UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K


(Mark
One)


xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
fiscal year ended March 30,
2010





OR





 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ______ to ____________




0-17619


(Commission
File Number)





American Tax Credit
Properties L.P.


(Exact
Name of Registrant as Specified in its Governing Instruments)





Delaware
              
              13-3458875(State
      or Other Jurisdiction of Organization)
              
              (I.R.S.
      Employer Identification No.)





Richman
      Tax Credit Properties L.P.
                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 if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No     x





Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes   ̈  No     x





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.  YesxNo ̈





Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such
files).  Yes     ̈   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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “accelerated filer,” large
accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
Accelerated Filer   ̈  Accelerated
Filer   ̈  Non-Accelerated
Filer   ̈  Smaller
Reporting Company  x





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈  No
x





Registrant
has no voting common equity.  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.  As
of June 24, 2010, there are 41,286 units outstanding.  The aggregate
sales price for such units was $41,286,000.





Documents
incorporated by reference:


Pages 16
through 19, 21 through 35, 51 through 75 and 89 through 91of the Registrant’s
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, and filed as Exhibits
hereto, are incorporated by reference into Part I of this Annual
Report.





PART
I





Item
      1.
            Business.





General Development of
Business and Narrative Description of Business





American
Tax Credit Properties L.P. (the "Registrant"), a Delaware limited partnership,
was formed on February 12, 1988 to invest primarily in leveraged low-income
multifamily residential complexes (the "Property" or "Properties") that
qualified 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 partner equity interests (the “Local Partnership Interests”) in
partnerships (the "Local Partnership" or "Local Partnerships") that are the
owners of the Properties.  The Local Partnerships hold their
respective Properties in fee.  Registrant invested in nineteen such
Properties, including one Property that also qualified for the historic
rehabilitation tax credit in accordance with Section 47 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 "SEC") 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
SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the
"Prospectus").  Pursuant to Rule 12b-23 of the SEC'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 hereby incorporated into this Annual Report 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 (the "Units") at $1,000 per Unit to investors (the
“Limited Partners”).  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.





Registrant's
primary objective, to provide Low-income Tax Credits to the Limited Partners,
has been completed.  The relevant state tax credit agency allocated
each of the Local Partnerships an amount of Low-income Tax Credits, which are
generally available for a ten year period from the year the Property is placed
in service (the “Ten Year Credit Period”).  The Ten Year Credit Period
was fully exhausted with respect to all of the Properties as of December 31,
2003.  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 Compliance Period of all of the Local
Partnerships had expired as of December 31, 2004.  In addition,
certain of the Local Partnerships entered into agreements with the relevant
state tax credit agencies whereby the Local Partnerships must maintain the
low-income nature of the Properties for a period which exceeds the Compliance
Period (in certain circumstances, up to 50 years from when the Property is
placed in service, but commonly 30 years from the date any such Property is
placed in service), regardless of a sale of the Properties by the Local
Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Note that the existence of Extended Use Provisions does
not extend the Compliance Period of the respective Local
Partnerships.  However, such provisions may limit the number and
availability of potential purchasers of the Properties.  Accordingly,
a sale of a Property may happen well after the expiration of the Compliance
Period and/or may be significantly discounted.





Disposal of Local
Partnership Interests





Registrant
is in the process of disposing of its Local Partnership Interests.  As
of March 30, 2010, Registrant owns ten of the nineteen Local Partnership
Interests originally acquired.  Registrant has served a demand on the
local general partners (the “Local General Partners”) of all remaining Local
Partnerships to commence a sale process to dispose of the
Properties.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  Following the final disposition of its Local Partnership
Interests, Registrant intends to dissolve.  It is uncertain as to the
amount, if any, that Registrant will receive with respect to each specific
Property from such sales or assignments.  There can be no assurance as
to when Registrant will dispose of its remaining Local Partnership
Interests.


2


Item
      1.
            Business
      (Continued).





Financial Information About
Industry Segments





Registrant
is engaged solely in the business of owning a Local Partnership Interest in each
of the Local Partnerships.  A presentation of information regarding
industry segments is not applicable and would not be material to an
understanding of Registrant’s business taken as a whole.  See Item 8
below for a summary of Registrant's operations.





Competition





Pursuant
to Rule 12b-23 of the SEC’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 hereby incorporated into this Annual Report
by reference.





Employees of
Registrant





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.





Regulation





The
following is a brief summary of certain regulations applicable to Registrant and
is not, nor should it be considered, a full summary of the law or all related
issues.  Other than as set forth above and below, Registrant is not
aware of any existing or probable federal, state or local governmental
regulations, or any recent changes to such governmental regulations, which would
have an effect on Registrant’s business.





Virtually
all of the Properties owned by the Local Partnerships have some form of a
government funded rental subsidy that affords the low-income tenants the ability
to reside at the Properties.  During the period that a subsidy
agreement between the United States Department of Housing and Urban Development
(“HUD”) and a Local Partnership is in existence, the Local Partnership Interest
of such Local Partnership may not be sold, and the Property may not be
transferred by the Local Partnership to another entity, without HUD’s approval,
which may be subject to various conditions.  In particular, the
transfer of title of the Properties by the Local Partnerships is expected to be
required to be closed in escrow pending HUD approval.  In addition, as
a condition to certain disposals, Registrant anticipates that HUD will require
the Local Partnerships to dedicate resources to maintenance in order to correct
deficiencies in the physical condition of the Properties. Correction of such
deficiencies will probably require expenditures of significant amounts of funds,
thus effectively reducing the amount of any net proceeds from the sale of the
Property.  There can be no assurance that the required governmental
agencies will approve any of the requested transfers, that such approvals will
be received in a timely manner or that other conditions will not be imposed for
such approvals. The failure to obtain or a delay in obtaining any required
approvals would have adverse consequences to the Limited Partners.





In the
case of certain of the Local Partnerships, the local housing authority has the
right, for a period of time, to find a purchaser for the Property prior to the
Local General Partner beginning its own efforts to sell the
Property.  There can be no assurance that the local housing
authorities will be successful in finding purchasers for such Properties, which
may adversely impact the timing of Property sales.





Certain
of the Local Partnerships are subject to restrictions on the amount of annual
cash distributions to partners under the terms of such Local Partnerships’ loan,
regulatory or other agreements.





Registrant
is not aware of any non-compliance by the Local Partnerships with respect to
federal, state and local provisions regulating the discharge of material into
the environment or otherwise relating to the protection of the environment, and
is not aware of any condition that would have a material effect on the capital
expenditures or competitive position of Registrant.


3


Item
1A.  Risk
Factors.





Risks Relating to
Registrant’s Business and Industry





There
is no guarantee that the Properties will be sold or, if sold, that Registrant
would receive any proceeds.





As noted
above in Item 1 - Business, Registrant
has served a demand on the Local General Partners of all remaining Local
Partnerships to commence a sale process to dispose of the
Properties.  However, the market of interested buyers of the
Properties is limited.  Some of the factors which negatively impact
the marketability of the Properties, or equivalently, the Local Partnership
Interests, include:





·
            the
      Extended Use Provisions;





·
            the
      substantial remaining mortgage balances on the Properties, which are
      typically very near the initial balances as a result of the heavily
      subsidized debt of the Local Partnership and the lengthy (usually near
      40-year) amortization period of the debt;
and





·
            poor
      economic conditions.





It is
generally expected, therefore, that in the event a sale of a Property by a Local
Partnership can be consummated, the net proceeds of such sale, after repayment
of any outstanding debt and other liabilities, are not likely to be
significant.  Moreover, a portion of the net proceeds from the sale of
a Property by a Local Partnership may be payable to the Local General Partner
for prior operating advances and deferred fees.  As such, there will
likely not be significant proceeds, if any, upon a sale of a Property that will
be available for distribution by the Local Partnership to
Registrant.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  However, it is not possible to ascertain the amount, if
any, that Registrant will receive with respect to each specific Property from
such sales or assignments.





The
Local Partnerships may be required to continue to maintain the low-income nature
of the Properties beyond the Compliance Period under agreements with state tax
credit agencies.





As noted
above in Item 1 - Business, certain of
the Local Partnerships entered into agreements containing Extended Use
Provisions with the relevant state tax credit agencies whereby the Local
Partnerships must maintain the low-income nature of the Properties for a period
which exceeds the Compliance Period (in certain circumstances, up to 50 years
from when the Property is placed in service, but commonly 30 years from the date
any such Property is placed in service), regardless of a sale of the Properties
by the Local Partnerships after the Compliance Period.  Although the
Extended Use Provisions do not extend the Compliance Period of the respective
Local Partnerships, such provisions may limit the number and availability of
potential purchasers of the Properties.  Accordingly, a sale of a
Property may happen well after the expiration of the Compliance Period and/or
may be significantly discounted.





Properties
owned by the Local Partnerships are subject to certain risks relating to the
real estate industry in general that are outside of the control of the Local
Partnerships or Registrant and that may have an adverse affect on Registrant’s
investment in such Local Partnerships.





Registrant’s
investment in the Local Partnerships is subject to the risks associated with
multi-family rental property and real estate in general, including retail,
commercial and residential real estate.  Such risks, which are subject
to change and are not in the control of Registrant, include risks relating
to:




·
            the
      adverse use of adjacent or neighborhood real
  estate;




·
            regulated
      rents, which may adversely impact rent
  increases;




·
            utility
      allowances, which may adversely impact rents charged to tenants from year
      to year in certain locations;




·
            the
      inability of tenants to pay rent in light of current market
      conditions;




·
            changes
      in the demand for or supply of competing
  properties;




·
            changes
      in state or local tax rates and
assessments;




4


Item
1A.  Risk
Factors (Continued).




·
            increases
      in utility charges;




·
            unexpected
      expenditures for repairs and
maintenance;




·
            the
      discovery of previously undetected environmentally hazardous
      conditions;




·
            costs
      associated with complying with the Americans with Disabilities
      Act;




·
            uninsured
      losses relating to real property or excessively expensive premiums for
      insurance coverage;




·
            lawsuits
      from tenants or guests in connection with injuries that occur on the
      Properties;




·
            changes
      in local economic conditions; and




·
            changes
      in interest rates and the availability of financing (including changes
      resulting from current market
conditions).




The
occurrence of any of the above risks could have a negative impact on the
operating results of such Properties and the respective Local Partnerships and,
in turn, may render the sale or refinancing of the Properties difficult or
unattractive, which could adversely affect Registrant’s investment in such Local
Partnerships.





The
modification or elimination of government rental subsidies on which the Local
Partnerships rely would require the Local Partnerships to use existing funds or
obtain additional funds to continue to operate the respective
Properties.  Because Registrant’s investments in the Local
Partnerships are highly leveraged, it would be highly difficult to obtain such
additional funds.





Virtually
all of the Properties owned by the Local Partnerships have some form of a
government funded rental subsidy, which affords the low-income tenants the
ability to reside at the Properties.  The Local Partnerships are
extremely reliant on such subsidies.  If the respective rental subsidy
programs were to be materially modified or eliminated, the Local Partnerships’
rental revenue would likely be significantly reduced.  To the extent
that revenues are not sufficient to meet operating expenses and service the
respective mortgages of the Properties, such Local Partnership would be required
to use reserves and any other funds available to avoid foreclosure of the
subject Property.  Registrant’s investments in the Local Partnerships
are highly leveraged, and there can be no assurance that additional funds would
be available to any Local Partnership or Registrant, if needed.  In
addition, there can be no assurance that, when a Property is sold, the proceeds
from a sale will be sufficient to pay the balance due on the mortgage loans or
any other outstanding indebtedness to which the Local Partnership is
subject.





Limited
Partners may not be able to use all of the carried forward Low-income Tax
Credits.





While a
limited exception is provided for Low-income Tax Credits in the case of
individuals, tax losses and credits allocated to a Limited Partner who is an
individual, trust, estate or personal service corporation generally may be used
to reduce the Limited Partner’s tax liability only to the extent that such
liability arises from passive activities.  Therefore, tax losses and
credits allocated to such a Limited Partner are not expected to be available to
offset tax liabilities that arise from salaries, dividends and interest and
other forms of income.  In addition, Low-income Tax Credits cannot be
used to offset alternative minimum tax.  Accordingly, there is no
guarantee that Limited Partners will be able to utilize all of the carried
forward Low-income Tax Credits.





