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, 2005
                                            --------------

                                       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.
340 Pemberwick Road
Greenwich, Connecticut                                       06831
--------------------------------------------------------------------------------
(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|

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes |_|  No |X|

Registrant has no voting stock.

Documents incorporated by reference:

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

<PAGE>

                                     PART I

Item 1. Business

Formation

American  Tax  Credit  Properties  L.P.   ("Registrant"),   a  Delaware  limited
partnership,  was formed on February  12, 1988 to invest  primarily in leveraged
low-income  multifamily  residential  complexes (the "Property" or "Properties")
which qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"),  through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in nineteen such Properties,  including one Property 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, Job Creation and Worker Assistance Act of 2002, Jobs and Growth Tax
Relief  Reconciliation  Act of  2003  and  American  Jobs  Creation  Act of 2004
(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 340
Pemberwick Road, Greenwich,  Connecticut 06831. 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 has been 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  substantially  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. As of December 31, 2004, the Compliance Period of all of the Local
Partnerships  has  expired.  It is the General  Partner's  intention  to sell or
assign Registrant's interests in Local Partnerships subsequent to the expiration
of the respective  Compliance Periods. It is uncertain as to the amount, if any,
that  Registrant  will receive with respect to each specific  Property from such
sales  and  assignments.  In  August  2004,  the  Property  owned  by Blue  Hill
Associates Limited Partnership ("Blue Hill") was sold (see Item 7 - Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations,
herein).  The Compliance Period in connection with Blue Hill expired on December
31, 2003.

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.  Twelve Local Partnerships' Section 8 contracts are currently
subject to renewal  under  applicable  HUD  guidelines.  In addition,  two Local
Partnerships  entered into  restructuring  agreements  in 2001 and one did so in
2005,  resulting in both a lower rent subsidy (resulting in lower NOI) and lower
mandatory debt service.

                                       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             2004           footnotes)
--------------------------                                      -----          ------------             ----           ----------
<S>                                                               <C>         <C>                   <C>                   <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                                                 44          $    1,023,856        $   1,252,225         (1c)

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

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

Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts                                        144               4,506,082                   -- (4)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                                              126               6,098,988            7,119,462         (1a)

Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                                              117               5,303,771           13,478,452       (1a&b)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                                                100               1,518,229            4,918,382       (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                                                102               1,701,849            5,248,223       (1a&e)

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

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                                         164               2,832,224            4,639,955     (1a,d&f)

Golden Gates Associates
Golden Gates
Brooklyn, New York                                               85                  879,478            4,457,721         (1b)

Grove Park Housing, A California Limited Partnership Grove
Park Apartments
Garden Grove, California                                         104               1,634,396            6,616,415         (1a)

</TABLE>

                                       4
<PAGE>

Item 2.   Properties (continued)

<TABLE>
<CAPTION>
                                                                                                    Mortgage loans
Name of Local Partnership                                       Number                              payable as of       Subsidy
Name of apartment complex                                     of rental           Capital            December 31,         (see
Apartment complex location                                      units          contribution             2004           footnotes)
--------------------------                                      -----          ------------             ----           ----------
<S>                                                               <C>         <C>                   <C>                   <C>
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                                              50          $      352,693        $   1,461,222         (1b)

Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia                                               160               1,470,734            3,051,805         (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                                         158               1,047,744            2,849,038         (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                                            110                 613,499            2,273,376       (1a&d)

Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                                              45                 313,887 (2)        1,399,015     (1a,b&d)

Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                                             152               3,097,059            4,982,614       (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                                              50                 289,730            1,217,957       (1a&d)
                                                                              --------------        -------------
                                                                              $   35,630,751        $  64,965,862
                                                                              ==============        =============

</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  entered into a restructuring  agreement
                  of its Section 8 contracts and debt structure under applicable
                  HUD guidelines in 2001.

            (f)   The Local Partnership  entered into a restructuring  agreement
                  of its Section 8 contract and debt structure under  applicable
                  HUD guidelines in 2005.

      (2)   Reflects amount attributable to Registrant only.

      (3)   The Property is no longer held by Registrant.  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,
            2004  and  2003  in  Note 5 to the  financial  statements.  Item  2.
            Properties (continued)

                                       5
<PAGE>

Item 2 Properties (continued)

      (4)   The Property is no longer held by Registrant as a result of the sale
            of the Property in August 2004. The Local  Partnership has remaining
            underlying  assets and liabilities that are included in the combined
            balance sheet of the Local  Partnerships  as of December 31, 2004 in
            Note 5 to the financial statements.

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,  2005 was
approximately 2,250, 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,  whose estimated  values are based on financial and other  information
available to them. 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.  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, 2005 and 2004.

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,  2004 and  2003  and the  cumulative  Tax  Credits,  net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2004 are as follows:

                                      Historic             Net
                                  Rehabilitation        Low-income
                                    Tax Credits         Tax Credits
                                    -----------         -----------
Tax year ended December 31, 2004   $         --        $         --
Tax year ended December 31, 2003             --                 .10

Cumulative totals                  $      71.88      $      1,456.58

Registrant generated total Tax Credits from investments in Local Partnerships of
approximately  $1,528 per Unit through  December 31, 2004, 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  substantially  fully  exhausted  as of
December 31, 2001.

                                       7
<PAGE>

                                                           49
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,
                                                                     ---------------------
                                     2005                2004                2003                2002                2001
                                     ----                ----                ----                ----                ----

<S>                             <C>                 <C>                 <C>                 <C>                 <C>
Interest and other revenue      $        37,092     $        89,603     $       100,999     $       165,149     $      187,488
                                ===============     ===============     ===============     ===============     ==============

Equity in loss of investment
  in local partnerships         $      (527,452)    $      (600,150)    $      (143,793)    $      (102,800)    $   (1,227,326)
                                ===============     ===============     ===============     ===============     ==============

Gain on sale of local
  partnership property          $       916,094     $            --     $            --     $            --     $           --
                                ===============     ===============     ===============     ===============     ==============


Net loss                        $       (73,305)    $    (1,092,174)    $      (560,050)    $      (387,357)    $   (1,468,424)
                                ===============     ===============     ===============     ===============     ==============

Net loss per unit of limited
  partnership interest          $         (1.76)    $        (26.19)    $        (13.43)    $         (9.29)    $       (35.21)
                                ===============     ===============     ===============     ===============     ==============


                                                                        As of March 30,
                                                                        ---------------
                                     2005                2004                2003                2002                2001
                                     ----                ----                ----                ----                ----

Total assets                    $     1,443,486     $     1,472,362     $     2,546,633     $     3,058,191     $    3,537,540
                                ===============     ===============     ===============     ===============     ==============

</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,  2005,  Registrant  has cash and cash  equivalents,  marketable
equity security and investments in bonds totaling  $994,729,  which is available
for  operating  expenses  of  Registrant  and  circumstances  which may arise in
connection  with the  Local  Partnerships.  As of March 30,  2005,  Registrant's
investments in bonds represent  corporate  bonds of $23,223 and U.S.  government
and agency bonds of $99,912,  with various  maturity  dates ranging from 2006 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, 2005,  Registrant  received  cash from  interest
revenue,  maturities/redemptions  and sales of bonds,  distributions  from Local
Partnerships  and proceeds in connection with the sale of the Blue Hill Property
and utilized cash for operating expenses and advances to Local Partnerships (see
Local Partnership Matters below).  Cash and cash equivalents,  marketable equity
security and investments in bonds increased,  in the aggregate, by approximately
$221,000  during the year ended March 30, 2005 (which  includes a net unrealized
gain on  investments in bonds and marketable  equity  security of  approximately
$76,000,   the   amortization   of  net  premium  on  investments  in  bonds  of
approximately  $3,000 and the  accretion of zero coupon  bonds of  approximately
$10,000).  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 or marketable equity security, 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,  2005,  the  investment  in local  partnerships
decreased as a result of proceeds  received in  connection  with the sale of the
Blue Hill Property of $1,001,903, Registrant's equity in the Local Partnerships'
net loss for the year ended December 31, 2004 of $527,452 and cash distributions
received from Local  Partnerships of $11,107  (exclusive of  distributions  from
Local  Partnerships of $7,500  classified as other income),  partially offset by
Registrant's  gain in  connection  with the sale of the Blue  Hill  Property  of
$916,094 and advances made to Local  Partnerships  of $374,837  (see  discussion
below  under  Local  Partnership  Matters).   Payable  to  general  partner  and
affiliates  in the  accompanying  balance  sheets as of March 30,  2005 and 2004
represents accrued management and administration fees.

