Partnership Agreement. The Partnership incurred an
Administration Fee and an Additional Administration Fee in the amounts of
$152,758 and $30,965, respectively, for each of the three years ended March 30,
2002. Such amounts are aggregated and reflected under the caption administration
fees in the accompanying statements of operations. Unpaid Administration Fees in
the amount of $35,138 and $30,803 are included in payable to general partner and
affiliates in the accompanying balance sheets as of March 30, 2002 and 2001,
respectively.

The rents of the Properties, many of which receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"), are subject to specific laws, regulations
and agreements with federal and state agencies. The subsidy agreements expire at
various times during and after the Compliance Periods of the Local Partnerships.
Since October 1997, the United States Department of Housing and Urban
Development ("HUD") has issued a series of directives related to project based
Section 8 contracts that define owners' notification responsibilities, advise
owners of project based Section 8 properties of what their options are regarding
the renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. The Partnership
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income before debt service ("NOI") and debt structure of any or
all Local Partnerships currently receiving such subsidy or similar subsidies.
Two Local Partnerships' Section 8 contracts are currently subject to renewal
under applicable HUD guidelines. In addition, two Local Partnerships entered
into restructuring agreements, resulting in both a lower rent subsidy (resulting
in lower NOI) and lower mandatory debt service with no anticipated material
adverse impact to the operating results of the Properties through the respective
Compliance Periods.

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.


                                       33
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2002, 2001 AND 2000


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, 2002 and 2001 are disclosed elsewhere in the financial statements.



                                       34

<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               Director
David A. Salzman             February 2, 2001                President
Neal Ludeke                  February 10, 1988               Vice President and
                                                               Treasurer
Gina S. Dodge                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 54, is the sole Director of Richman Tax. Mr. Richman
is the Chairman 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 41, is the President of Richman Tax and is a minority
stockholder and the President of Richman Group. Mr. Salzman is responsible for
the acquisition and development of residential real estate for syndication for
Richman Group.

Neal Ludeke, age 44, is a Vice President and Treasurer of Richman Tax. Mr.
Ludeke, a Vice President and the Treasurer of Richman Group, is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset Management, Inc. ("RAM"), an affiliate of Richman Tax. Mr. Ludeke's
responsibilities in connection with RAM include various partnership management
functions.

Gina S. Dodge, age 46, is the Secretary of Richman Tax. Ms. Dodge is a Vice
President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Dodge 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, 2002,
Richman Tax did not pay any remuneration to any of its officers or its director.



                                       35

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Dominion Capital Inc., having the mailing address 120 Tredegar Street, Richmond,
Virginia 23219, is the owner of 2,800 Units, representing approximately 6.8% of
all such Units. As of May 31, 2002, 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, 2001 allocated to the General Partner were $37,332
and $460, respectively. The net tax losses and net Low-income Tax Credits
generated by the General Partner during the year ended December 31, 2001 (from
the allocation of Registrant discussed above) and allocated to Richman Tax were
$25,386 and $312, 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, 2002.



                                       36

<PAGE>


                                     PART IV

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

     (a)  Financial Statements, Financial Statement Schedules and Exhibits

          (1)  Financial Statements

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

          (2)  Financial Statement Schedules

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

          (3)  Exhibits

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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


                                                            37
<PAGE>

<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                            38

<PAGE>

<CAPTION>

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

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

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

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

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

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

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

      10.27        Amendment No. 1 to Santa Juanita Limited Dividend Partnership L.P.    Exhibit 10.1 to Form 10-Q Report
                   Amended and Restated Agreement of Limited Partnership                 dated September 29, 1995
                   (Replaces in its entirety Exhibit 10.24 hereof.)                      (File No. 0-17619)

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

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

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


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

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


                                                            39

<PAGE>

<CAPTION>

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

<S>   <C>            <C>                                                                 <C>
      10.33        Amended and Restated Articles of Partnership in Commendam of          Exhibit 10.1 to Form 10-Q Report
                   Winnsboro Homes Limited Partnership                                   dated December 30, 1989
                                                                                         (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)

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

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

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

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

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

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

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

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

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

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

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

                                                            40
<PAGE>

<CAPTION>

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

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

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


   (b) Reports on Form 8-K

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

   (c) Exhibits

       See (a)(3) above.

   (d) Financial Statement Schedules

       See (a)(2) above.



                                       41

<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, 2002                    /s/ Richard Paul Richman
        -------------                    ---------------------------------------
                                         by:  Richard Paul Richman
                                              Director

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      Director of the general          June 28, 2002
   --------------------------    partner of the General           -------------
   (Richard Paul Richman)        Partner


   /s/ Neal Ludeke               Vice President and Treasurer     June 28, 2002
   --------------------------    of the general partner of the    -------------
   (Neal Ludeke)                 General Partner (Principal
                                 Financial and Accounting
                                 Officer of Registrant)



                                       42