Risks Relating to Ownership
of Units of Limited Partnership Interest of Registrant





There
is no existing market for the Units.





There is
no trading market for Units and there are no assurances that any market will
develop.  In addition, the Units may be transferred only if certain
requirements are satisfied, including requirements that such transfer would not
impair Registrant’s tax status for federal income tax purposes and would not be
a violation of federal or state securities laws.  Accordingly, the
Limited Partners may not be able to sell their Units promptly and bear the
economic risk of their investment for an indefinite period of
time.


5


Item
1A.  Risk
Factors (Continued).





Under
certain circumstances, Limited Partners of Registrant may incur out-of-pocket
tax costs.





At some
point, Registrant’s operations (including the sale or refinancing of the
Properties owned by the Local Partnerships) may generate less cash flow than
taxable income, and the income, as well as the income taxes payable with respect
to Registrant’s taxable income, may exceed cash flow available for distribution
to the Limited Partners in such years.  This may result in an
out-of-pocket tax cost to the Limited Partners.  In addition, a
Limited Partner may experience taxable gain on disposition of Units or upon a
disposition of the Local Partnership Interests or of the Properties even though
no cash is realized on the disposition; in such circumstances, the Limited
Partners may experience an out-of-pocket tax cost.





Limited
Partners of Registrant may not receive a return of any portion of their original
capital investment in Registrant.





To date,
the Limited Partners of Registrant have not received a return of any portion of
their original capital.  Accordingly, the only benefit of this
investment may be the Low-income Tax Credits and Historic Rehabilitation Tax
Credits.





Item
1B.  Unresolved Staff
Comments.





Not
applicable.





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 affiliates of the General Partner.





Registrant
originally acquired Local Partnership Interests in nineteen Local
Partnerships.  As discussed above in Item 1 - Business, theCompliance
Period of all of the Local Partnerships expired as of December 31, 2004 and,
accordingly, Registrant is in the process of disposing of its Local Partnership
Interests.  As of March 30, 2010, Registrant owns ten of the nineteen
Local Partnership Interests originally acquired.  Registrant has
served a demand on the Local General Partners of all remaining Local
Partnerships to commence a sale process to dispose of the Properties, which
Registrant intends will result in a termination of Registrant’s Local
Partnership Interests and ultimately the dissolution of Registrant.





In the
event a sale of the remaining Properties cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  It is not possible to ascertain the amount, if any, that
Registrant will receive with respect to each specific Property from such sales
or assignments.  In addition, certain of the Local Partnerships
entered into agreements with Extended Use Provisions with the relevant state tax
credit agencies whereby the Local Partnerships must maintain the low-income
nature of the Properties for a period which exceeds the Compliance Period (in
certain circumstances, up to 50 years from when the Property is placed in
service, but commonly 30 years from the date any such Property is placed in
service), regardless of a sale of the Properties by the Local Partnerships after
the Compliance Period.  While the Extended Use Provisions do not
extend the Compliance Period of the respective Local Partnerships, such
provisions may limit the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  There can be no assurance as to when the Local
Partnerships will dispose of the Properties, when Registrant will dispose of the
Local Partnership Interests or the amount of proceeds which may be received in
such dispositions.  In addition to amounts that remain outstanding under
the terms of the debt structure of the respective Local Partnerships, certain
Local Partnerships have outstanding obligations to the Local General Partners
and/or affiliates thereof for operating advances made over the years and for
certain fees that were deferred.





Although
Registrant generally owns a 98.9% - 99% Local Partnership Interest in the Local
Partnerships, Registrant and American Tax Credit Properties II L.P. ("ATCP II"),
a Delaware limited partnership whose general partner is affiliated with the
General Partner, together, in the aggregate, own a 99% 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.  The Local Partnership Interests were acquired by
Registrant in 1998 and 1999, with the exception of the Local Partnership
Interest in B & V Phase I, Ltd., which was acquired in
1994.


6


Item
2.  Properties
(Continued).





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 the subsidies below).  The subsidy
agreements expire at various times.  Since October 1997, 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.  Eight Local Partnerships’ Section 8 contracts are
currently subject to renewal under applicable HUD guidelines.  Of the
eight Local Partnerships noted above, five have entered into restructuring
agreements, resulting in a change to both rent subsidy and mandatory debt
service.


7


Item
2.  Properties
(Continued).





Mortgage
      loansName
      of Local Partnership
                                            
                                            Number
                                            
                                            
                                            
                                            payable
      as of
                                            
                                            
                                            SubsidyName
      of apartment complex
                                            
                                            of
      rental
                                            
                                            Capital
                                            
                                            December
      31,
                                            
                                            
                                            (seeApartment complex
      location
                                            
                                            units
                                            
                                            contribution
                                            
                                            2009
                                            
                                            
                                            footnotes)4611
      South Drexel Limited Partnership (3), (5)
                                              South
      Drexel Apartments
                                              Chicago,
      Illinois
                                            
                                            44
                                            
                                            $
                                            1,354,968
                                            
                                            $
                                            —
                                            (3)B
      & V, Ltd. (3)
                                              Homestead
      Apartments
                                              Homestead,
      Florida
                                            
                                            158
                                            
                                            
                                            2,050,795
                                            
                                            
                                            —
                                            (3)B
      & V Phase I, Ltd. (3)
                                              Gardens
      of Homestead
                                              Homestead,
      Florida
                                            
                                            97
                                            
                                            
                                            140,000
                                            
                                            
                                            —
                                            (3)Blue
      Hill Housing Limited Partnership (3)
                                              Blue
      Hill Housing
                                              Grove
      Hall, Massachusetts
                                            
                                            144
                                            
                                            
                                            4,506,082
                                            
                                            
                                            —
                                            (3)Cityside
      Apartments, L.P.
                                              Cityside
      Apartments
                                              Trenton,
      New Jersey
                                            
                                            126
                                            
                                            
                                            6,098,988
                                            
                                            
                                            6,215,599
                                            
                                            
                                            (1a&c)Cobbet
      Hill Associates Limited Partnership (5)
                                              Cobbet
      Hill Apartments
                                              Lynn,
      Massachusetts
                                            
                                            117
                                            
                                            
                                            5,303,771
                                            
                                            
                                            12,818,125
                                            
                                            
                                            (1a,b&c)Dunbar
      Limited Partnership
                                              Spring
      Grove Apartments
                                              Chicago,
      Illinois
                                            
                                            101
                                            
                                            
                                            1,518,229
                                            
                                            
                                            4,892,499
                                            
                                            
                                            (1a,c&d)Dunbar
      Limited Partnership No. 2
                                              Park
      View Apartments
                                              Chicago,
      Illinois
                                            
                                            102
                                            
                                            
                                            1,701,849
                                            
                                            
                                            5,227,689
                                            
                                            
                                            (1a,c&d)Erie
      Associates Limited Partnership (3)
                                              Erie
      Apartments
                                              Springfield,
      Massachusetts
                                            
                                            18
                                            
                                            
                                            755,737
                                            
                                            
                                            —
                                            (3)Federal
      Apartments Limited Partnership
                                              Federal
      Apartments
                                              Fort
      Lauderdale, Florida
                                            
                                            164
                                            
                                            
                                            2,832,224
                                            
                                            
                                            5,756,282
                                            
                                            
                                            (1a,c&e)Golden
      Gates Associates
                                              Golden
      Gates
                                              Brooklyn,
      New York
                                            
                                            85
                                            
                                            
                                            879,478
                                            
                                            
                                            4,212,731
                                            
                                            
                                            (1b)Grove
      Park Housing, A California Limited
                                              Partnership
      (3)
                                              Grove
      Park Apartments
                                              Garden
      Grove, California
                                            
                                            104
                                            
                                            
                                            1,634,396
                                            
                                            
                                            —
                                            (3)




8


Item
2.  Properties
(Continued).





Mortgage
      loansName
      of Local Partnership
                              
                              Number
                              
                              
                              
                              payable
      as of
                              
                              
                              SubsidyName
      of apartment complex
                              
                              of
      rental
                              
                              Capital
                              
                              December
      31,
                              
                              
                              (seeApartment complex
      location
                              
                              units
                              
                              contribution
                              
                              2009
                              
                              
                              Footnotes)Gulf
      Shores Apartments Ltd.
                                Morgan
      Trace Apartments
                                Gulf
      Shores, Alabama
                              
                              50
                              
                              $
                              352,693
                              
                              $
                              1,425,518
                              
                              
                              (1b)Hilltop
      North Associates, A Virginia Limited
                                Partnership
      (3), (5)
                                Hilltop
      North Apartments
                                Richmond,
      Virginia
                              
                              160
                              
                              
                              1,470,734
                              
                              
                              —
                              (3)Madison-Bellefield
      Associates
                                Bellefield
      Dwellings
                                Pittsburgh,
      Pennsylvania
                              
                              158
                              
                              
                              1,047,744
                              
                              
                              1,987,478
                              
                              
                              (1a&c)Pine
      Hill Estates Limited Partnership (4)
                                Pine
      Hill Estates
                                Shreveport,
      Louisiana
                              
                              110
                              
                              
                              613,499
                              
                              
                              —
                              (4)Santa
      Juanita Limited Dividend Partnership L.P.
                                Santa
      Juanita Apartments
                                Bayamon,
      Puerto Rico
                              
                              45
                              
                              
                              313,887
                              (2)
                              
                              1,364,786
                              
                              
                              (1a,b,c&f)Vista
      del Mar Limited Dividend Partnership L.P. (5)
                                Vista
      del Mar Apartments
                                Fajardo,
      Puerto Rico
                              
                              152
                              
                              
                              3,363,345
                              
                              
                              5,581,382
                              
                              
                              (1a,b,c&f)Winnsboro
      Homes Limited Partnership (4)
                                Winnsboro
      Homes
                                Winnsboro,
      Louisiana
                              
                              50
                              
                              
                              289,730
                              
                              
                              —
                              (4)$
                              36,228,149
                              
                              $
                              49,482,089





(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
      Local Partnership’s Section 8 contracts are currently subject to renewal
      under applicable HUD guidelines.





(d)
            The
      Local Partnership entered into a restructuring agreement of its Section 8
      contracts and debt structure under applicable HUD guidelines in
      2001.





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





(f)
            The
      Local Partnership entered into a restructuring agreement of its Section 8
      contract and debt structure under applicable HUD guidelines in
      2008.


9


Item
2.  Properties
(Continued).





(2)
            Reflects
      amount attributable to Registrant
only.





(3)
            The
      Local Partnership Interest is no longer owned by Registrant; there are no
      assets or liabilities related to such Local Partnership included in the
      combined balance sheets of the Local Partnerships as of December 31, 2009
      and 2008 in Note 6 to the accompanying financial
    statements.





(4)
            Registrant
      sold its Local Partnership Interest in November 2009; there are no assets
      or liabilities related to such Local Partnership included in the combined
      balance sheet of the Local Partnerships as of December 31, 2009 in Note 6
      to the accompanying financial statements.  The combined
      statement of operations of the Local Partnerships for the year ended
      December 31, 2009 included in Note 6 to the accompanying financial
      statements includes results of operations for such Local Partnership
      through the date of the sale of Registrant’s Local Partnership Interest
      (see Part II, Item 7 - Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations, herein).





(5)
            Capital
      contribution includes voluntary advances made by Registrant to the Local
      Partnership.





Item
3.  Legal
Proceedings.





None.





Item
4.  Reserved.


10





PART
II





Item
      5.
            Market for
      Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases
      of Equity Securities.





Market Information and
Holders





There is
no established public trading market for the Units.  Accordingly,
accurate information as to the market value of a Unit at any given date is not
available.  The number of record holders of Units as of approximately
June 15, 2010 was approximately 2,040, holding an aggregate of 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 Local 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 Limited Partners in the future.  There were no
cash distributions to the Limited Partners during the years ended March 30, 2010
and 2009.