Results of Operations

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

Cumulative  losses  and cash  distributions  in  excess of  investment  in local
partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating  deficits,  among  other  things.  In  addition,  the  book  value  of
Registrant's  investment  in each  Local  Partnership  (the  "Local  Partnership
Carrying  Value")  may be reduced  if 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,  2005,  2004 and 2003
resulted in net losses of $73,305,  $1,092,174 and $560,050,  respectively.  The
decrease in net loss from fiscal 2004 to fiscal 2005 is  primarily  attributable
to (i) a gain of approximately $916,000 recorded in fiscal 2005 upon the sale of
the  Property  owned  by Blue  Hill  (see  above  under  Capital  Resources  and
Liquidity, (ii) a loss recognized in fiscal 2004 of approximately $66,000 on the
conversion of an investment in bonds to a marketable  equity security  resulting
from the corporate  restructuring of the bond issuer's debt and (iii) a decrease
in equity in loss of investment in local partnerships of approximately  $73,000,
which  decrease  is  primarily  the result of a reduction  in the net  operating
losses of certain Local  Partnerships in which  Registrant  continued to have an
investment  balance,  partially  offset by advances  being made to certain Local
Partnerships during the year ended March 30, 2005 that were charged to equity in
loss of  investment  in local  partnerships  (see  discussion  below under Local
Partnership Matters),  all partially offset by a decrease in interest revenue of
approximately  $38,000. The increase in net loss from fiscal 2003 to fiscal 2004
is primarily  attributable to (i) an increase in equity in loss of investment in
local  partnerships  of  approximately  $456,000,  which  increase is  primarily
attributable  to operating  losses of certain  Local  Partnerships  in which the
Partnership  continued  to  have  an  investment  balance  and  (ii) a  loss  of
approximately  $66,000  on  the  conversion  of  an  investment  in  bonds  to a
marketable  equity security  resulting from the corporate  restructuring  of the
bond issuer's debt.

The Local Partnerships' loss from operations of approximately $5,001,000 for the
year ended December 31, 2004 includes  depreciation and amortization  expense of
approximately  $3,868,000 and interest on  non-mandatory  debt of  approximately
$1,186,000,  and does not include principal  payments on permanent  mortgages of
approximately   $769,000.  The  Local  Partnerships'  loss  from  operations  of
approximately   $4,282,000  for  the  year  ended  December  31,  2003  includes
depreciation and amortization  expense of approximately  $3,996,000 and interest
on non-mandatory debt of approximately  $755,000, and does not include principal
payments  on  permanent   mortgages  of   approximately   $752,000.   The  Local
Partnerships'  loss from  operations of  approximately  $4,197,000  for the year
ended  December  31, 2002  includes  depreciation  and  amortization  expense of
approximately  $3,956,000 and interest on  non-mandatory  debt of  approximately
$682,000,  and does not include  principal  payments on  permanent  mortgages of
approximately  $754,000. The results of operations of the Local Partnerships for
the year ended December 31, 2004 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 has been 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  substantially  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. As of December 31, 2004, the Compliance Period of all of the Local
Partnerships  has  expired.  It is the General  Partner's  intention  to sell or
assign Registrant's interests in Local Partnerships subsequent to the expiration
of the respective  Compliance Periods. It is uncertain as to the amount, if any,
that  Registrant  will receive with respect to each specific  Property from such
sales and assignments.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico.  Many of the Local  Partnerships  receive rental subsidy  payments,
including  payments  under  Section 8 of Title II of the Housing  and  Community
Development Act of 1974 ("Section 8"). The subsidy  agreements expire at various
times during and after the Compliance Periods of the Local  Partnerships.  Since
October  1997,  the United States  Department  of Housing and Urban  Development
("HUD") has issued a series of  directives  related to project  based  Section 8
contracts that define owners'  notification  responsibilities,  advise owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8  contracts,  provide  guidance  and  procedures  to owners,
management agents,  contract  administrators and HUD staff concerning renewal of
Section 8 contracts,  provide  policies and procedures on setting  renewal rents
and  handling   renewal  rent  adjustments  and  provide  the  requirements  and
procedures  for  opting-out  of a Section 8 project based  contract.  Registrant
cannot  reasonably  predict  legislative  initiatives  and  governmental  budget
negotiations,  the  outcome  of  which  could  result  in a  reduction  in funds
available  for the  various  federal  and state  administered  housing  programs
including the Section 8 program.  Such changes could adversely affect the future
net operating  income before debt service  ("NOI") and debt  structure of any or
all Local  Partnerships  currently  receiving such subsidy or similar subsidies.
Twelve Local Partnerships'  Section 8 contracts are currently subject to renewal
under applicable HUD guidelines.  In addition,  two Local  Partnerships  entered
into restructuring  agreements in 2001 and one did so in 2005, resulting in both
a lower rent subsidy (resulting in lower NOI) and lower mandatory debt service.

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, 2004,  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")  incurred an operating
deficit of  approximately  $160,000 for the year ended  December 31, 2004 due to
vacancies  resulting  from deferred unit  maintenance  and  associated  required
capital improvements. As of March 30, 2005, Registrant has advanced $671,423, of
which  $132,008  was  advanced  during the year then  ended.  The Local  General
Partner  represents  that  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 recorded as investment in local  partnerships  and
have  been  offset  by  additional   equity  in  loss  of  investment  in  local
partnerships in the accompanying financial statements.  The Compliance Period in
connection with South Drexel expired on December 31, 2004.

                                       10
<PAGE>

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

Cobbet Hill Associates Limited  Partnership  ("Cobbet") was originally  financed
with  a  first   mortgage  with  mandatory   monthly   payment  terms  with  the
Massachusetts  Housing  Finance Agency  ("MHFA") and a second mortgage with MHFA
under the State Housing  Assistance  for Rental  Production  Program (the "SHARP
Operating  Loan")  whereby  proceeds  would be advanced  monthly as an operating
subsidy (the  "Operating  Subsidy  Payments").  The terms of the SHARP Operating
Loan called for  declining  Operating  Subsidy  Payments over its term (not more
than 15 years).  However,  due to the economic condition of the Northeast region
in the early  1990's,  MHFA  instituted  an  operating  deficit loan (the "ODL")
program that  supplemented  the  scheduled  reduction in the  Operating  Subsidy
Payments.  Effective  October 1, 1997, MHFA announced its intention to eliminate
the ODL  program,  such that Cobbet no longer  receives the ODL,  without  which
Cobbet is unable to make the full mandatory  debt service  payments on its first
mortgage.  MHFA issued a formal  notice of default dated  February 2, 2004.  The
Local  General  Partners  are  currently  negotiating  with MHFA to transfer the
ownership  of the  Property to the  unaffiliated  management  agent,  which will
redevelop and  recapitalize  the Property.  Registrant  does not believe that it
will  receive  any  proceeds  from such a  transfer.  Since the date MHFA ceased
funding  the  ODL  through  December  31,  2004,  Cobbet  has  accumulated  over
$3,000,000 of arrearages and other charges.  Registrant had provided  collateral
for a standby  letter of credit in the amount of $242,829  issued in  connection
with Cobbet under the terms of the  financing  documents  whereby the lender had
required security for future operating  deficits,  if any, of Cobbet. The letter
of credit was secured by  investments  in bonds of Registrant  of  approximately
$244,000.  The lender  drew on the  letter of credit in full in June  2004.  The
$242,829 has been  recorded as  investment  in local  partnerships  and has been
offset by additional  equity in loss of investment in local  partnerships in the
accompanying  financial statements.  Registrant's  investment balance in Cobbet,
after  cumulative  equity  losses,  became  zero during the year ended March 30,
1994.  The Compliance  Period in connection  with Cobbet expired on December 31,
2003.

The  terms of the  partnership  agreement  of  Hilltop  North  Associates,  L.P.
("Hilltop")  require the Local General Partner to cause the management  agent to
defer property  management  fees in order to avoid a default under the mortgage.
Hilltop  incurred an operating  deficit of  approximately  $265,000 for the year
ended  December  31,  2004,   which  includes   property   management   fees  of
approximately  $57,000.  The Local General Partner reports that the mortgage and
replacement  reserve  deposits  are  ten  months  in  arrears  as of  June  2005
(approximately  $329,000) and that the Property has been  virtually  100% vacant
since April 2005.  Registrant's  investment balance in Hilltop, after cumulative
equity losses,  became zero during the year ended March 30, 1999. The Compliance
Period in connection with Hilltop expired on December 31, 2002.