Low-income
Tax Credits and Historic Rehabilitation Tax Credits (together, the "Tax
Credits"), which are subject to various limitations, may be used by the Limited
Partners to offset federal income tax liabilities.  Registrant
generated total Tax Credits from investments in Local Partnerships of
approximately $1,528 per Unit, net of circumstances which have given rise to
recapture.  The Ten Year Credit Period with respect to all of the
Properties was fully exhausted as of December 31, 2003 and the Compliance
Periods of the Local Partnerships had expired as of December 31,
2004.  Registrant has served a demand on the Local General Partners of
all remaining Local Partnerships to commence a sale process to dispose of the
Properties.  In the event a sale cannot be consummated, it is the
General Partner’s intention to sell or assign Registrant’s Local Partnership
Interests.  It is not possible to ascertain the amount, if any, that
Registrant will receive with respect to each specific Property from such sales
or assignments.





Recent Sales of Unregistered
Securities





None.





Item
6.   Selected Financial
Data.





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





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





Capital Resources and
Liquidity





Registrant
admitted limited partners (the “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 (the “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
partner interests (the “Local Partnership Interests”) in partnerships (the
“Local Partnerships”) that own low-income multifamily residential complexes (the
“Property” or “Properties”) that qualified 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 qualified for the
historic rehabilitation tax credit in accordance with Section 47 of the Internal
Revenue Code of 1986.  The Net Proceeds were utilized in acquiring a
Local Partnership Interest in eighteen Local Partnerships.


11


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





As of
March 30, 2010, Registrant has cash and cash equivalents and investment in
mutual fund totaling $1,851,416, which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships.  Future sources of Registrant funds are expected to be
primarily from interest earned on working capital and limited cash distributions
from Local Partnerships.  In addition, although it is not possible to
ascertain the amount, if any, that Registrant will receive with respect to each
specific Property, Registrant may be entitled to sales proceeds of certain Local
Partnerships’ Properties.





During
the year ended March 30, 2010, Registrant received cash from interest revenue,
distributions from Local Partnerships and proceeds in connection with the sale
of its Local Partnership Interests in Pine Hill Estates Limited Partnership
(“Pine Hill”) and Winnsboro Homes Limited Partnership (“Winnsboro”) (see
discussion below under Local Partnership
Matters) and utilized cash for operating expenses.  Cash and
cash equivalents and investment in mutual fund increased, in the aggregate, by
approximately $33,000 during the year ended March 30, 2010.





During
the year ended March 30, 2010, the investment in local partnerships increased as
a result of Registrant’s equity in the Local Partnerships’ net income for the
year ended December 31, 2009 of $56,282.  Payable to general partner
and affiliates in the accompanying balance sheet as of March 30, 2010 represents
accrued management and administration fees.





Results of
Operations





Registrant’s
operating results are dependent, in part, upon the operating results of the
Local Partnerships and are 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.  In the event the
operations of a Local Partnership result in a loss, 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. However, the combined statements of operations of the
Local Partnerships reflected in Note 6 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.





Registrant’s
operations for the years ended March 30, 2010, 2009 and 2008 resulted in net
losses of $181,569, $455,469 and $750,598, respectively.  The decrease
in net loss from fiscal 2009 to 2010 is primarily attributable to (i) an
increase in equity in income of investment in local partnerships of
approximately $74,000, which increase is primarily the result of an increase in
the net operating income of the Local Partnership in which Registrant continues
to have an investment balance and (ii) income of approximately $218,000
recognized in fiscal 2010 in connection with Registrant’s sale of its Local
Partnership Interests in Pine Hill and Winnsboro (see discussion below under
Local Partnership
Matters.  The decrease in net loss from fiscal 2008 to 2009 is
primarily attributable to (i) a decrease in equity in loss of investment in
local partnerships of approximately $318,000, which decrease is primarily the
result of a decrease in the net operating loss of the Local Partnership in which
Registrant continues to have an investment balance and voluntary advances being
made to a Local Partnership in fiscal 2008 that were charged to equity in loss
of investment in local partnerships and (ii) a decrease in  operating
expenses of approximately $53,000, all partially offset by a decrease in
interest revenue and other income from local partnerships of approximately
$76,000.





The Local
Partnerships’ net loss of approximately $3,019,000 for the year ended December
31, 2009 includes depreciation and amortization expense of approximately
$3,422,000 and interest on non-mandatory debt of approximately $735,000, and
does not include principal payments on permanent mortgages of approximately
$714,000.  The Local Partnerships’ net loss of approximately
$3,624,000 for the year ended December 31, 2008 includes depreciation and
amortization expense of approximately $3,346,000 and interest on non-mandatory
debt of approximately $645,000, and does not include principal payments on
permanent mortgages of approximately $658,000.  The Local
Partnerships’ net loss of approximately $3,625,000 for the year ended December
31, 2007 includes depreciation and amortization expense of approximately
$3,285,000 and interest on non-mandatory debt of approximately $572,000, and
does not include principal payments on permanent mortgages of approximately
$751,000.  The results of operations of the Local Partnerships for the
year ended December 31, 2009 are not necessarily indicative of the results that
may be expected in future periods.


12




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





Local Partnership
Matters





Registrant's
primary objective, to provide Low-income Tax Credits to its Limited Partners,
has been completed.  The relevant state tax credit agency allocated
each of the Local Partnerships an amount of Low-income Tax Credits, which are
generally available for a ten year period from the year the Property is placed
in service (the “Ten Year Credit Period”).  The Ten Year Credit Period
was fully exhausted with respect to all of the Properties as of December 31,
2003.  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 Compliance Period of all of the Local
Partnerships had expired as of December 31, 2004.  In addition,
certain of the Local Partnerships entered into agreements with the relevant
state tax credit agencies whereby the Local Partnerships must maintain the
low-income nature of the Properties for a period which exceeds the Compliance
Period (in certain circumstances, up to 50 years from when the Property is
placed in service, but commonly 30 years from the date any such Property is
placed in service), regardless of a sale of the Properties by the Local
Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant is in the process of disposing of its Local
Partnership Interests.  As of March 30, 2010, Registrant owns ten of
the nineteen Local Partnership Interests originally acquired (see discussion
below regarding the potential sale of a Local Partnership
Interest).  Registrant has served a demand on the local general
partners (the “Local General Partners”) of all remaining Local Partnerships to
commence a sale process to dispose of the Properties.  In the event a
sale cannot be consummated, it is the General Partner’s intention to sell or
assign Registrant’s Local Partnership Interests.  Following the final
disposition of its Local Partnership Interests, Registrant intends to
dissolve.  It is uncertain as to the amount, if any, that Registrant
will receive with respect to each specific Property from such sales or
assignments.  There can be no assurance as to when Registrant will
dispose of its remaining Local Partnership Interests.





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.  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.  Eight Local Partnerships’ Section 8 contracts are
currently subject to renewal under applicable HUD guidelines.  Of the
eight Local Partnerships noted above, five have entered into restructuring
agreements, resulting in a change to both rent subsidy and 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").  Registrant has no legal obligation to fund any operating
deficits of the Local Partnerships.





In
November 2009, Registrant sold its Local Partnership Interests in Pine Hill and
Winnsboro to affiliates of the Local General Partners of Pine Hill and Winnsboro
for a cumulative price of $217,800.  Such amount is reflected as gain
on sale of limited partner interests/local partnership properties in the
accompanying statement of operations for the year ended March 30,
2010.  In September 2009, Registrant entered into a purchase agreement
(the “Purchase Agreement”) to sell its Local Partnership Interest in Federal
Apartments Limited Partnership (“Federal”) to an affiliate of the Local General
Partner of Federal for $334,000.  The Purchase Agreement is subject to
the approval of HUD and there can be no assurance that the Local Partnership
Interest will be sold under the terms of the Purchase Agreement.  One
of the Local General Partners of Pine Hill and Winnsboro is the sole Local
General Partner of Federal.  Registrant’s investment balances in Pine
Hill, Winnsboro and Federal, after cumulative equity losses, became zero during
the years ended March 30, 1997, 1998 and 1997, respectively.


13


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 of Cobbet
have informed MHFA that they would transfer the ownership of the Property to the
unaffiliated management agent or to other parties, which might 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, 2009, Cobbet has accumulated over
$9,050,000 of arrearages and other charges on the first mortgage; as a result of
the default, principal and accrued interest in excess of $23,000,000 in
connection with the first mortgage, the SHARP Operating Loan and the ODL are
considered currently due.  Registrant’s investment balance in Cobbet,
after cumulative equity losses, became zero during the year ended March 30,
1994.





Inflation





Inflation
is not expected to have a material adverse impact on Registrant's
operations.





Contractual
Obligations





Registrant
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
Item.





Off - Balance Sheet
Arrangements





Registrant
does not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on Registrant’s financial condition,
changes in financial condition, revenue or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.


14





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





Critical Accounting Policies
and Estimates





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





·
            Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting.





·
            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.  Registrant
      makes such assessment at least annually in the fourth quarter of its
      fiscal year or whenever there are indications that a permanent impairment
      may have occurred.  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 estimated residual value of the
      investment.





·
            Registrant
      does not consolidate the accounts and activities of the Local
      Partnerships, which are considered Variable Interest Entities as defined
      by Financial Accounting Standards Board (“FASB”) Accounting Standards
      Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not
      considered the primary beneficiary.  Registrant’s balance in
      investment in local partnerships represents the maximum exposure to loss
      in connection with such investments.  Registrant’s exposure to
      loss on the Local Partnerships is mitigated by the condition and financial
      performance of the underlying Properties as well as the financial strength
      of the Local General Partners.





Recent Accounting
Pronouncements





ASC Topic
740; Subtopic 10 requires all taxpayers to analyze all material positions they
have taken or plan to take in all tax returns that have been filed or should
have been filed with all taxing authorities for all years still subject to
challenge by those taxing authorities.  If the position taken is
“more-likely-than-not” to be sustained by the taxing authority on its technical
merits and if there is more than a 50% likelihood that the position would be
sustained if challenged and considered by the highest court in the relevant
jurisdiction, the tax consequences of that position should be reflected in the
taxpayer’s GAAP financial statements.  Because Registrant is a
pass-through entity and is not required to pay income taxes, ASC Topic 740;
Subtopic 10 does not currently have any impact on its financial
statements.





ASC Topic
820 defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value measurements. Accordingly, ASC
Topic 820 does not require any new fair value measurements.  ASC Topic
820 is effective for fiscal years beginning after November 15,
2007.  Registrant adopted ASC Topic 820 effective March 31,
2008.  On February 6, 2008 FASB deferred the effective date of ASC
Topic 820 by one year for nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis.  The partial adoption of ASC Topic 820 for
financial assets and liabilities did not have a material impact on Registrant’s
financial position, results of operations or cash flows.  Registrant
adopted ASC Topic 820 as of March 31, 2008, with the exception of the
application of this topic to nonrecurring nonfinancial assets and nonfinancial
liabilities.  Nonrecurring nonfinancial assets and liabilities for
which Registrant had not applied the provisions of ASC Topic 820 to include
investment in local partnerships, which is accounted for under the equity method
of accounting.  Registrant’s full adoption of ASC Topic 820 as of
March 31, 2009 did not have an impact on its financial statements.





ASC Topic
825; Subtopic 10 permits entities to choose to measure many financial
instruments and certain other items at fair value.  The fair value
election is designed to improve financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  ASC Topic 825; Subtopic 10 is effective for
fiscal years beginning after November 15, 2007.  On March 31, 2008,
Registrant adopted ASC Topic 825; Subtopic 10 and elected not to apply the
provisions to its eligible financial assets and financial liabilities on the
date of adoption.  Accordingly, the initial application of ASC Topic
825; Subtopic 10 had no effect on Registrant’s financial
statements.


15





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





ASC Topic
825; Subtopic 10 requires disclosure about the method and significant
assumptions used to establish the fair value of financial instruments for
interim reporting periods as well as annual statements.  ASC Topic
825; Subtopic 10 is effective for Registrant as of June 30, 2009 and its
adoption did not impact Registrant’s financial condition or results of
operations.  Registrant had no financial instruments during any
interim reporting period during the year ended March 30, 2010.





In May
2009, FASB issued guidance regarding subsequent events, which
was subsequently updated in February 2010. This guidance established general
guidelines of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  In particular, this guidance sets forth the period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date. This
guidance was effective for financial statements issued for fiscal years and
interim periods ending after June 15, 2009, and was therefore adopted by
Registrant for the quarter ended June 29, 2009. The adoption did not have a
significant impact on the subsequent events that Registrant reports, either
through recognition or disclosure, in the financial statements.  In
February 2010, FASB amended its guidance on subsequent events to remove the
requirement to disclose the date through which an entity has evaluated
subsequent events, alleviating conflicts with current SEC guidance. This
amendment was effective immediately and therefore Registrant did not include the
disclosure in the notes to the accompanying financial
statements.