Dunbar  Limited  Partnership  ("Dunbar") and Dunbar  Limited  Partnership  No. 2
("Dunbar 2") (collectively the "Dunbars"),  which Local Partnerships have common
general  partner  interests  and each of  which  restructured  their  respective
mortgage and housing  assistance  contracts  under the mark to market program in
2001,  incurred  operating  deficits  for the year ended  December  31,  2004 of
approximately  $135,000  and  approximately  $89,000,  respectively.  The  Local
General Partner reports that during the process of the Dunbars' debt and subsidy
restructuring,   certain   operating   expenses  were  not   considered  in  the
underwriting budgets of the Properties when the Mandatory Debt Service and rents
were  restructured and represents that payments on the mortgages and real estate
taxes are  current.  Registrant's  investment  balances  in Dunbar and Dunbar 2,
after  cumulative  equity  losses,  became zero during the years ended March 30,
1998 and  1997,  respectively.  The  Compliance  Period in  connection  with the
Dunbars expired on December 31, 2003.

The terms of the partnership agreement of Federal Apartments Limited Partnership
("Federal")  require the Local General Partner to cause the property  management
agent to defer  property  management  fees in order to avoid a default under the
mortgage.  Federal reported an operating  deficit of approximately  $145,000 for
the year ended December 31, 2004,  which includes  property  management  fees of
approximately $80,000. The Local General Partner represents that payments on the
mortgage and real estate taxes are current.  In February 2005, Federal underwent
a mark-to-market  restructuring under applicable HUD guidelines  resulting in an
annual decrease in mandatory debt service of approximately  $290,000.  The Local
General Partner has made cumulative  operating  advances to Federal in excess of
$2,000,000,as of December 31, 2004.  Registrant's investment balance in Federal,
after  cumulative  equity  losses,  became  zero during the year ended March 30,
1997. The Compliance  Period in connection  with Federal expired on December 31,
2003.

Blue Hill sold its  underlying  Property on August 31, 2004, in connection  with
which Blue Hill recognized a gain of $2,123,056 and Registrant received proceeds
of  $1,001,903.  In  connection  with the sale,  Registrant  recorded  a gain of
$916,094  for the year  ended  March  30,  2005.  In the event  that  additional
proceeds are distributed to Registrant in connection  with the final  settlement
of the sale of Blue Hill,  additional  gain will be recorded  at such time.  The
Compliance Period in connection with Blue Hill expired on December 31, 2003.

                                       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.

Contractual Obligations

As of March 30,  2005,  Registrant  has the  following  contractual  obligations
(payments due by period):

<TABLE>
<CAPTION>

                                 Total       < 1 year      1 - 3 years   3 - 5 years   > 5 years
                                 -----       --------      -----------   -----------   ---------
<S>                            <C>           <C>           <C>           <C>           <C>
Other Liabilities:
Payable to General Partner
 and Affiliates (1)            $ 79,010      $ 79,010      $     --      $     --      $    --
                               ========      ========      ========      ========      =======

</TABLE>

(1)   Such amounts are current liabilities.

Off - Balance Sheet Arrangements

None

Recent Accounting Pronouncements

As of March 31, 2004 Registrant  adopted  Financial  Accounting  Standards Board
Interpretation No. 46 - Revised ("FIN 46R"), "Consolidation of Variable Interest
Entities."  FIN 46R  provides  guidance  on when an entity  should  include  the
assets, liabilities, and activities of a variable interest entity ("VIE") in its
financial   statements  and  when  it  should  disclose  information  about  its
relationship  with a VIE. A VIE is considered a legal  structure used to conduct
activities or hold assets,  which must be consolidated by an entity if it is the
primary  beneficiary  because  it absorbs  the  majority  of the VIE's  expected
losses, the majority of the expected residual returns, or both.

Based on the guidance of FIN 46R,  the Local  Partnerships  in which  Registrant
invested meet the definition of a VIE. However,  Registrant does not consolidate
the  accounts and  activities  of the Local  Partnerships  under FIN 46R because
Registrant  is not  considered  the primary  beneficiary.  Registrant  currently
records the amount of its  investment in local  partnerships  as an asset in the
balance sheets,  recognizes its share of income or loss from such investments in
the statements of operations,  discloses how it accounts for such investments in
the financial  statements and presents the Local Partnerships'  combined balance
sheets and statements of operations in the notes to the financial statements.

Registrant's  balance  in  investment  in local  partnerships,  plus the risk of
recapture of tax credits previously recognized on these investments,  represents
its  limited  partners'  maximum  exposure  to loss.  Such  exposure  to loss is
mitigated  by  the  condition  and  financial   performance  of  the  underlying
Properties, the financial capacity and managerial expertise of the Local General
Partners and their  guarantees  against  Low-income Tax Credit recapture and the
expiration  of the  Ten  Year  Credit  Periods  and  Compliance  Periods  of the
Properties.

                                       12
<PAGE>

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

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.  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
            does not 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.   A  loss  in  value  of  an  investment  in  a  Local
            Partnership  other than a temporary  decline would be recorded as an
            impairment loss.  Impairment is measured by comparing the investment
            carrying  amount to the sum of the total amount of the remaining tax
            credits to be allocated to  Registrant  and the  estimated  residual
            value of the investment.

      o     Registrant  does not  consolidate the accounts and activities of the
            Local Partnerships, which are considered VIEs under FIN 46R, because
            Registrant is not considered the primary beneficiary.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds 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 and the  associated  bond rating.
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
pay for its operating  expenses and/or 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.

                                       13
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

Item 8. Financial Statements and Supplementary Data

                                Table of Contents
                                                                          Page

Report of Independent Registered Public Accounting Firm.....................15

Balance Sheets..............................................................16

Statements of Operations....................................................17

Statements of Changes in Partners' Equity (Deficit).........................18

Statements of Cash Flows....................................................19

Notes to Financial Statements...............................................21


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.


                                       14
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2005 and 2004,  and the related  statements  of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 2005.  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.  For the
year ended March 30, 2005, we did not audit the financial  statements of certain
investee  partnerships  which  investments  represent  $0 of  total  assets  and
$242,829  of total  losses as of and for the year ended  March 30,  2005.  Those
statements  were audited by other  auditors whose reports have been furnished to
us, and our opinion,  insofar as it relates to those investee  partnerships,  is
based solely on the reports of the other auditors.

      We conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements are free of material  misstatement.  The  Partnership  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its  internal  control over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for  the  purpose  of  expressing  an  opinion  on  the   effectiveness  of  the
Partnership's internal control over financial reporting. Accordingly, we express
no  such  opinion.  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, and the reports of the other auditors,
provide a reasonable basis for our opinion.

      In our opinion, based on our audits and the rports of the other auditors,
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, 2005 and 2004, 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,  2005,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.


/s/ Reznick Group, P.C.

Bethesda, Maryland
July 15, 2005

                                       15
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 2005 AND 2004
<TABLE>
<CAPTION>

                                                  Notes         2005          2004
                                                  -----         ----          ----
ASSETS
<S>                                                <C>     <C>            <C>
Cash and cash equivalents                          3,9     $   724,308    $    76,527
Marketable equity security                         4,9         147,286         45,876
Prepaid expenses                                                                3,960
Investments in bonds                             4,5,8,9       123,135        651,218
Investment in local partnerships                   5,8         444,113        693,644
Interest receivable                                 9              684          5,097
                                                           -----------    -----------

                                                           $ 1,443,486    $ 1,472,362
                                                           ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                      $    60,263    $    92,142
Payable to general partner and affiliates          6,8          79,010         78,969
                                                           -----------    -----------

                                                               139,273        171,111
                                                           -----------    -----------

Commitments and contingencies                      5,8

Partners' equity (deficit)                         2,4

   General partner                                            (353,860)      (353,127)
   Limited partners (41,286 units of
     limited partnership interest
     outstanding)                                            1,537,871      1,610,443
   Accumulated other comprehensive income, net                 120,202         43,935
                                                           -----------    -----------

                                                             1,304,213      1,301,251
                                                           -----------    -----------

                                                           $ 1,443,486    $ 1,472,362
                                                           ===========    ===========
</TABLE>

                       See Notes to Financial Statements.

                                       16
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 2005, 2004 AND 2003

<TABLE>
<CAPTION>


                                                                Notes      2005           2004           2003
                                                                -----      ----           ----           ----
REVENUE
<S>                                                                    <C>            <C>            <C>
Interest                                                               $    29,592    $    67,103    $    77,249

Other income from local partnerships                                         7,500         22,500         23,750
                                                                       -----------    -----------    -----------

TOTAL REVENUE                                                               37,092         89,603        100,999
                                                                       -----------    -----------    -----------

EXPENSES

Administration fees - affiliate                                   6,8      183,723        183,723        183,723
Management fee - affiliate                                        6,8      175,466        175,466        175,466
Professional fees                                                           73,775         85,742         57,472
State of New Jersey filing fees                                             26,741         47,142         75,000
Printing, postage and other                                                 39,334         23,404         25,595
                                                                       -----------    -----------    -----------

TOTAL EXPENSES                                                             499,039        515,477        517,256
                                                                       -----------    -----------    -----------

                                                                          (461,947)      (425,874)      (416,257)

Loss on conversion of bond to marketable equity
   security                                                                                              (66,150)

Equity in loss of investment in local partnerships                 5      (527,452)      (600,150)      (143,793)
                                                                       -----------    -----------    -----------

Loss prior to gain on sale of local partnership
   property                                                               (989,399)    (1,092,174)      (560,050)

Gain on sale of local partnership property                                 916,094
                                                                       -----------    -----------    -----------
NET LOSS                                                                   (73,305)    (1,092,174)      (560,050)

Other comprehensive income (loss), net                             4        76,267         53,059        (21,224)
                                                                       -----------    -----------    -----------

COMPREHENSIVE INCOME (LOSS)                                            $     2,962    $(1,039,115)   $  (581,274)
   =======                                                             ===========    ===========    ===========

NET LOSS ATTRIBUTABLE TO                                           2

     General partner                                                   $      (733)   $   (10,922)   $    (5,601)
     Limited partners                                                      (72,572)    (1,081,252)      (554,449)
                                                                       -----------    -----------    -----------

                                                                       $   (73,305)   $(1,092,174)   $  (560,050)
   =======                                                             ===========    ===========    ===========

NET LOSS per unit of limited partnership interest
   (41,286 units of limited partnership interest)                      $     (1.76)   $    (26.19)   $    (13.43)
                                                                       ===========    ===========    ===========

</TABLE>

                       See Notes to Financial Statements.

                                       17
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                                             Other
                                                                          Comprehensive
                                               General       Limited         Income
                                               Partner       Partners      (Loss), Net       Total
                                               -------       --------      -----------       -----
<S>                                          <C>            <C>            <C>            <C>
Partners' equity (deficit), March 30, 2002   $  (336,604)   $ 3,246,144    $    12,100    $ 2,921,640

Net loss                                          (5,601)      (554,449)             ~       (560,050)

Other comprehensive loss, net                          ~              ~        (21,224)       (21,224)
                                             -----------    -----------    -----------    -----------

Partners' equity (deficit), March 30, 2003      (342,205)     2,691,695         (9,124)     2,340,366

Net loss                                         (10,922)    (1,081,252)    (1,092,174)

Other comprehensive income, net                        ~              ~         53,059         53,059
                                             -----------    -----------    -----------    -----------

Partners' equity (deficit), March 30, 2004      (353,127)     1,610,443         43,935      1,301,251

Net loss                                            (733)       (72,572)       (73,305)

Other comprehensive income, net                        ~              ~         76,267         76,267
                                             -----------    -----------    -----------    -----------

Partners' equity (deficit), March 30, 2005   $  (353,860)   $ 1,537,871    $   120,202    $ 1,304,213
                                             ===========    ===========    ===========    ===========

</TABLE>

                       See Notes to Financial Statements.

                                       18
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 2005, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                           2005           2004           2003
                                                                           ----           ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>            <C>            <C>
Interest received                                                      $    16,695    $    67,248    $   100,398
Cash paid for
     administration fees                                                  (183,682)      (183,764)      (183,718)
     management fee                                                       (175,466)      (175,460)      (175,466)
     professional fees                                                     (75,369)       (77,149)       (57,472)
     State of New Jersey filing fee                                        (60,986)       (91,857)
     printing, postage and other expenses                                  (39,334)       (22,403)       (30,884)
                                                                       -----------    -----------    -----------

Net cash used in operating activities                                     (518,142)      (483,385)      (347,142)
                                                                       -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                  18,607         25,000        153,853
Proceeds in connection with sale of local partnership property           1,001,903
Advances to local partnerships                                            (374,837)      (114,149)       (57,356)
Investments in bonds (includes accrued interest of $0, $0 and $198)       (486,983)      (249,573)
Maturities/redemptions and sales of bonds                                  520,250      1,023,585        389,000
                                                                       -----------    -----------    -----------

Net cash provided by investing activities                                1,165,923        447,453        235,924
                                                                       -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents                       647,781        (35,932)      (111,218)

Cash and cash equivalents at beginning of year                              76,527        112,459        223,677
                                                                       -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                               $   724,308    $    76,527    $   112,459
                                                                       ===========    ===========    ===========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds and marketable equity
     security, net                                                     $    76,267    $    53,059    $   (21,224)
                                                                       ===========    ===========    ===========

</TABLE>

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

                       See Notes to Financial Statements.

                                       19
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                          2005            2004           2003
                                                                          ----            ----           ----
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
<S>                                                                    <C>            <C>            <C>
Net loss                                                               $   (73,305)   $(1,092,174)   $  (560,050)

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

   Equity in loss of investment in local partnerships                      527,452        600,150        143,793
   Gain on sale of local partnership property                             (916,094)
   Gain on redemptions and sales of bonds                                   (9,984)       (11,707)
   Increase in prepaid expenses                                             (3,960)
   Loss on conversion of bond to marketable equity security                 66,150
   Distributions from local partnerships classified as other
     income                                                                 (7,500)       (22,500)       (23,750)
   Amortization of net premium on investments in bonds                       2,722          4,788         23,943
   Accretion of zero coupon bonds                                          (10,048)       (17,545)       (16,279)
   Decrease in interest receivable                                           4,413         24,609         15,485
   Increase (decrease) in accounts payable and accrued expenses            (31,879)       (35,121)        69,711
   Increase (decrease) in payable to general partner and affiliates             41            (35)             5
                                                                       -----------    -----------    -----------

NET CASH USED IN OPERATING ACTIVITIES                                  $  (518,142)   $  (483,385)   $  (347,142)
                                                                       ===========    ===========    ===========

</TABLE>

                       See Notes to Financial Statements.

                                       20
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 2005, 2004 AND 2003


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.  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.  A loss in value of an
investment  in a Local  Partnership  other  than a  temporary  decline  would be
recorded  as an  impairment  loss.  Impairment  is  measured  by  comparing  the
investment  carrying  amount to the sum of the total amount of the remaining tax
credits to be allocated to the Partnership  and the estimated  residual value of
the investment.

The  Partnership  does not  consolidate the accounts and activities of the Local
Partnerships,  which are considered  Variable  Interest Entities (see discussion
below under Recent  Accounting  Pronouncements),  because the Partnership is not
considered the primary beneficiary.

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.

                                       21
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


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 and Marketable Equity Security

Investments  in  bonds  and  marketable   equity   security  are  classified  as
available-for-sale;  the  Partnership  intends to hold such  investments  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 and  marketable
equity  security 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 effective yield 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 redemptions or sales
of investments in bonds are included in, or offset against,  interest revenue on
the basis of the adjusted cost of each specific investment redeemed or sold.

Income Taxes

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

Reclassifications

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

Recent Accounting Pronouncements

As of March 31, 2004 the  Partnership  adopted  Financial  Accounting  Standards
Board  Interpretation  No. 46 - Revised ("FIN 46R"),  "Consolidation of Variable
Interest  Entities." FIN 46R provides  guidance on when an entity should include
the assets, liabilities, and activities of a variable interest entity ("VIE") in
its  financial  statements  and when it should  disclose  information  about its
relationship  with a VIE. A VIE is considered a legal  structure used to conduct
activities or hold assets,  which must be consolidated by an entity if it is the
primary  beneficiary  because  it absorbs  the  majority  of the VIE's  expected
losses, the majority of the expected residual returns, or both.

Based  on the  guidance  of  FIN  46R,  the  Local  Partnerships  in  which  the
Partnership invested meet the definition of a VIE. However, the Partnership does
not consolidate the accounts and activities of the Local  Partnerships under FIN
46R because the  Partnership  is not  considered  the primary  beneficiary.  The
Partnership currently records the amount of its investment in local partnerships
as an asset in the balance  sheets,  recognizes its share of income or loss from
such investments in the statements of operations,  discloses how it accounts for
such   investments   in  the  financial   statements   and  presents  the  Local
Partnerships'  combined balance sheets and statements of operations in the notes
to the financial statements.

The Partnership's balance in investment in local partnerships,  plus the risk of
recapture of tax credits previously recognized on these investments,  represents
its  limited  partners'  maximum  exposure  to loss.  Such  exposure  to loss is
mitigated  by  the  condition  and  financial   performance  of  the  underlying
Properties, the financial capacity and managerial expertise of the Local General
Partners and their  guarantees  against  Low-income Tax Credit recapture and the
expiration  of the  ten  year  credit  periods  and  compliance  periods  of the
Properties (see Note 5).