ASC Topic
810; Subtopic 10 amends existing consolidation guidance for variable interest
entities, requires ongoing reassessment to determine whether a variable interest
entity must be consolidated, and requires additional disclosures regarding
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement.  ASC Topic 810; Subtopic 10 is
effective for Registrant’s fiscal year beginning March 31, 2010 and its adoption
did not have an impact on Registrant’s  financial
statements.





In
January 2010, ASC Topic 820 was amended to increase disclosure requirements
regarding recurring and nonrecurring fair value
measurements.  Registrant adopted ASC 820, as amended, for the period
ending March 30, 2010, except for the disclosures about activity in Level 3 fair
value measurements which are effective for Registrant’s fiscal year beginning
March 31, 2010.  The initial adoption of ASC Topic 820 and the full
implementation thereof did not have a material impact on Registrant’s financial
statements.





Forward-Looking
Information





As a
cautionary note, with the exception of historical facts, the matters discussed
in this annual report on Form 10-K are “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”).  Forward-looking statements may relate to, among other things,
current expectations, forecasts of future events, future actions, future
performance generally, business development activities, capital expenditures,
strategies, the outcome of contingencies, future financial results, financing
sources and availability and the effects of regulation and
competition.  Words such as “anticipate,” “expect,” “intend,” “plan,”
“seek,” “estimate” and other words and terms of similar meaning in connection
with discussions of future operating or financial performance signify
forward-looking statements.  Registrant may also provide written
forward-looking statements in other materials released to the
public.  Such statements are made in good faith by Registrant pursuant
to the “Safe Harbor” provisions of the Reform Act.  Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.  Such forward-looking statements involve known risks,
uncertainties and other factors that may cause Registrant’s actual results of
operations or actions to be materially different from future results of
operations or actions expressed or implied by the forward-looking
statements.





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





Registrant’s
investment in mutual fund (the “Fund”) is subject to certain
risk.  The fixed income securities in which the Fund invests are
subject to interest rate risk, credit risk, prepayment risk, counterparty risk,
municipal securities risk, liquidity risk, management risk, government security
risk and valuation risk.  Typically, when interest rates rise, the
market prices of fixed income securities go down.  The Fund is
classified as “non-diversified,” and thus may invest most of its assets in
securities issued by or representing a small number of issuers.  As a
result, the Fund may be more susceptible to the risks associated with these
particular issuers, or to a single economic, political or regulatory occurrence
affecting these issuers.  These risks could adversely affect the
Fund’s net asset value (“NAV”), yield and total return.


16





AMERICAN
TAX CREDIT PROPERTIES L.P.





Item
8.  Financial Statements and
Supplementary Data.





Table of
Contents




PageReport
      of Independent Registered Public Accounting Firm
              18Balance
      Sheets
              19Statements
      of Operations
              20Statements
      of Changes in Partners' Equity (Deficit)
              21Statements
      of Cash Flows
              22Notes
      to Financial Statements
              24





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.


17





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. (the “Partnership”) as of
March 30, 2010 and 2009, and the related statements of operations, changes in
partners' equity (deficit) and cash flows for each the years ended March 30,
2010, 2009 and 2008.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.





We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audits
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 audits 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 provide a reasonable basis for our opinion.





In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of American Tax Credit Properties L.P. as of March 30, 2010
and 2009, and the results of its operations, changes in partners’ equity
(deficit) and its cash flows for the years ended March 30, 2010, 2009 and 2008,
in conformity with accounting principles generally accepted in the United States
of America.





/s/Reznick Group, P.C.





Sacramento,
California


June 24,
2010


18




AMERICAN
TAX CREDIT PROPERTIES L.P.


BALANCE
SHEETS


MARCH
30, 2010 AND 2009





2010
              
              
              2009ASSETSCash
      and cash equivalents
              
              $
              295,778
              
              
              $
              1,817,949Investment
      in mutual fund
              
              
              1,555,638Investment
      in local partnerships
              
              
              270,769
              
              
              
              214,487$
              2,122,185
              
              
              $
              2,032,436LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
              
              $
              73,923
              
              
              $
              86,288Payable
      to general partner and affiliates
              
              
              369,406
              
              
              
              85,723443,329
              
              
              
              172,011Commitments
      and contingenciesPartners’
      equity (deficit)General
      partner
              
              
              (348,912
              )
              
              
              (347,096
              )Limited
      partners (41,286 units of limited partnership interest
      outstanding)
              
              
              2,027,768
              
              
              
              2,207,5211,678,856
              
              
              
              1,860,425$
              2,122,185
              
              
              $
              2,032,436





See Notes
to Financial Statements.


19





AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF OPERATIONS


YEARS
ENDED MARCH 30, 2010, 2009 AND 2008





2010
              
              
              2009
              
              
              2008REVENUEInterest
              
              $
              2,750
              
              
              $
              19,277
              
              
              $
              110,524Other
      income from local partnerships
              
              
              36,221
              
              
              
              31,221
              
              
              
              16,250TOTAL
      REVENUE
              
              
              38,971
              
              
              
              50,498
              
              
              
              126,774EXPENSESAdministration
      fees - affiliate
              
              
              183,723
              
              
              
              183,723
              
              
              
              183,723Management
      fee - affiliate
              
              
              175,466
              
              
              
              175,466
              
              
              
              175,466Professional
      fees
              
              
              81,492
              
              
              
              73,913
              
              
              
              77,068State
      of New Jersey filing fees
              
              
              39,002
              
              
              
              42,158
              
              
              
              70,239Printing,
      postage and other
              
              
              14,939
              
              
              
              12,783
              
              
              
              34,844TOTAL
      EXPENSES
              
              
              494,622
              
              
              
              488,043
              
              
              
              541,340(455,651
              )
              
              
              (437,545
              )
              
              
              (414,566
              )Equity
      in income (loss) of investment in local partnerships
              
              
              56,282
              
              
              
              (17,924
              )
              
              
              (336,032
              )Loss
      prior to gain on sale of limited partner interests/local partnership
      properties
              
              
              (399,369
              )
              
              
              (455,469
              )
              
              
              (750,598
              )Gain
      on sale of limited partner interests/local partnership
      properties
              
              
              217,800NET
      LOSS
              
              
              (181,569
              )
              
              
              (455,469
              )
              
              
              (750,598
              )Other
      comprehensive income, net
              
              
              
              
              
              
              
              
              
              
              99COMPREHENSIVE
      LOSS
              
              $
              (181,569
              )
              
              $
              (455,469
              )
              
              $
              (750,499
              )NET
      LOSS ATTRIBUTABLE TOGeneral
      partner
              
              $
              (1,816
              )
              
              $
              (4,555
              )
              
              $
              (7,506
              )Limited
      partners
              
              
              (179,753
              )
              
              
              (450,914
              )
              
              
              (743,092
              )$
              (181,569
              )
              
              $
              (455,469
              )
              
              $
              (750,598
              )NET LOSSper unit of
      limited partnership interest (41,286 units of limited partnership
      interest)
              
              $
              (4.35
              )
              
              $
              (10.92
              )
              
              $
              (18.00
              )





See Notes
to Financial Statements.


20





AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CHANGES IN PARTNERS' EQUITY (DEFICIT)


YEARS
ENDED MARCH 30, 2010, 2009 AND 2008





General
                  Partner
              
              
              Limited
                  Partners
              
              
              Accumulated
                  Other
                  Comprehensive
                  Income (Loss),
                  Net
              
              
              TotalPartners'
      equity (deficit), March 30, 2007
              
              $
              (335,035
              )
              
              $
              3,401,527
              
              
              $
              (99
              )
              
              $
              3,066,393Net
      loss
              
              
              (7,506
              )
              
              
              (743,092
              )
              
              
              
              
              
              
              (750,598
              )Other
      comprehensive income, net
              
              
              
              
              
              
              
              
              
              
              99
              
              
              
              99Partners'
      equity (deficit), March 30, 2008
              
              
              (342,541
              )
              
              
              2,658,435
              
              
              
              —
              
              
              
              2,315,894Net
      loss
              
              
              (4,555
              )
              
              
              (450,914
              )
              
              
              
              
              
              
              (455,469
              )Partners'
      equity (deficit), March 30, 2009
              
              
              (347,096
              )
              
              
              2,207,521
              
              
              
              —
              
              
              
              1,860,425Net
      loss
              
              
              (1,816
              )
              
              
              (179,753
              )
              
              
              
              
              
              
              (181,569
              )Partners'
      equity (deficit), March 30, 2010
              
              $
              (348,912
              )
              
              $
              2,027,768
              
              
              $
              —
              
              
              $
              1,678,856





See Notes
to Financial Statements.


21





AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CASH FLOWS


YEARS
ENDED MARCH 30, 2010, 2009 AND 2008





2010
              
              
              2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
              
              $
              2,750
              
              
              $
              19,277
              
              
              $
              109,099Cash
      paid forAdministration
      fees
              
              
              (25,506
              )
              
              
              (181,686
              )
              
              
              (179,386
              )Management
      fee
              
              
              (50,000
              )
              
              
              (175,466
              )
              
              
              (175,466
              )Professional
      fees
              
              
              (88,144
              )
              
              
              (78,390
              )
              
              
              (87,939
              )State
      of New Jersey filing fee
              
              
              (40,384
              )
              
              
              (52,011
              )
              
              
              (71,925
              )Printing,
      postage and other expenses
              
              
              (19,270
              )
              
              
              (36,783
              )
              
              
              (11,006
              )Net
      cash used in operating activities
              
              
              (220,554
              )
              
              
              (505,059
              )
              
              
              (416,623
              )CASH
      FLOWS FROM INVESTING ACTIVITIESInvestments
      in mutual fund
              
              
              (1,556,555
              )Redemptions
      from mutual fund
              
              
              917Distributions
      received from local partnerships
              
              
              36,221
              
              
              
              31,221
              
              
              
              39,113Proceeds
      in connection with sale of limited partner interests/local partnership
      properties
              
              
              217,800
              
              
              
              
              
              
              
              11,547Voluntary
      advances to local partnerships
              
              
              
              
              
              
              
              
              
              
              (266,286
              )Maturities/redemptions
      and sales of investments in bonds
              
              
              
              
              
              
              
              
              
              
              109,000Net
      cash provided by (used in) investing activities
              
              
              (1,301,617
              )
              
              
              31,221
              
              
              
              (106,626
              )Net
      decrease in cash and cash equivalents
              
              
              (1,522,171
              )
              
              
              (473,838
              )
              
              
              (523,249
              )Cash
      and cash equivalents at beginning of year
              
              
              1,817,949
              
              
              
              2,291,787
              
              
              
              2,815,036CASH
      AND CASH EQUIVALENTS AT END OF YEAR
              
              $
              295,778
              
              
              $
              1,817,949
              
              
              $
              2,291,787SIGNIFICANT
      NON-CASH INVESTING ACTIVITIESUnrealized
      gain on investments in bonds, net
              
              
              
              
              
              
              
              
              
              $
              99










See Notes
to Financial Statements.


22





AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CASH FLOWS - CONTINUED


YEARS
ENDED MARCH 30, 2010, 2009 AND 2008





2010
              
              
              2009
              
              
              2008RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIESNet
      loss
              
              $
              (181,569
              )
              
              $
              (455,469
              )
              
              $
              (750,598
              )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in loss (income) of investment in local partnerships
              
              
              (56,282
              )
              
              
              17,924
              
              
              
              336,032Gain
      on sale of limited partner interests/local partnership
      properties
              
              
              (217,800
              )Other
      income from local partnerships
              
              
              (36,221
              )
              
              
              (31,221
              )
              
              
              (16,250
              )Accretion
      of zero coupon bonds
              
              
              
              
              
              
              
              
              
              
              (1,425
              )Increase
      (decrease) in accounts payable and accrued expenses
              
              
              (12,365
              )
              
              
              (38,330
              )
              
              
              11,281Increase
      in payable to general partner and affiliates
              
              
              283,683
              
              
              
              2,037
              
              
              
              4,337NET
      CASH USED IN OPERATING ACTIVITIES
              
              $
              (220,554
              )
              
              $
              (505,059
              )
              
              $
              (416,623
              )





See Notes
to Financial Statements.


23





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS


MARCH
30, 2010, 2009 AND 2008





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 (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 qualified 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 partner equity interests (the
"Local Partnership Interests") in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties.  In
addition, the Partnership invested in one Local Partnership whose Property also
qualified for the historic rehabilitation tax credit in accordance with Section
47 of the Internal Revenue Code of 1986.  Richman Tax Credit
Properties L.P. (the "General Partner") was formed on February 10, 1988 to act
as the General Partner of the Partnership.





Basis of Accounting and
Fiscal Year





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





Accounting Standards
Codification





In June
2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting
Standards Codification (the “Codification”). Effective July 1, 2009, the
Codification is the single source of authoritative accounting principles
recognized by FASB to be applied by nongovernmental entities in the preparation
of financial statements in conformity with U.S. generally accepted accounting
principles (“GAAP”).  The Codification is intended to reorganize,
rather than change, existing GAAP.  Accordingly, all references to
currently existing GAAP have been removed and have been replaced with plain
English explanations of the Partnership’s accounting policies.  The
adoption of the Codification did not have a material impact on the Partnership’s
financial position or results of operations.





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 assesses the carrying value of its investment in local partnerships
at least annually in the fourth quarter of its fiscal year or whenever there are
indications that a permanent impairment may have occurred.  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 (unless the impairment is considered to be temporary) and
includes such reduction in equity in loss of investment in local
partnerships.  Impairment is measured by comparing the investment
carrying amount to 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 as defined by the
Codification, because the Partnership is not considered the primary
beneficiary.  The Partnership's balance in investment in local
partnerships represents the maximum exposure to loss in connection with such
investments.  The Partnership's exposure to loss on the Local
Partnerships is mitigated by the condition and financial performance of the
underlying Properties as well as the financial strength of the local general
partners (the “Local General Partners”).


24





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


MARCH
30, 2010, 2009 AND 2008





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





Advances
and additional capital contributions (collectively the “Advances”) that are not
required under the terms of the Local Partnerships’ partnership agreements but
which are made to the Local Partnerships are recorded as investment in local
partnerships.  Certain 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.





Fair Value
Measurement





ASC Topic
820 defines fair value, establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value
measurements.  ASC Topic 820 applies to other accounting
pronouncements that require or permit fair value measurements. Accordingly, ASC
Topic 820 does not require any new fair value measurements.  ASC Topic
820 is effective for fiscal years beginning after November 15,
2007.  The Partnership adopted ASC Topic 820 effective March 31,
2008.  On February 6, 2008 FASB deferred the effective date of ASC
Topic 820 by one year for nonfinancial assets and liabilities that are
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis.  The partial adoption of ASC Topic 820 for
financial assets and liabilities did not have a material impact on the
Partnership’s financial position, results of operations or cash
flows.  The Partnership adopted ASC Topic 820 as of March 31,
2008, with the exception of the application of this topic to nonrecurring
nonfinancial assets and nonfinancial liabilities.  Nonrecurring
nonfinancial assets and liabilities for which the Partnership had not applied
the provisions of ASC Topic 820 include investment in local partnerships, which
is accounted for under the equity method of accounting.  The
Partnership’s full adoption of ASC Topic 820 as of March 31, 2009 did not have
an impact on its financial statements.





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.





Investment in Mutual
Fund





The
Partnership carries its investment in mutual fund at estimated fair
value.  Capital gains (losses) are included in (offset against)
interest revenue.  Investment in mutual fund is classified as
available-for-sale and unrealized gains or losses are included as items of
comprehensive income (loss) and are reported as a separate component of owners'
equity (deficit).





Investments in
Bonds





Investments
in bonds were classified as available-for-sale and represented investments that
the Partnership’s intended to hold for an indefinite period of time but not
necessarily to maturity.  Any decision to sell an investment was based
on various factors, including significant movements in interest rates and
liquidity needs.  Investments in bonds were 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 were 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 were included in interest revenue.  Realized gain (loss)
on redemptions or sales of investments in bonds were included in, or offset
against, interest revenue on the basis of the adjusted cost of each specific
investment redeemed or sold.  All such investments had matured as of
March 30, 2008.


25





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


MARCH
30, 2010, 2009 AND 2008





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





Income
Taxes





The
Partnership is a pass-through entity for income tax purposes and, as such, is
not subject to income taxes.  Rather, all items of taxable income and
deductions are passed through to and are reported by its owners on their
respective income tax returns.  The Partnership’s federal tax status
as a pass-through entity is based on its legal status as a
partnership.  Accordingly, the Partnership is not required to take any
tax positions in order to qualify as a pass-through entity.  The
Partnership is required to file and does file tax returns with the Internal
Revenue Service and other taxing authorities.  Accordingly, these
financial statements do not reflect a provision for income taxes and the
Partnership has no other tax positions which must be considered for
disclosure.  In accordance with ASC Topic 740; Subtopic 10, the
Partnership has included in Note 8 disclosures related to differences in the
financial and tax bases of accounting.





ASC Topic
740; Subtopic 10 requires all taxpayers to analyze all material positions they
have taken or plan to take in all tax returns that have been filed or should
have been filed with all taxing authorities for all years still subject to
challenge by those taxing authorities.  If the position taken is
“more-likely-than-not” to be sustained by the taxing authority on its technical
merits and if there is more than a 50% likelihood that the position would be
sustained if challenged and considered by the highest court in the relevant
jurisdiction, the tax consequences of that position should be reflected in the
taxpayer’s GAAP financial statements.  Because the Partnership is a
pass-through entity and is not required to pay income taxes, ASC Topic 740;
Subtopic 10 does not currently have any impact on its financial
statements.





Use of
Estimates





The
preparation of financial statements in conformity with GAAP 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.





Recent Accounting
Pronouncements





ASC Topic
825; Subtopic 10 permits entities to choose to measure many financial
instruments and certain other items at fair value.  The fair value
election is designed to improve financial reporting by providing entities with
the opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  ASC Topic 825; Subtopic 10 is effective for
fiscal years beginning after November 15, 2007.  On March 31, 2008,
the Partnership adopted ASC Topic 825; Subtopic 10 and elected not to apply the
provisions to its eligible financial assets and financial liabilities on the
date of adoption.  Accordingly, the initial application of ASC Topic
825; Subtopic 10 had no effect on the Partnership’s financial
statements.





ASC Topic
825; Subtopic 10 requires disclosure about the method and significant
assumptions used to establish the fair value of financial instruments for
interim reporting periods as well as annual statements.  ASC Topic
825; Subtopic 10 is effective for the Partnership as of June 30, 2009 and its
adoption did not impact the Partnership’s financial condition or results of
operations.  The Partnership had no financial instruments during any
interim reporting period during the year ended March 30, 2010.





In May
2009, FASB issued guidance regarding subsequent events, which was subsequently
updated in February 2010. This guidance established general guidelines of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be
issued.  In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
was effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 29, 2009. The adoption did not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the financial statements.  In
February 2010, FASB amended its guidance on subsequent events to remove the
requirement to disclose the date through which an entity has evaluated
subsequent events, alleviating conflicts with current SEC guidance. This
amendment was effective immediately and therefore the Partnership did not
include the disclosure in the notes to the accompanying financial
statements.


26


AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 1.
              Organization,
      Purpose and Summary of Significant Accounting Policies
      (Continued)
 
 ASC Topic
810; Subtopic 10 amends existing consolidation guidance for variable interest
entities, requires ongoing reassessment to determine whether a variable interest
entity must be consolidated, and requires additional disclosures regarding
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement.  ASC Topic 810; Subtopic 10 is
effective for the Partnership’s fiscal year beginning March 31, 2010 and its
adoption did not have an impact on the Partnership’s financial
statements.
 
 In
January 2010, ASC Topic 820 was amended to increase disclosure requirements
regarding recurring and nonrecurring fair value measurements.  The
Partnership adopted ASC Topic 820, as amended, for the period ending March 30,
2010, except for the disclosures about activity in Level 3 fair value
measurements which is effective for the Partnership’s fiscal year beginning
March 31, 2010.  The initial adoption of ASC Topic 820 and the full
implementation thereof did not have a material impact on the Partnership’s
financial statements.
 
 Reclassifications
 
 Certain
prior year Local Partnership balances (see Note 6) have been reclassified to
conform to the current year presentation.
 
 2.
              Capital
      Contributions
 
 On May
11, 1988, the Partnership commenced the offering of units (the "Units") through
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Selling
Agent").  On August 19, 1988 and November 15, 1988, under the terms of
the Amended and Restated Agreement of Limited Partnership of the Partnership
(the "Partnership Agreement"), the General Partner admitted the 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 General Partner contributed $100 to the
Partnership.
 
 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, 2010, the Partnership has $295,778 in cash and cash
equivalents.  Of such amount, $255,966 is held in accounts at two
financial institutions in which the aggregate amount on deposit at each
institution is insured up to $250,000 by the Federal Deposit Insurance
Corporation (“FDIC”).  The entire amount is FDIC insured as of March
30, 2010.  The remaining $39,812 is held in a financial institution in
which such amount is invested in a portfolio of securities that are direct
obligations of the U.S. Treasury and are backed by the full faith and credit of
the United States of America.
 
 4.
              Investment
      in Mutual Fund
 
 The
Partnership carries its investment in mutual fund (the “Fund”) at estimated fair
value.  The Fund is a short duration bond fund organized as a
non-diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended, that seeks maximum current income consistent with liquidity and
stability of principal.  In selecting portfolio securities for the
Fund, the investment advisor of the Fund (the “Advisor”) will select investments
so that substantially all of the Fund’s assets will be rated “A” or better by a
nationally recognized statistical rating organization (“NRSRO”) such as Moody’s
Investor Services, Inc. (“Moody’s”) and/or by Standard & Poor’s Financial
Services, LLC (“S&P”) or, if a rating is not available, deemed to be of
comparable quality by the Advisor.  It is anticipated that
approximately 90% or more of the Fund’s assets (excluding floating rate or fixed
to float securities issued by banking institutions having assets in excess of
$200 billion) will be rated “AA” or better by an NRSRO or, if a rating is not
available, deemed to be of comparable quality by the Advisor.  The
Fund is valued at $10 per share in the accompanying balance sheet as of March
30, 2010.
 The
Advisor is an affiliate of the General Partner.  For its services, the
Advisor is entitled to receive an annual advisory fee of 0.50% of the average
daily net assets of the Fund.  The Advisor may, in its discretion,
voluntarily waive its fees or reimburse certain Fund expenses; however, the
Advisor is not required to do so.  The Advisor has waived 60% of its
fee earned through March 30, 2010.
  27
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 4.
              Investment
      in Mutual Fund (Continued)
 
 The
Codification clarifies the principle that fair value should be based on the
assumptions that market participants would use when pricing the asset or
liability and establishes the following fair value hierarchy:
 
 Level 1
inputs utilize quoted prices (unadjusted) in active markets for identical assets
or liabilities that the Partnership has the ability to access;
 
 Level 2
inputs may include quoted prices for similar assets and liabilities in active
markets, as well as interest rates and yield curves that are observable at
commonly quoted intervals; and
 
 Level 3
inputs are unobservable inputs for the asset or liability that are typically
based on an entity’s own assumptions as there is little, if any, related market
activity.
 
 For
instances in which the determination of the fair value measurement is based on
inputs from different levels of the fair value hierarchy, the fair value
measurement will fall within the lowest level input that is significant to the
fair value measurement in its entirety.
 
 The fair
value of the Partnership’s investment in mutual fund is classified within
Level 1 of the fair value hierarchy of the guidance on Fair Value
Measurements.  No other assets or liabilities of the Partnership are
measured at fair value under the guidance on Fair Value Measurements as of March
30, 2010 and 2009.
 
 5.
              Investments
      in Bonds
 
 The
Partnership carried its investments in bonds as available-for-sale because such
investments were used to facilitate and provide flexibility for the
Partnership's obligations, including resolving circumstances that may have
arisen in connection with the Local Partnerships.  All such
investments had matured and/or been redeemed or sold as of March 30,
2008.
 