                                       22
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


2. Capital Contributions

On May 11, 1988, the  Partnership  commenced the offering of units (the "Units")
through  Merrill  Lynch,  Pierce,  Fenner  & Smith  Incorporated  (the  "Selling
Agent").  On August  19,  1988 and  November  15,  1988,  under the terms of the
Amended and Restated  Agreement of Limited  Partnership of the Partnership  (the
"Partnership  Agreement"),  the General Partner admitted limited partners to the
Partnership in two closings.  At these  closings,  subscriptions  for a total of
41,286 Units representing $41,286,000 in limited partners' capital contributions
were  accepted.  In  connection  with the  offering  of Units,  the  Partnership
incurred  organization  and offering costs of  $4,781,252,  of which $75,000 was
capitalized  as  organization  costs and  $4,706,252  was charged to the limited
partners'  equity as  syndication  costs.  The  Partnership  received  a capital
contribution of $100 from the General Partner.

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


3. Cash and Cash Equivalents

As of March 30, 2005, the Partnership has $724,308 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 and Marketable Equity Security

As of March 30, 2005, certain  information  concerning  investments in bonds and
marketable equity security is as follows:

<TABLE>
<CAPTION>
                                                  Gross       Gross
                                     Amortized  unrealized  unrealized   Estimated
Description and maturity               cost       gains       losses     fair value
------------------------               ----       -----       ------     ----------
<S>                                  <C>         <C>         <C>          <C>
Corporate debt securities
   Within one year                   $  1,017    $     26    $     --     $  1,043
  After one year through
   five years                          21,482         698          --       22,180
                                     --------    --------    --------     --------

                                       22,499         724          --       23,223
                                     --------    --------    --------     --------

U.S. government and agency
   securities
  After one year through five years    97,870       2,042          --       99,912
                                     --------    --------    --------     --------

                                     $120,369    $  2,766    $     --     $123,135
                                     ========    ========    ========     ========

Marketable equity security           $ 29,850    $117,436    $     --     $147,286
                                     ========    ========    ========     ========

</TABLE>

                                       23
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


4. Investments in Bonds and Marketable Equity Security (continued)

As of March 30, 2004, certain  information  concerning  investments in bonds and
marketable equity security is as follows:

<TABLE>
<CAPTION>

                                                          Gross          Gross
                                          Amortized    unrealized      unrealized     Estimated
Description and maturity                    cost          gains          losses       fair value
------------------------                    ----          -----          ------       ----------
<S>                                       <C>           <C>            <C>            <C>
Corporate debt securities
  Within one year                         $  89,002     $   2,819      $      --      $  91,821
  After one year through five years          25,546         2,742            (47)        28,241
                                          ---------     ---------      ---------      ---------

                                            114,548         5,561            (47)       120,062
                                          ---------     ---------      ---------      ---------

U.S. Treasury debt securities
  Within one year                           244,251            --           (378)       243,873
                                          ---------     ---------      ---------      ---------

U.S. government and agency securities
  After one year through five years         264,510        22,773             --        287,283
                                          ---------     ---------      ---------      ---------

                                          $ 623,309     $  28,334      $    (425)     $ 651,218
                                          =========     =========      =========      =========

Marketable equity security                $  29,850     $  16,026      $      --      $  45,876
                                          =========     =========      =========      =========
</TABLE>

5. Investment in Local Partnerships

As of March 30, 2005, the Partnership owns a limited partnership interest in the
following Local Partnerships:

1.    4611 South Drexel Limited Partnership ("South Drexel")*;
2.    Blue Hill Associates Limited Partnership ("Blue Hill");
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.

                                       24
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003

5. Investment in Local Partnerships (continued)

Although the Partnership generally owns a 98.9%-99% limited partnership interest
in the Local Partnerships, the Partnership and American Tax Credit Properties II
L.P.  ("ATCP  II"),  a Delaware  limited  partnership  and an  affiliate  of the
Partnership, together, in the aggregate, 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 $35,630,751,  which includes
advances to certain  Local  Partnerships.  As of December  31,  2004,  the Local
Partnerships  have  outstanding  mortgage loans payable  totaling  approximately
$64,966,000 and accrued  interest  payable on such loans totaling  approximately
$8,482,000, 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
$4,385,221,  $3,583,130  and  $3,956,247  for the years ended December 31, 2004,
2003  and  2002,  respectively,  as  reflected  in the  combined  statements  of
operations of the Local Partnerships reflected herein Note 5.

The combined  balance sheets of the Local  Partnerships  as of December 31, 2004
and 2003 and the combined statements of operations of the Local Partnerships for
the years ended  December 31, 2004,  2003 and 2002 are reflected on pages 26 and
27, respectively.

                                       25
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


5. Investment in Local Partnerships (continued)

The combined  balance sheets of the Local  Partnerships  as of December 31, 2004
and 2003 are as follows:

<TABLE>
<CAPTION>
                                                                     2004             2003
                                                                     ----             ----
ASSETS
<S>                                                             <C>             <C>
Cash and cash equivalents                                       $  1,657,083    $  1,070,668
Rents receivable                                                     225,796         239,201
Escrow deposits and reserves                                       2,765,158       3,044,006
Land                                                               3,738,736       3,850,061
Buildings and improvements (net of
  accumulated depreciation of $54,404,223 and $56,056,615)        43,943,944      53,115,262
Intangible assets (net of accumulated amortization
of $727,211 and $897,456)                                          1,249,973       1,553,094
Other assets                                                       1,136,876         876,877
                                                                ------------    ------------

                                                                $ 54,717,566    $ 63,749,169
                                                                ============    ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                         $  1,334,249    $  1,393,893
  Due to related parties                                           6,180,381       6,236,425
  Mortgage loans                                                  64,965,862      72,005,181
  Notes payable                                                      929,066         927,021
  Accrued interest                                                 8,482,445       6,781,074
  Other liabilities                                                  370,402         562,453
                                                                ------------    ------------

                                                                  82,262,405      87,906,047
                                                                ------------    ------------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
     Capital contributions, net of distributions                  33,548,880      34,059,163
     Cumulative loss                                             (30,876,605)    (32,450,979)
                                                                ------------    ------------

                                                                   2,672,275       1,608,184
                                                                ------------    ------------
  General partners and other limited partners
     Capital contributions, net of distributions                     599,712         599,824
     Cumulative loss                                             (30,816,826)    (26,364,886)
                                                                ------------    ------------

                                                                 (30,217,114)    (25,765,062)
                                                                ------------    ------------

                                                                 (27,544,839)    (24,156,878)
                                                                ------------    ------------

                                                                $ 54,717,566    $ 63,749,169
                                                                ============    ============
</TABLE>

                                       26
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


5. Investment in Local Partnerships (continued)

The combined  statements of operations of the Local  Partnerships  for the years
ended December 31, 2004, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>

                                                     2004            2003            2002
                                                     ----            ----            ----
REVENUE
<S>                                              <C>             <C>             <C>
Rental                                           $ 14,353,563    $ 15,327,981    $ 15,085,171
Interest and other                                    398,937         705,336         320,900
                                                 ------------    ------------    ------------

TOTAL REVENUE                                      14,752,500      16,033,317      15,406,071
                                                 ------------    ------------    ------------

EXPENSES

Administrative                                      2,914,943       3,133,755       3,162,105
Utilities                                           1,521,566       1,636,803       1,504,982
Operating and maintenance                           3,939,366       4,384,324       3,808,826
Taxes and insurance                                 1,554,534       1,368,401       1,469,905
Financial                                           5,954,816       5,796,716       5,701,385
Depreciation and amortization                       3,867,897       3,995,651       3,956,029
                                                 ------------    ------------    ------------

TOTAL EXPENSES                                     19,753,122      20,315,650      19,603,232
                                                 ------------    ------------    ------------
Loss from operations before gain on sale of
   property                                        (5,000,622)     (4,282,333)     (4,197,161)

Gain on sale of property                            2,123,056
                                                 ------------    ------------    ------------

NET EARNINGS (LOSS)                              $ (2,877,566)   $ (4,282,333)   $ (4,197,161)
                                                 ============    ============    ============


NET EARNINGS (LOSS) ATTRIBUTABLE TO

   American Tax Credit Properties L.P.*          $  1,574,374    $   (600,150)   $   (143,793)
   General partners and other limited
     partners, which includes Partnership loss
     in excess of investment of $4,385,221,
     $3,583,130 and $3,956,247                     (4,451,940)     (3,682,183)     (4,053,368)
                                                 ------------    ------------    ------------

                                                 $ (2,877,566)   $ (4,282,333)   $ (4,197,161)
                                                 ============    ============    ============
</TABLE>

*2004  amount  includes  an  allocation  on the  gain  on sale  of  property  of
$2,101,825.  The net loss allocation from operations for the year ended December
31, 2004 is $(527,452).