 6.
              Investment
      in Local Partnerships
 
 As of
March 30, 2010, the Partnership owns a Local Partnership Interest in the
following Local Partnerships:
 
 1.
              Cityside
      Apartments, L.P. (“Cityside”)*;
 2.
              Cobbet
      Hill Associates Limited Partnership
(“Cobbet”)*;
 3.
              Dunbar
      Limited Partnership;
 4.
              Dunbar
      Limited Partnership No. 2;
 5.
              Federal
      Apartments Limited Partnership
(“Federal”);
 6.
              Golden
      Gates Associates;
 7.
              Gulf
      Shores Apartments Ltd.;
 8.
              Madison-Bellefield
      Associates (“Madison-Bellefield”);
 9.
              Santa
      Juanita Limited Dividend Partnership L.P. (“Santa Juanita”);
      and
 10.
              Vista
      del Mar Limited Dividend Partnership L.P. (“Vista del
    Mar”).
 
 *Affiliates
of the General Partner are a general partner of and/or provide services to the
Local Partnership.
 
 Although
the Partnership generally owns a 98.9% - 99% Local Partnership Interest in the
Local Partnerships, the Partnership and American Tax Credit Properties II L.P.
("ATCP II"), a Delaware limited partnership whose general partner is affiliated
with the General Partner, together, in the aggregate, own a 99% interest in
Santa Juanita; the ownership percentages of the Partnership and ATCP II of Santa
Juanita are 34.64% and 64.36%, respectively.
  28
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico.  The rents of the Properties 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, as of March
30, 2010 the Partnership is committed to make capital contributions in the
aggregate amount of $36,228,149, which includes Advances to certain Local
Partnerships and all of which has been paid.  As of December 31, 2009,
the Local Partnerships have outstanding mortgage loans payable totaling
approximately $49,482,000 and accrued interest payable on such loans totaling
approximately $14,975,000, which are secured by security interests and liens
common to mortgage loans on the Local Partnerships' real property and other
assets.
 
 Equity in
loss of investment in local partnerships is limited to the Partnership's
investment balance in each Local Partnership; any excess is applied to other
partners' capital in any such Local Partnership (see Note 1).  The
amount of such excess losses applied to other partners' capital was $3,007,303,
$3,519,891 and $3,215,424 for the years ended December 31, 2009, 2008 and 2007,
respectively, as reflected in the combined statements of operations of the Local
Partnerships herein Note 6.
 
 The
difference between the Partnership’s investment in local partnerships as of
March 30, 2010 and 2009 and the amounts reflected as the Partnership’s
investment balance in the combined balance sheets of the Local Partnerships as
of December 31, 2009 and 2008 herein Note 6 represents cumulative carrying value
adjustments made by the Partnership (see Note 1) in the amount of
$596,586.
 
 In
November 2009, the Partnership sold its Local Partnership Interests in Pine Hill
Estates Limited Partnership (“Pine Hill”) and Winnsboro Homes Limited
Partnership (“Winnsboro”) to affiliates of the Local General Partners of Pine
Hill and Winnsboro for a cumulative price of $217,800.  Such amount is
reflected as gain on sale of limited partner interests/local partnership
properties in the accompanying statement of operations of the Partnership for
the year ended March 30, 2010.  In September 2009, the Partnership
entered into a purchase agreement (the “Purchase Agreement”) to sell its Local
Partnership Interest in Federal to an affiliate of the Local General Partner of
Federal for $334,000.  The Purchase Agreement is subject to the
approval of the United States Department of Housing and Urban Development
(“HUD”) and there can be no assurance that the Local Partnership Interest will
be sold under the terms of the Purchase Agreement.  One of the Local
General Partners of Pine Hill and Winnsboro is the sole Local General Partner of
Federal.  The Partnership’s investment balances in Pine Hill,
Winnsboro and Federal, after cumulative equity losses, became zero during the
years ended March 30, 1997, 1998 and 1997, respectively.
 
 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 of Cobbet have informed MHFA that they would transfer the
ownership of the Property to the unaffiliated management agent or to other
parties, which might 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, 2009, Cobbet has accumulated over $9,050,000 of arrearages and other charges
on the first mortgage; as a result of the default, principal and accrued
interest in excess of $23,000,000 in connection with the first mortgage, the
SHARP Operating Loan and the ODL are considered currently
due.  Cumulative Advances made by the Partnership to Cobbet as of
March 30, 2010 and 2009 total $392,829, none of which were made during the three
year period ended March 30, 2010.  Such Advances were recorded as
investment in local partnerships and were written off as additional equity in
loss of investment in local partnerships.     The
Partnership’s investment balance in Cobbet, after cumulative equity losses,
became zero during the year ended March 30, 1994.
 
 During
the year ended March 30, 2008, the Partnership made an Advance of $266,286 to
Vista del Mar in connection with a restructuring of Vista del Mar’s HUD-insured
first mortgage.  Such Advance was recorded as investment in local
partnerships and was written off as additional equity in loss of investment in
local partnerships.  The Partnership’s investment balance in Vista del
Mar, after cumulative equity losses, became zero during the year ended March 30,
2001.  Vista del Mar has made certain payments to the Partnership
during the years ended March 30, 2010 and 2009, with interest, in connection
with the Advance.  All amounts received by the Partnership have been
recorded as other income from local partnerships in the accompanying statements
of operations of the Partnership for the years ended March 30, 2010 and
2009.
  29
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 The
Property owned by 4611 South Drexel Limited Partnership (“South Drexel”) was
sold during the year ended March 30, 2007, in connection with which the
Partnership received cash and recognized a gain of $613,216.  Of such
amount, $11,547 was received during the year ended March 30,
2008.  The Partnership’s investment balance in South Drexel, after
cumulative equity losses, became zero during the year ended March 30,
1996.
 
 The
combined balance sheets of the Local Partnerships as of December 31, 2009 and
2008 and the combined statements of operations of the Local Partnerships for the
years ended December 31, 2009, 2008 and 2007 are reflected on pages 31 and 32,
respectively.
  30
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 The
combined balance sheets of the Local Partnerships as of December 31, 2009 and
2008 are as follows:
 
 2009
                  
                  
                  2008ASSETSCash
      and cash equivalents
                  
                  $
                  779,375
                  
                  
                  $
                  645,460Rents
      receivable
                  
                  
                  97,266
                  
                  
                  
                  143,602Escrow
      deposits and reserves
                  
                  
                  3,854,262
                  
                  
                  
                  4,289,225Land
                  
                  
                  2,406,862
                  
                  
                  
                  2,476,862Buildings
      and improvements (net of accumulated depreciation of $58,615,916 and
      $59,552,013)
                  
                  
                  22,604,712
                  
                  
                  
                  26,849,471Intangible
      assets (net of accumulated amortization of $504,340 and
      $489,426)
                  
                  
                  621,561
                  
                  
                  
                  763,201Other
      assets
                  
                  
                  535,269
                  
                  
                  
                  595,014$
                  30,899,307
                  
                  
                  $
                  35,762,835LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  1,121,812
                  
                  
                  $
                  1,095,096Due
      to related parties
                  
                  
                  4,143,753
                  
                  
                  
                  4,712,582Mortgage
      loans
                  
                  
                  49,482,089
                  
                  
                  
                  54,374,460Notes
      payable
                  
                  
                  1,301,342
                  
                  
                  
                  1,302,543Accrued
      interest
                  
                  
                  14,975,202
                  
                  
                  
                  13,674,386Other
      liabilities
                  
                  
                  235,528
                  
                  
                  
                  249,33571,259,726
                  
                  
                  
                  75,408,402Partners'
      equity (deficit)American
      Tax Credit Properties L.P.Capital
      contributions, net of distributions
                  
                  
                  23,104,418
                  
                  
                  
                  23,908,878Cumulative
      loss
                  
                  
                  (22,237,063
                  )
                  
                  
                  (23,097,805
                  )867,355
                  
                  
                  
                  811,073General
      partners and other limited partnersCapital
      contributions, net of distributions
                  
                  
                  919,795
                  
                  
                  
                  1,113,781Cumulative
      loss
                  
                  
                  (42,147,569
                  )
                  
                  
                  (41,570,421
                  )(41,227,774
                  )
                  
                  
                  (40,456,640
                  )(40,360,419
                  )
                  
                  
                  (39,645,567
                  )$
                  30,899,307
                  
                  
                  $
                  35,762,835
  31
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 The
combined statements of operations of the Local Partnerships for the years ended
December 31, 2009, 2008 and 2007
are as follows:
 
 2009
                  
                  
                  2008
                  
                  
                  2007REVENUERental
                  
                  $
                  11,431,839
                  
                  
                  $
                  11,210,753
                  
                  
                  $
                  11,101,351Interest
      and other
                  
                  
                  272,470
                  
                  
                  
                  238,868
                  
                  
                  
                  256,493TOTAL
      REVENUE
                  
                  
                  11,704,309
                  
                  
                  
                  11,449,621
                  
                  
                  
                  11,357,844EXPENSESAdministrative
                  
                  
                  2,525,280
                  
                  
                  
                  2,570,853
                  
                  
                  
                  2,299,410Utilities
                  
                  
                  1,381,485
                  
                  
                  
                  1,387,111
                  
                  
                  
                  1,295,784Operating
      and maintenance
                  
                  
                  2,865,897
                  
                  
                  
                  3,225,325
                  
                  
                  
                  3,361,434Taxes
      and insurance
                  
                  
                  1,045,516
                  
                  
                  
                  1,058,450
                  
                  
                  
                  1,073,980Financial
                  
                  
                  3,483,214
                  
                  
                  
                  3,485,837
                  
                  
                  
                  3,667,574Depreciation
      and amortization
                  
                  
                  3,421,887
                  
                  
                  
                  3,345,616
                  
                  
                  
                  3,285,059TOTAL
      EXPENSES
                  
                  
                  14,723,279
                  
                  
                  
                  15,073,192
                  
                  
                  
                  14,983,241NET
      LOSS
                  
                  $
                  (3,018,970
                  )
                  
                  $
                  (3,623,571
                  )
                  
                  $
                  (3,625,397
                  )NET
      INCOME (LOSS) ATTRIBUTABLE TOAmerican
      Tax Credit Properties L.P.
                  
                  $
                  56,282
                  
                  
                  $
                  (17,924
                  )
                  
                  $
                  (336,032
                  )General
      partners and other limited partners (includes Partnership loss in excess
      of investment of $3,007,303,  $3,519,891 and
      $3,215,424)
                  
                  
                  (3,075,252
                  )
                  
                  
                  (3,605,647
                  )
                  
                  
                  (3,289,365
                  )$
                  (3,018,970
                  )
                  
                  $
                  (3,623,571
                  )
                  
                  $
                  (3,625,397
                  )
  32
  AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 Investment
activity with respect to each Local Partnership for the year ended March 30,
2010 is as follows:
 
 Name of Local Partnership
                  
                  Investment in
                    Local
                    Partnership
                    balance as of
                    March 30,
                    2009
                  
                  
                  Investments
                    (voluntary
                    advances)
                    during the year
                    ended
                    March 30,
                    2010
                  
                  
                  Partnership's
                      equity in
                      incomefor the
                      year ended
                      March 30,
                      2010
                  
                  
                  Cash
                      distributions
                      received during
                      the year ended
                      March 30,
                      2010
                  
                  
                  Cash
                      distributions
                      classified as
                      other income
                      during the
                      year ended
                      March 30,
                      2010
                  
                  
                  Investment in
                    Local
                    Partnership
                    balance as of
                    March 30,
                    2010Cityside
      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)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Golden
      Gates Associates
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Gulf
      Shores Apartments Ltd.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (2,500
                  )
                  
                  
                  2,500
                  
                  
                  
                  —Madison-Bellefield
      Associates
                  
                  
                  214,487
                  
                  
                  
                  —
                  
                  
                  
                  56,282
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  270,769Pine
      Hill Estates Limited Partnership
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (2,500
                  )
                  
                  
                  2,500
                  
                  
                  
                  —Santa
      Juanita Limited Dividend Partnership L.P.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Vista
      del Mar Limited Dividend Partnership L.P.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (28,721
                  )
                  
                  
                  28,721
                  
                  
                  
                  —Winnsboro
      Homes Limited Partnership
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (2,500
                  )
                  
                  
                  2,500
                  
                  
                  
                  —$
                  214,487
                  
                  
                  $
                  —
                  
                  
                  $
                  56,282
                  
                  
                  $
                  (36,221
                  )
                  
                  $
                  36,221
                  
                  
                  $
                  270,769
 
 (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.
  33
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment
      in Local Partnerships (Continued)
 
 Investment
activity with respect to each Local Partnership for the year ended March 30,
2009 is as follows:
 
 Name of Local Partnership
                  
                  Investment in
                    Local
                    Partnership
                    balance as of
                    March 30,
                    2008
                  
                  
                  Investments
                    (voluntary
                    advances)
                    during the year
                    ended
                    March 30,
                    2009
                  
                  
                  Partnership's
                      equity in
                      loss for the
                      yearended
                      March 30,
                      2009
                  
                  
                  Cash
                      distributions
                      received during
                      the year ended
                      March 30,
                      2009
                  
                  
                  Cash
                      distributions
                      classified as
                      other income
                      during the
                      year ended
                      March 30,
                      2009
                  
                  
                  Investment in
                    Local
                    Partnership
                    balance as of
                    March 30,
                    2009Cityside
      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)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Golden
      Gates Associates
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Gulf
      Shores Apartments Ltd.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Madison-Bellefield
      Associates
                  
                  
                  232,411
                  
                  
                  
                  —
                  
                  
                  
                  (17,924
                  )
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  214,487Pine
      Hill Estates Limited Partnership
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (2,500
                  )
                  
                  
                  2,500
                  
                  
                  
                  —Santa
      Juanita Limited Dividend Partnership L.P.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Vista
      del Mar Limited Dividend Partnership L.P.
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  (28,721
                  )
                  
                  
                  28,721
                  
                  
                  
                  —Winnsboro
      Homes Limited Partnership
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  (1)
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —$
                  232,411
                  
                  
                  $
                  —
                  
                  
                  $
                  (17,924
                  )
                  
                  $
                  (31,221
                  )
                  
                  $
                  31,221
                  
                  
                  $
                  214,487
 
 (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.
  34
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment in Local
      Partnerships (Continued)
 
 Property
information for each Local Partnership as of December 31, 2009 is as
follows:
 
 Name of Local Partnership
                            
                            Mortgage
                                loans payable
                            
                            
                            Land
                            
                            
                            Buildings and
                                improvements
                            
                            
                            Accumulated
                                depreciationCityside
      Apartments, L.P.
                            
                            $
                            6,215,599
                            
                            
                            
                            131,591
                            
                            
                            
                            14,008,843
                            
                            
                            
                            (10,124,521
                            )Cobbet
      Hill Associates Limited Partnership
                            
                            
                            12,818,125
                            
                            
                            
                            504,683
                            
                            
                            
                            17,209,417
                            
                            
                            
                            (12,863,704
                            )Dunbar
      Limited Partnership
                            
                            
                            4,892,499
                            
                            
                            
                            117,126
                            
                            
                            
                            7,307,029
                            
                            
                            
                            (4,911,808
                            )Dunbar
      Limited Partnership No. 2
                            
                            
                            5,227,689
                            
                            
                            
                            131,920
                            
                            
                            
                            7,593,407
                            
                            
                            
                            (5,337,424
                            )Federal
      Apartments Limited Partnership
                            
                            
                            5,756,282
                            
                            
                            
                            279,750
                            
                            
                            
                            9,096,875
                            
                            
                            
                            (6,652,119
                            )Golden
      Gates Associates
                            
                            
                            4,212,731
                            
                            
                            
                            29,585
                            
                            
                            
                            6,009,830
                            
                            
                            
                            (4,552,173
                            )Gulf
      Shores Apartments Ltd.
                            
                            
                            1,425,518
                            
                            
                            
                            172,800
                            
                            
                            
                            1,802,416
                            
                            
                            
                            (1,370,053
                            )Madison-Bellefield
      Associates
                            
                            
                            1,987,478
                            
                            
                            
                            245,000
                            
                            
                            
                            6,188,464
                            
                            
                            
                            (4,503,411
                            )Santa
      Juanita Limited Dividend Partnership L.P.
                            
                            
                            1,364,786
                            
                            
                            
                            228,718
                            
                            
                            
                            2,494,614
                            
                            
                            
                            (1,795,971
                            )Vista
      del Mar Limited Dividend Partnership L.P.
                            
                            
                            5,581,382
                            
                            
                            
                            565,689
                            
                            
                            
                            9,509,733
                            
                            
                            
                            (6,504,732
                            )$
                            49,482,089
                            
                            
                            $
                            2,406,862
                            
                            
                            $
                            81,220,628
                            
                            
                            $
                            (58,615,916
                            )
 
 Property
information for each Local Partnership as of December 31, 2008 is as
follows:
 
 Name of Local Partnership
                                
                                Mortgage
                                    loans payable
                                
                                
                                Land
                                
                                
                                Buildings and
                                    improvements
                                
                                
                                Accumulated
                                    depreciationCityside
      Apartments, L.P.
                                
                                $
                                6,435,994
                                
                                
                                
                                131,591
                                
                                
                                
                                14,008,477
                                
                                
                                
                                (9,619,846
                                )Cobbet
      Hill Associates Limited Partnership
                                
                                
                                12,969,740
                                
                                
                                
                                504,683
                                
                                
                                
                                17,143,387
                                
                                
                                
                                (12,204,549
                                )Dunbar
      Limited Partnership
                                
                                
                                4,898,560
                                
                                
                                
                                117,126
                                
                                
                                
                                7,266,843
                                
                                
                                
                                (4,593,077
                                )Dunbar
      Limited Partnership No. 2
                                
                                
                                5,232,497
                                
                                
                                
                                131,920
                                
                                
                                
                                7,507,820
                                
                                
                                
                                (5,027,758
                                )Federal
      Apartments Limited Partnership
                                
                                
                                5,776,587
                                
                                
                                
                                279,750
                                
                                
                                
                                9,052,752
                                
                                
                                
                                (6,295,019
                                )Golden
      Gates Associates
                                
                                
                                4,257,515
                                
                                
                                
                                29,585
                                
                                
                                
                                5,934,813
                                
                                
                                
                                (4,325,128
                                )Gulf
      Shores Apartments Ltd.
                                
                                
                                1,434,070
                                
                                
                                
                                172,800
                                
                                
                                
                                1,802,416
                                
                                
                                
                                (1,286,643
                                )Madison-Bellefield
      Associates
                                
                                
                                2,190,175
                                
                                
                                
                                245,000
                                
                                
                                
                                6,155,606
                                
                                
                                
                                (4,281,831
                                )Pine
      Hill Estates Limited Partnership
                                
                                
                                2,164,894
                                
                                
                                
                                40,000
                                
                                
                                
                                3,969,099
                                
                                
                                
                                (2,792,117
                                )Santa
      Juanita Limited Dividend Partnership L.P.
                                
                                
                                1,420,421
                                
                                
                                
                                228,718
                                
                                
                                
                                2,490,949
                                
                                
                                
                                (1,693,825
                                )Vista
      del Mar Limited Dividend Partnership L.P.
                                
                                
                                5,602,246
                                
                                
                                
                                565,689
                                
                                
                                
                                8,906,517
                                
                                
                                
                                (6,130,653
                                )Winnsboro
      Homes Limited Partnership
                                
                                
                                1,991,761
                                
                                
                                
                                30,000
                                
                                
                                
                                2,162,805
                                
                                
                                
                                (1,301,567
                                )$
                                54,374,460
                                
                                
                                $
                                2,476,862
                                
                                
                                $
                                86,401,484
                                
                                
                                $
                                (59,552,013
                                )
  35
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 6.
              Investment in Local
      Partnerships (Continued)
 
 The
summary of property activity during the year ended December 31, 2009 is as
follows:
  Balance as of
                      December 31, 2008
                  
                  
                  Net change
                      during the year ended
                      December 31, 2009
                  
                  
                  Balance as of
                      December 31, 2009Land
                  
                  $
                  2,476,862
                  
                  
                  $
                  (70,000
                  )
                  
                  $
                  2,406,862Buildings
      and improvements
                  
                  
                  86,401,484
                  
                  
                  
                  (5,180,856
                  )
                  
                  
                  81,220,62888,878,346
                  
                  
                  
                  (5,250,856
                  )
                  
                  
                  83,627,490Accumulated
      depreciation
                  
                  
                  (59,552,013
                  )
                  
                  
                  936,097
                  
                  
                  
                  (58,615,916
                  )$
                  29,326,333
                  
                  
                  $
                  (4,314,759
                  )
                  
                  $
                  25,011,574
 
 The
equity in income recognized by the Partnership for the year ended March 30, 2010
in connection with Madison-Bellefield represents more than 20% of the
Partnership’s net loss for such period.  The following financial
information represents certain balance sheet and operating statement data of
Madison-Bellefield as of and for the year ended December 31, 2009:
 
 Total
      assets
                    
                    $
                    2,384,770Total
      liabilities
                    
                    $
                    2,121,157Revenue
                    
                    $
                    1,402,980Net
      income
                    
                    $
                    56,850
 
 7.
              Transactions
      with General Partner and Affiliates
 
 Pursuant
to the Partnership Agreement, the Partnership incurs an annual management fee
(the “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 in the period ended March 30,
2010.  Unpaid Management Fees in the amount of $169,333 and $43,867
are included in payable to general partner and affiliates in the accompanying
balance sheets as of March 30, 2010 and 2009, respectively.
 
 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 (the "Administration Fee") in
the amount of $152,758 and an annual additional administration fee (the
“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 in the period ended March 30,
2010.  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 $200,073 and
$41,856 are included in payable to general partner and affiliates in the
accompanying balance sheets as of March 30, 2010 and 2009,
respectively.
 
 For the
years ended December 31, 2009, 2008 and 2007, Cityside paid and/or incurred the
following amounts to an affiliate of the General Partner in connection with
services provided to Cityside:
 
 2009
                  
                  
                  2008
                  
                  
                  2007Paid
                  
                  
                  Incurred
                  
                  
                  Paid
                  
                  
                  Incurred
                  
                  
                  Paid
                  
                  
                  IncurredProperty
      management fees
                  
                  $
                  89,329
                  
                  
                  $
                  100,947
                  
                  
                  $
                  91,139
                  
                  
                  $
                  93,015
                  
                  
                  $
                  88,844
                  
                  
                  $
                  88,844
  36
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 8.
              Taxable
      Loss
 
 A
reconciliation of the financial statement net loss of the Partnership for the
years ended March 30, 2010, 2009 and 2008 to the tax return income (loss) for
the years ended December 31, 2009, 2008 and 2007 is as follows:
 
 2010
                  
                  
                  2009
                  
                  
                  2008Financial
      statement net loss for the years ended March 30, 2010, 2009 and
      2008
                  
                  $
                  (181,569
                  )
                  
                  $
                  (455,469
                  )
                  
                  $
                  (750,598
                  )Add
      (less) net transactions occurring betweenJanuary
      1, 2007 to March 30, 2007
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (79,383
                  )January
      1, 2008 to March 30, 2008
                  
                  
                  —
                  
                  
                  
                  (126,095
                  )
                  
                  
                  126,095January
      1, 2009 to March 30, 2009
                  
                  
                  (112,288
                  )
                  
                  
                  112,288
                  
                  
                  
                  —January
      1, 2010 to March 30, 2010
                  
                  
                  118,151
                  
                  
                  
                  —
                  
                  
                  
                  —Adjusted
      financial statement net loss for the years ended December 31, 2009, 2008
      and 2007
                  
                  
                  (175,706
                  )
                  
                  
                  (469,276
                  )
                  
                  
                  (703,886
                  )Adjustment
      to management and administration fees pursuant to Internal Revenue Code
      Section 267
                  
                  
                  (52,036
                  )
                  
                  
                  334,735
                  
                  
                  
                  —Differences
      arising from equity in loss of investment in local
      partnerships
                  
                  
                  (1,615,979
                  )
                  
                  
                  (2,228,519
                  )
                  
                  
                  (3,120,684
                  )Differences
      in gain (loss) on sale of limited partner interests/local partnership
      properties
                  
                  
                  2,340,588
                  
                  
                  
                  (668,278
                  )
                  
                  
                  11,547Other
      income from local partnerships
                  
                  
                  (57,762
                  )
                  
                  
                  (5,000
                  )
                  
                  
                  (11,250
                  )Interest
      on Advance to Local Partnership recorded for tax purposes
                  
                  
                  31,552
                  
                  
                  
                  —
                  
                  
                  
                  —Non-deductible
      flow-through expenses
                  
                  
                  99
                  
                  
                  
                  50
                  
                  
                  
                  —Other
      differences
                  
                  
                  (818
                  )
                  
                  
                  5,240
                  
                  
                  
                  (10,221
                  )Tax
      return income (loss) for the years ended December 31, 2009, 2008 and
      2007
                  
                  $
                  469,938
                  
                  
                  $
                  (3,031,048
                  )
                  
                  $
                  (3,834,494
                  )
 
 The
differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2009 and 2008 are as
follows:
 
 2009
                  
                  
                  2008Investment
      in local partnerships - financial reporting
                  
                  $
                  270,769
                  
                  
                  $
                  214,487Investment
      in local partnerships - tax
                  
                  
                  (30,246,794
                  )
                  
                  
                  (31,020,185
                  )$
                  30,517,563
                  
                  
                  $
                  31,234,672
 
 Payable
to general partner and affiliates in the accompanying balance sheets represents
accrued management and administration fees, which are not deductible for tax
purposes until paid pursuant to Internal Revenue Code Section
267.
  37
 
 AMERICAN
TAX CREDIT PROPERTIES L.P.
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 MARCH
30, 2010, 2009 AND 2008
 
 9.
              Fair
      Value of Financial Instruments
 
 The
estimated fair value amounts have been determined using available market
information, assumptions, estimates and valuation methodologies.
 