                                       27
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003

5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year ended
March 30, 2005 is as follows:

<TABLE>
<CAPTION>
                                                               Investments           Partnership's
                                    Investment in Local      during the year       equity in income     Gain on sale of local
                                    Partnership balance          ended             (loss) for the       partnership property
                                      as of March 30,          March 30,               year ended       during the year ended
Name of Local Partnership                  2004                   2005             December 31, 2004       March 30, 2005
-------------------------                  ----                   ----             -----------------       --------------
<S>                                   <C>                    <C>                    <C>                    <C>
4611 South Drexel Limited
  Partnership                         $            --        $       132,008        $      (132,008)(2)    $            --
Blue Hill Housing Limited
  Partnership                                 323,753                     --               (237,944)               916,094
Cityside Apartments, L.P.                          --                     --                     -- (1)                 --
Cobbet Hill Associates Limited
  Partnership                                      --                242,829               (242,829)(2)                 --
Dunbar Limited Partnership                         --                     --                     -- (1)                 --
Dunbar Limited Partnership No. 2                   --                     --                     -- (1)                 --
Federal Apartments Limited
  Partnership                                      --                     --                     -- (1)                 --
Golden Gates Associates                            --                     --                     -- (1)                 --
Grove Park Housing, A California
  Limited Partnership                              --                     --                     -- (1)                 --
Gulf Shores Apartments Ltd.                        --                     --                     -- (1)                 --
Hilltop North Associates, A
  Virginia Limited Partnership                     --                     --                     -- (1)                 --
Madison-Bellefield Associates                 369,891                     --                 85,329                     --
Pine Hill Estates Limited
  Partnership                                      --                     --                     -- (1)                 --
Santa Juanita Limited Dividend
  Partnership L.P.                                 --                     --                     -- (1)                 --
Vista del Mar Limited Dividend
  Partnership L.P.                                 --                     --                     -- (1)                 --
Winnsboro Homes Limited Partnership
                                                   --                     --                     -- (1)                 --
                                      ---------------        ---------------        ---------------        ---------------

                                      $       693,644        $       374,837        $      (527,452)       $       916,094
                                      ===============        ===============        ===============        ===============

<CAPTION>
(TABLE CONTINUED)

                                           Cash
                                       distributions         Investment in
                                         received           Local Partnership
                                        during the           balance as of
                                        year ended             March 30,
Name of Local Partnership            March 30, 2005 (3)           2005
-------------------------            ------------------           ----
<S>                                   <C>                    <C>
4611 South Drexel Limited
  Partnership                         $            --        $            --
Blue Hill Housing Limited
  Partnership                              (1,001,903)                    --
Cityside Apartments, L.P.                          --                     --
Cobbet Hill Associates Limited
  Partnership                                      --                     --
Dunbar Limited Partnership                         --                     --
Dunbar Limited Partnership No. 2                   --                     --
Federal Apartments Limited
  Partnership                                      --                     --
Golden Gates Associates                            --                     --
Grove Park Housing, A California
  Limited Partnership                              --                     --
Gulf Shores Apartments Ltd.                        --                     --
Hilltop North Associates, A
  Virginia Limited Partnership                     --                     --
Madison-Bellefield Associates                 (11,107)               444,113
Pine Hill Estates Limited
  Partnership                                      --                     --
Santa Juanita Limited Dividend
  Partnership L.P.                                 --                     --
Vista del Mar Limited Dividend
  Partnership L.P.                                 --                     --
Winnsboro Homes Limited Partnership
                                                   --                     --
                                      ---------------        ---------------

                                      $    (1,013,010)       $       444,113
                                      ===============        ===============
</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 total excludes $7,500 of  distributions  received  classified as other
      income from local partnerships.

                                       28
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


5. Investment in Local Partnerships (continued)

Investment  activity with respect to each Local  Partnership  for the year ended
March 30, 2004 is as follows:

<TABLE>
<CAPTION>
                                                                                                  Cash
                                                                                              distributions
                                                              Partnership's       Cash         classified
                             Investment       Investments      equity in      distributions     as other     Investment in
                              in Local        during the        loss for        received         income          Local
                             Partnership         year           the year       during the      during the     Partnership
                             balance as          ended           ended         year ended      year ended    balance as of
                             of March 30,      March 30,        December        March 30,       March 30,      March 30,
Name of Local Partnership       2003             2004           31, 2003          2004            2004           2004
-------------------------       ----             ----           --------          ----            ----           ----
<S>                          <C>              <C>              <C>             <C>             <C>             <C>
4611 South Drexel Limited
 Partnership                 $        --      $   114,149      $  (114,149 (2) $       --      $        --     $       --
Blue Hill Housing Limited
 Partnership                     795,669               --         (471,916)             --              --        323,753
Cityside Apartments, L.P.             --               --               -- (1)          --              --             --
Cobbet Hill Associates
 Limited Partnership                  --               --               -- (1)          --              --             --
Dunbar Limited Partnership            --               --               -- (1)          --              --             --
Dunbar Limited Partnership
 No. 2                                --               --               -- (1)          --              --             --
Federal Apartments Limited
 Partnership                          --               --               -- (1)      (2,500)          2,500             --
Golden Gates Associates               --               --               -- (1)      (5,000)          5,000             --
Grove Park Housing, A
 California Limited                                                     -- (1)
 Partnership                          --               --                               --              --             --
Gulf Shores Apartments Ltd.           --               --               -- (1)          --              --             --
Hilltop North Associates,
 A Virginia Limited
 Partnership                          --               --               -- (1)      (2,500)          2,500             --
Madison-Bellefield
 Associates                      386,476               --          (14,085)         (2,500)             --        369,891
Pine Hill Estates Limited
 Partnership                          --               --               -- (1)     (10,000)         10,000             --
Santa Juanita Limited
 Dividend Partnership L.P.            --               --               -- (1)          --              --             --
Vista del Mar Limited
 Dividend Partnership L.P.            --               --               -- (1)          --              --             --
Winnsboro Homes Limited
 Partnership                          --               --               -- (1)      (2,500)          2,500             --
                             -----------      -----------      -----------     -----------     -----------    -----------

                             $ 1,182,145      $   114,149      $  (600,150)    $   (25,000)    $    22,500    $   693,644
                             ===========      ===========      ===========     ===========     ===========    ===========

</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.

                                       29
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


5. Investment in Local Partnerships (continued)

Property  information  for each Local  Partnership as of December 31, 2004 is as
follows:

<TABLE>
<CAPTION>
                                                               Mortgage                        Buildings and     Accumulated
Name of Local Partnership                                    loans payable        Land         improvements      depreciation
-------------------------                                    -------------        ----         ------------      ------------
<S>                                                          <C>              <C>              <C>               <C>
4611 South Drexel Limited Partnership                        $  1,252,225     $     64,408     $  1,869,153      $   (963,676)
Blue Hill Housing Limited Partnership                                  --               --               --                --
Cityside Apartments, L.P.                                       7,119,462          131,591       13,786,099        (7,693,241)
Cobbet Hill Associates Limited Partnership                     13,478,452          504,683       16,860,144        (9,638,938)
Dunbar Limited Partnership                                      4,918,382          117,126        6,703,482        (3,450,709)
Dunbar Limited Partnership No. 2                                5,248,223          131,920        7,192,670        (3,892,211)
Federal Apartments Limited Partnership                          4,639,955          279,750        8,609,269        (4,989,788)
Golden Gates Associates                                         4,457,721           29,585        5,821,145        (3,455,306)
Grove Park Housing, A California Limited Partnership            6,616,415          956,952        7,676,667        (4,219,168)
Gulf Shores Apartments Ltd.                                     1,461,222          172,800        1,784,516        (1,043,424)
Hilltop North Associates, A Virginia Limited Partnership        3,051,805          240,514        5,139,385        (2,309,081)
Madison-Bellefield Associates                                   2,849,038          245,000        6,048,244        (3,407,011)
Pine Hill Estates Limited Partnership                           2,273,376           40,000        3,921,634        (2,232,502)
Santa Juanita Limited Dividend Partnership L.P.                 1,399,015          228,718        2,457,402        (1,298,650)
Vista del Mar Limited Dividend Partnership L.P.                 4,982,614          565,689        8,650,683        (4,797,697)
Winnsboro Homes Limited Partnership                             1,217,957           30,000        1,827,674        (1,012,821)
                                                             ------------     ------------     ------------      ------------
                                                             $ 64,965,862     $  3,738,736     $ 98,348,167      $(54,404,223)
                                                             ============     ============     ============      ============
</TABLE>

Property  information  for each Local  Partnership as of December 31, 2003 is as
follows:

<TABLE>
<CAPTION>
                                                                Mortgage                         Buildings and      Accumulated
Name of Local Partnership                                    loans payable         Land          improvements       depreciation
-------------------------                                    -------------         ----          ------------       ------------
<S>                                                          <C>               <C>               <C>                <C>
4611 South Drexel Limited Partnership                        $   1,272,368     $      64,408     $   1,869,153      $    (894,651)
Blue Hill Housing Limited Partnership                            6,304,320           111,325        11,003,947         (5,013,000)
Cityside Apartments, L.P.                                        7,250,136           131,591        13,786,099         (7,191,317)
Cobbet Hill Associates Limited Partnership                      13,564,791           504,683        16,642,708         (9,015,284)
Dunbar Limited Partnership                                       4,922,400           117,126         6,686,533         (3,194,934)
Dunbar Limited Partnership No. 2                                 5,251,411           131,920         7,148,577         (3,620,174)
Federal Apartments Limited Partnership                           4,755,389           279,750         8,601,095         (4,666,886)
Golden Gates Associates                                          4,494,277            29,585         5,821,145         (3,248,797)
Grove Park Housing, A California Limited Partnership             6,670,694           956,952         7,676,667         (3,940,048)
Gulf Shores Apartments Ltd.                                      1,466,550           172,800         1,779,927           (978,902)
Hilltop North Associates, A Virginia Limited Partnership         3,086,203           240,514         5,070,295         (2,154,195)

Madison-Bellefield Associates                                    2,981,693           245,000         6,025,694         (3,190,363)
Pine Hill Estates Limited Partnership                            2,296,976            40,000         3,921,634         (2,086,827)
Santa Juanita Limited Dividend Partnership L.P.                  1,414,998           228,718         2,441,275         (1,209,705)
Vista del Mar Limited Dividend Partnership L.P.                  5,039,016           565,689         8,869,454         (4,705,850)
Winnsboro Homes Limited Partnership                              1,233,959            30,000         1,827,674           (945,682)
                                                             -------------     -------------     -------------      -------------
                                                             $  72,005,181     $   3,850,061     $ 109,171,877      $ (56,056,615)
                                                             =============     =============     =============      =============
</TABLE>

                                       30
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


5. Investment in Local Partnerships (continued)

The summary of property  activity  during the year ended December 31, 2004 is as
follows:
                                             Net change
                                             during the
                        Balance as of        year ended        Balance as of
                      December 31, 2003   December 31, 2004   December 31, 2004
                      -----------------   -----------------   -----------------

Land                    $   3,850,061      $    (111,325)     $   3,738,736
Buildings and
  improvements            109,171,877        (10,823,710)        98,348,167
                        -------------      -------------      -------------
                          113,021,938        (10,935,035)       102,086,903
Accumulated
  depreciation            (56,056,615)         1,652,392        (54,404,223)
                        -------------      -------------      -------------

                        $  56,965,323      $  (9,282,643)     $  47,682,680
                        =============      =============      =============

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 issued a formal  notice of default dated  February 2, 2004.  The
Local  General  Partners  are  currently  negotiating  with MHFA to transfer the
ownership  of the  Property to the  unaffiliated  management  agent,  which will
redevelop and recapitalize  the Property.  The Partnership does not believe that
it will  receive any proceeds  from such a transfer.  Since the date MHFA ceased
funding  the  ODL  through  December  31,  2004,  Cobbet  has  accumulated  over
$3,000,000  of  arrearages  and other  charges.  The  Partnership  had  provided
collateral  for a standby  letter of credit in the amount of $242,829  issued in
connection  with Cobbet under the terms of the financing  documents  whereby the
lender had required security for future operating  deficits,  if any, of Cobbet.
The letter of credit was secured by investments  in bonds of the  Partnership of
approximately  $244,000. The lender drew on the letter of credit in full in June
2004. The $242,829 has been recorded as investment in local partnerships and has
been offset by additional equity in loss of investment in local  partnerships in
the accompanying financial statements.  The Partnership's  investment balance in
Cobbet, after cumulative equity losses,  became zero during the year ended March
30, 1994.

The Local General  Partner of Hilltop  reports that the mortgage and replacement
reserve  deposits  are ten  months in  arrears  as of June  2005  (approximately
$329,000) and that the Property has been virtually 100% vacant since April 2005.
Registrant's  investment  balance in Hilltop,  after  cumulative  equity losses,
became zero during the year ended March 30, 1999.

The Partnership  advanced $132,008 and $114,149 during the years ended March 30,
2005 and 2004,  respectively,  to South Drexel to fund operating deficits, which
includes  making   necessary   capital   improvements   to  the  property.   The
Partnership's  investment  balance  in South  Drexel,  after  cumulative  equity
losses,  became zero during the year ended March 30, 1996 and  advances  made by
the Partnership have been recorded as investment in local  partnerships and have
been offset by additional equity in loss of investment in local  partnerships in
the accompanying financial statements.

Blue Hill sold its  underlying  Property on August 31, 2004, in connection  with
which Blue Hill  recognized a gain of $2,123,056  and the  Partnership  received
proceeds of $1,001,903.  In connection with the sale, the Partnership recorded a
gain of $916,094 for the year ended March 30, 2005. In the event that additional
proceeds  are  distributed  to the  Partnership  in  connection  with the  final
settlement  of the sale of Blue Hill,  additional  gain will be recorded at such
time. As a result of the sale transaction,  the Partnership's investment balance
in Blue Hill is zero as of March 30, 2005.

                                       31
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


6. Transactions with General Partner and Affiliates

For the years ended March 30, 2005, 2004 and 2003, 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>
                                             2005                      2004                      2003
                                             ----                      ----                      ----
                                       Paid       Incurred       Paid       Incurred       Paid       Incurred
                                       ----       --------       ----       --------       ----       --------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>
Management fee (see Note 8)          $175,466     $175,466     $175,460     $175,466     $175,466     $175,466

Administration fees (see Note 8)      183,682      183,723      183,764      183,723      183,718      183,723

</TABLE>


For the years ended  December 31, 2004,  2003 and 2002,  the Local  Partnerships
paid  and/or  incurred  the  following  amounts to the  General  Partner  and/or
affiliates in connection with services provided to the Local Partnerships:

<TABLE>
<CAPTION>
                                              2004                      2003                      2002
                                              ----                      ----                      ----
                                        Paid       Incurred       Paid       Incurred       Paid       Incurred
                                        ----       --------       ----       --------       ----       --------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>
Property management fees             $ 85,635     $ 86,928     $ 84,947     $ 87,173     $ 67,434     $ 60,176

Insurance premiums and other
   services                            74,943      107,682      163,996      160,726      153,507      133,596

</TABLE>


                                       32
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


7. Taxable Loss

A reconciliation of the financial  statement net loss of the Partnership for the
years  ended  March 30,  2005,  2004 and 2003 to the tax return net loss for the
years ended December 31, 2004, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                          2005           2004          2003
                                                          ----           ----          ----
<S>                                                       <C>            <C>            <C>
Financial  statement  net loss for the years ended
   March 30, 2005, 2004 and 2003                      $   (73,305)   $(1,092,174)   $  (560,050)

Add (less) net transactions occurring between
   January 1, 2002 to March 30, 2002                           --             --        (49,584)
   January 1, 2003 to March 30, 2003                           --        (70,557)        70,557
   January 1, 2004 to March 30, 2004                      (91,703)        91,703             --
   January 1, 2005 to March 30, 2005                       82,707             --             --
                                                      -----------    -----------    -----------

Adjusted financial statement net loss for the years
  ended December 31, 2004, 2003 and 2002                  (82,301)    (1,071,028)      (539,077)

Differences arising from equity in loss of
  investment in local partnerships                     (3,536,900)    (2,916,158)    (3,907,596)

Gain on sale of local partnership property                637,254             --             --

Other income from local partnerships                      (18,750)       (23,750)       (35,000)

Other differences                                         (14,589)        (9,285)           366
                                                      -----------    -----------    -----------
Tax return net loss for the years ended
  December 31, 2004, 2003 and 2002                    $(3,015,286)   $(4,020,221)   $(4,481,307)
                                                      ===========    ===========    ===========

</TABLE>

The differences  between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2004 and 2003 are as follows:

                                               2004            2003
                                               ----            ----

Investment in local
  partnerships - financial reporting      $    444,113    $    693,644
Investment in local
  partnerships - tax                       (25,549,484)    (22,006,720)
                                          ------------    ------------

                                          $ 25,993,597    $ 22,700,364
                                          ============    ============

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

                                       33
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


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,  2005.  Unpaid  Management
Fees in the amount of $43,867  are  recorded  as payable to general  partner and
affiliates  in the  accompanying  balance  sheets as of both March 30,  2005 and
2004.

In  addition,   pursuant  to  the  Partnership  Agreement,  the  Partnership  is
authorized to contract for administrative  services provided to the Partnership.
Pursuant to an agreement with the General  Partner,  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, 2005.  Such amounts are  aggregated  and  reflected  under the caption
administration  fees - affiliate in the  accompanying  statements of operations.
Unpaid  Administration Fees in the amount of $35,143 and $35,102 are included in
payable to general partner and affiliates in the accompanying  balance sheets as
of March 30, 2005 and 2004, 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.
Twelve Local Partnerships'  Section 8 contracts are currently subject to renewal
under applicable HUD guidelines.  In addition,  two Local  Partnerships  entered
into restructuring  agreements in 2001 and one did so in 2005, resulting in both
a lower rent subsidy (resulting in lower NOI) and lower mandatory debt service.

In connection with Cobbet's  financing,  the Partnership had 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 drew directly from the letter of credit in full in June 2004.

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 and Marketable Equity Security

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

                                       34
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003

9. Fair Value of Financial Instruments (continued)

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, 2005 and 2004 are disclosed elsewhere in the financial statements.


10. Quarterly Financial Information - Unaudited

The following is a summary of results of operations for each of the four
quarters for the years indicated:

<TABLE>
<CAPTION>
                                            First         Second          Third         Fourth
                                           Quarter        Quarter        Quarter        Quarter
                                           -------        -------        -------        -------
2005
----
<S>                                       <C>            <C>            <C>            <C>
Total revenue                             $  14,847      $  14,051      $   3,440      $   4,754

Expenses                                   (135,976)      (130,751)      (144,851)       (87,461)

Gain on sale of local
     partnership property                        --        873,052          5,593         37,449

Equity in income (loss) of investment
    in local partnerships                  (393,210)      (111,895)        40,635        (62,982)

Net income (loss)                          (514,339)       644,457        (95,183)      (108,240)

Net income (loss) per unit of
    limited partnership interest             (12.33)         15.45          (2.28)         (2.60)


                                                                                            2004

Total revenue                             $  19,565      $  22,334      $  25,009      $  22,695

Expenses                                   (128,068)      (127,065)      (145,946)      (114,398)

Loss on conversion of bond to
    marketable equity security              (66,150)            --             --             --

Equity in income (loss) of investment
    in local partnerships                  (317,563)         5,370         76,431       (364,388)

Net loss                                   (492,216)       (99,361)       (44,506)      (456,091)

Net loss per unit of
    limited partnership interest             (11.80)         (2.39)         (1.06)        (10.94)

</TABLE>

                                       35
<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2005, 2004 AND 2003


10. Quarterly Financial Information - Unaudited (continued)

<TABLE>
<CAPTION>
                                            First         Second          Third         Fourth
                                           Quarter        Quarter        Quarter        Quarter
                                           -------        -------        -------        -------
2003
----
<S>                                       <C>            <C>            <C>            <C>
Total revenue                             $  23,949      $  23,821      $  25,442      $  27,787

Expenses                                   (113,368)      (108,377)      (122,167)      (173,344)

Equity in income (loss) of investment
    in local partnerships                   (36,196)        47,768         59,878       (215,243)

Net loss                                   (125,615)       (36,788)       (36,847)      (360,800)

Net loss per unit of
    limited partnership interest              (3.01)          (.88)          (.89)         (8.65)

</TABLE>

                                       36
<PAGE>

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

None

Item 9A. Controls and Procedures

As of March 30, 2005,  under the  direction of the Chief  Executive  Officer and
Chief  Financial  Officer,   Registrant   evaluated  the  effectiveness  of  its
disclosure   controls  and  procedures  and  internal  controls  over  financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were  effective as of March 30, 2005,  and (ii) no changes  occurred  during the
quarter ended March 30, 2005, that materially affected, or are reasonably likely
to materially affect, such internal controls.

Item 9B. Other Information

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 director 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 K. 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 57, is the sole Director of Richman Tax. Mr.  Richman
is the Chairman and a 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 44, is the President of Richman Tax and is a stockholder
and the  President of Richman  Group.  Mr.  Salzman has been employed by Richman
Group since October 1986 and is responsible  for the  acquisition of residential
real estate for syndication for Richman Group.

Neal  Ludeke,  age 47, is a Vice  President  and  Treasurer  of Richman Tax. Mr.
Ludeke, 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 K. Dodge,  age 49, 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.

                                       37
<PAGE>

Item 10. Directors and Executive Officers of the Registrant (continued)

Registrant  is not aware of any family  relationship  between its  director  and
executive officers noted herein Item 10.

Registrant is not aware of the  involvement  in certain legal  proceedings  with
respect to the director and executive officers noted herein Item 10.

Mr. Richman,  the sole Director of Richman Tax, Mr. Ludeke and Charles Krafnick,
Assistant  Treasurer  of  Richman  Tax,  represent  the audit  committee  of the
Registrant.  Mr. Richman is deemed to be an audit committee financial expert and
is not independent of the Registrant.

The Board of  Director  of Richman  Tax has  adopted a code of ethics for senior
financial officers of the Registrant,  applicable to the Registrant's  principal
financial officer and comptroller or principal  accounting  officer,  or persons
performing similar functions.  The Registrant will provide to any person without
charge a copy of such code of ethics upon written request to the General Partner
at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention: Secretary.

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, 2005,
Richman Tax did not pay any remuneration to any of its officers or its director.


Item 12. Security Ownership of Certain Beneficial Owners and Management

An affiliate of Everest Properties,  Inc., having the mailing address 199 S. Los
Robles Avenue,  Suite 200,  Pasadena,  California  91101, is the owners of 2,820
Units, representing approximately 6.8% of all such Units. As of May 31, 2005, no
person or entity, other than an affiliate of Everest Properties, 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 loss generated by Registrant during the year ended December 31, 2004
allocated to the General Partner was $30,152.  The net tax loss generated by the
General  Partner during the year ended December 31, 2004 (from the allocation of
Registrant discussed above) and allocated to Richman Tax was $20,504.

Indebtedness of Management

No officer or director  of Richman Tax or any  affiliate  of the  foregoing  was
indebted to Registrant at any time during the year ended March 30, 2005.

Item 14. Principal Accountant Fees and Services

The audit fees for  Registrant  for the years ended March 30, 2005 and 2004 were
$46,263 and $44,596, respectively, while the tax fees for Registrant for each of
the years  ended  March  30,  2005 and 2004 were  $11,000.  The audit  committee
approved all fiscal 2005 and fiscal 2004 accounting fees.

                                       38
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)   Financial Statements, Financial Statement Schedules and Exhibits

      (1)   Financial Statements

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

      (2)   Financial Statement Schedules

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

      (3)   Exhibits

<TABLE>
<CAPTION>
                                                                                                 Incorporated by
                                          Exhibit                                                 Reference to
                                          -------                                                 ------------
<S>               <C>                                                                   <C>
3.1               Certificate of Limited 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)
</TABLE>

                                       39
<PAGE>

<TABLE>
<CAPTION>

                                                                                                 Incorporated by
                                          Exhibit                                                 Reference to
                                          -------                                                 ------------
<S>               <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)
</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Incorporated by
                                          Exhibit                                                 Reference to
                                          -------                                                 ------------
<S>               <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
                  Restated Agreement of Limited Partnership                             (File No. 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
                  Restated Agreement and Certificate of Limited Partnership             (File No. 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)
</TABLE>

                                       41
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Incorporated by
                                          Exhibit                                                 Reference to
                                          -------                                                 ------------
<S>               <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)
31.1              Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1              Section 1350 Certification of Chief Executive Officer.

32.2              Section 1350 Certification of Chief Financial Officer.

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)
</TABLE>

                                       42
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Incorporated by
                                          Exhibit                                                 Reference to
                                          -------                                                 ------------
<S>               <C>                                                                   <C>
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
                  Section 210.3-09                                                      (File No. 0-17619)

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
                  Section 210.3-09                                                      (File No. 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
                  Section 210.3-09                                                      (File No. 0-17619)

99.35             Independent Auditors' Report of Cobbet Hill Associates Limited
                  Partnership

</TABLE>

(b)   Exhibits

      See (a)(3) above.

(c)   Financial Statement Schedules

      See (a)(2) above. 43
<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:  August 11, 2005          /s/ David Salzman
        ---------------          -----------------------
                                 David Salzman
                                 Chief Executive Officer


Dated:  August 11, 2005          /s/ Neal Ludeke
        ---------------          -----------------------
                                 Neal Ludeke
                                 Chief Financial Officer

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

<TABLE>
<CAPTION>

      Signature                         Title                          Date
      ---------                         -----                          ----
<S>                       <C>                                      <C>
/s/ David Salzman         Chief Executive Officer of the general   August 11, 2005
-----------------------   partner of the General Partner
(David Salzman)

/s/ Neal Ludeke           Chief Financial Officer of the general   August 11, 2005
-----------------------   partner of the General Partner
(Neal Ludeke)

</TABLE>


                                       44