 Investment in Mutual
Fund
 
 The
investment in mutual fund is carried at estimated fair value.
 
 Cash andCashEquivalents
 
 The
carrying amount approximates fair value.
  38







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





None.





Item
9A.  Controls and
Procedures.





Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed by Registrant in reports that
Registrant files or submits under the Exchange Act is recorded, processed,
summarized and timely reported as provided in SEC rules and forms. 
Registrant periodically reviews the design and effectiveness of its disclosure
controls and procedures, including compliance with various laws and regulations
that apply to its operations.  Registrant makes modifications to improve
the design and effectiveness of its disclosure controls and procedures, and may
take other corrective action, if its reviews identify a need for such
modifications or actions.  In designing and evaluating the disclosure
controls and procedures, Registrant recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives.




Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of Richman Tax, of the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act), as of the year ended March 30,
2010.  Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer of Richman Tax concluded that Registrant’s disclosure controls
and procedures were effective as of March 30, 2010.





Item
9A(T).  Management’s Annual Report
on Internal Control Over Financial Reporting.





Management’s Annual Report
on Internal Control Over Financial Reporting





Registrant
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f).  Under the supervision and with the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of Richman Tax, Registrant conducted an evaluation of the effectiveness
of its internal control over financial reporting based on the framework set
forth in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  Based on its evaluation, management has
concluded that Registrant’s internal control over financial reporting was
effective as of March 30, 2010.




This
Annual Report does not include an attestation report of Registrant’s independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by
Registrant’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit Registrant to provide only management’s report
in this Annual Report.





Changes in Internal Control
Over Financial Reporting





There
were no changes in Registrant’s internal control over financial reporting during
the three months ended March 30, 2010 that have materially affected, or are
reasonably likely to materially affect, Registrant’s internal control over
financial reporting.





Item
9B.   Other
Information.





None.


39


PART
III





Item
10.  Directors,
Executive Officers and Corporate Governance.





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 presentName
              
              capacity since1
              
              Position heldRichard
      Paul Richman
              
              February
      10, 1988
              
              DirectorDavid
      A. Salzman
              
              February
      2, 2001
              
              PresidentJames
      Hussey
              
              January
      20, 2009
              
              Vice
      President and TreasurerGina
      K. Dodge
              
              February
      10, 1988
              
              SecretaryCharles
      L. Krafnick
              
              February
      1, 2001
              
              Assistant
      Treasurer
  
 1





Richard Paul Richman, age 62,
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., the 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., the 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 the 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 49, is
the President of Richman Tax and is a stockholder and the President of Richman
Group.  Mr. Salzman has been employed by Richman Group or an affiliate
since 1986 and is responsible for the acquisition of residential real estate for
syndication for Richman Group.





James Hussey, age 49, is a
Vice President and the Treasurer of Richman Tax.  Mr. Hussey, the Treasurer
of Richman Group, is engaged primarily in the finance operations of Richman
Group.  In addition, Mr. Hussey is a Vice President and the Treasurer of
Richman Asset Management, Inc. (“RAM”), an affiliate of Richman Tax.  Mr.
Hussey’s is engaged primarily in the partnership management and finance
operations of RAM.  Prior to joining RAM, Mr. Hussey, a Certified Public
Accountant, was the Chief Financial Officer of WCI Communities Inc. NE Region
and Spectrum Communities, LLC.  From 1989 to 1998, Mr. Hussey held various
positions with Center Development Corp, a developer of affordable housing in the
New York metropolitan area.





Gina K. Dodge, age 54, is the
Secretary of Richman Tax and a Vice President and the Secretary of Richman
Group.  Ms. Dodge has been employed by Richman Group or an affiliate since
1988 and, as the Director of Investor Services, is responsible for
communications with investors.





Charles L. Krafnick, age 48,
is the Assistant Treasurer of Richman Tax and is the Assistant Treasurer of
Richman Group.  Mr. Krafnick has been employed by Richman Group or an
affiliate since 1994 and is engaged primarily in the finance operations of
Richman Group.  In addition, Mr. Krafnick is the Assistant Treasurer of
RAM.  Mr. Krafnick's responsibilities in connection with RAM include
various finance and partnership management functions.





Registrant
is not aware of any family relationship between the director and executive
officers listed in this Item 10.





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





Mr.
Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the
functions of an audit committee on behalf of Registrant (the “Audit Committee”).
Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an
audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are
not independent under the Nasdaq Stock Market independence standards; however
Registrant believes that each exercises his judgment in the best interest of
Registrant with respect to matters that would ordinarily be passed upon by an
audit committee.


40





Item
10.  Directors,
Executive Officers and Corporate Governance (Continued).





The Board
of Director of Richman Tax has adopted a code of ethics for senior financial
officers of Registrant, applicable to Registrant's principal executive officer,
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions.  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 or accrue any fees,
salaries or other forms of compensation to the officers or director of Richman
Tax and did not pay any such compensation during the year ended March 30, 2010
or during the prior two fiscal years.  During the year ended March 30, 2010
and during the prior two fiscal years, Richman Tax did not pay any compensation
to any of its officers or its director.  The director and certain officers
of Richman Tax receive compensation from certain affiliates of Richman Tax for
services performed for various affiliated entities which may include services
performed for Registrant.





Under the
terms of the Partnership Agreement, Registrant has entered into certain
arrangements with the General Partner and certain of its affiliates which
provide for compensation to be paid to the General Partner and certain of its
affiliates.  See Note 7 to the audited financial statements included in
Item 8 - “Financial Statements and Supplementary Data” of this Annual
Report.





Tabular
information concerning salaries, bonuses and other types of compensation payable
to executive officers has not been included in this Annual Report.  As
noted above, Registrant has no executive officers.  The levels of
compensation payable to the General Partner and/or its affiliates is limited by
the terms of the Partnership Agreement and may not be increased therefrom on a
discretionary basis.





Item
12.  Security
Ownership of Certain Beneficial Owners and Management.





Prizm
Investments and certain affiliates thereof, having the mailing address P.O. Box
47638, Phoenix, Arizona 85068, are the owners of 4,602 Units, representing
approximately 11.1% of all such Units.  As of approximately June 15, 2010,
no person or entity, other than Prizm Investments and certain affiliates
thereof, was known by Registrant to be the beneficial owner of more than five
percent of the Units.





Neither
the General Partner, Richman Tax nor the director or any officer of Richman Tax
own any Units.  Richman Tax is wholly-owned by Richard Paul
Richman.





Item
13.  Certain
Relationships and Related Transactions and Director
Independence.





Transactions with Related
Persons





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 Note 7 to the audited financial
statements included in Item 8 - “Financial Statements and Supplementary Data”
herein.  Such fees will continue to be incurred by Registrant during the
fiscal year ending March 30, 2011.





Review, Approval or
Ratification of Transactions with Related Parties





Pursuant
to the terms of the Partnership Agreement, Registrant has specific
rights and limitations in conducting business with the General Partner and
affiliates.  To date, Registrant has followed such provisions of
the Partnership Agreement.  Registrant's unwritten
policies for transacting business with related parties are
to first refer to the Partnership Agreement in connection
with conducting such business or making payments and then,
if circumstances arise for which a new related party
transaction is contemplated, present the proposed
transaction to certain officers of Richman Tax for review and
approval.  If any matter in connection with such transaction might be
unclear under the terms of the Partnership Agreement, such matter is
presented to general or outside counsel for review prior
to any such transaction being entered into by
Registrant.





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 fiscal years ended March 30, 2010
and 2009.


41





Item
13.  Certain
Relationships and Related Transactions and Director Independence
(Continued).





Corporate
Governance





As
discussed elsewhere in this annual report, Registrant does not have any
directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick
serve on a committee that performs the functions of an audit committee on behalf
of Registrant. Under Nasdaq Stock Market independence standards, Mr. Richman,
Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as
officers of Richman Tax.  Although Mr. Richman, Mr. Hussey and Mr. Krafnick
are not independent under Nasdaq rules, Registrant believes that each exercises
his judgment in the best interest of Registrant with respect to matters that
would ordinarily be passed upon by an audit committee.  Registrant is not a
listed issuer whose securities are listed on a national securities exchange, or
an inter-dealer quotation system which has requirements that a majority of the
board of directors be independent, and Registrant is not required to have an
audit committee which consists of independent directors and meets the other
requirements of the Securities Exchange Act of 1934 and the rules promulgated
thereunder.





Item
14.  Principal
Accountant Fees and Services.





Registrant’s
independent registered public accounting firm billed Registrant the following
fees for professional services rendered in the years ended March 30, 2010 and
2009:





2010
                  
                  
                  2009Audit
      Fees
                  
                  $
                  39,825
                  
                  
                  $
                  43,500Audit-Related
      Fees
                  
                  
                  —
                  
                  
                  
                  —Tax
      Fees
                  
                  $
                  13,275
                  
                  
                  $
                  14,500All
      Other Fees
                  
                  
                  —
                  
                  
                  
                  —





Audit
fees consist of fees for the annual audit and review of Registrant’s financial
statements and assistance with and review of documents filed with the SEC. 
Tax fees generally represent fees for annual tax return preparation.  There
were no other accounting fees incurred by Registrant in fiscal 2010 and
2009.





The Audit
Committee has adopted a set of pre-approval policies and procedures under which,
pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and
permitted non-audit services to be performed by the independent registered
public accounting firm require pre-approval by the Audit Committee.





The Audit
Committee approved all fiscal 2010 and 2009 principal accountant fees and
services.




42





PART
IV





Item
15.  Exhibits and
Financial Statement Schedules





(a) 
Financial
Statements, Financial Statement Schedules and Exhibits





(1) 
Financial
Statements





See Item
8 - “Financial Statements and Supplementary Data.”





(2) 
Financial
Statement Schedules





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





(3) 
Exhibits





Incorporated
      byExhibit
                  
                  Reference to3.1
                  
                  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)4.1
                  
                  Amended
      and Restated Agreement of Limited Partnership of
Registrant
                  
                  Exhibit
      A to Registrant’s Prospectus filed May 6, 1988
                    (File
      No. 33-20391)10.1
                  
                  4611
      South Drexel Limited Partnership Agreement of Limited
      Partnership
                  
                  Exhibit
      10.3 to Form 10-Q Report for the period ended December 30,
      1989
                    (File
      No. 0-17619)10.2
                  
                  B
      & V, Ltd. Fourth Amended and Restated Agreement and Certificate of
      Limited Partnership
                  
                  Exhibit
      10.3 to Form 8-K Report
                    dated
      January 17, 1989
                    (File
      No. 33-20391)10.3
                  
                  B
      & V Phase I, Ltd. Amended and Restated Agreement of Limited
      Partnership
                  
                  Exhibit
      10.1 to Form 10-Q Report for
                    the
      period ended September 29, 1994
                    (File
      No. 0-17619)10.4
                  
                  B
      & V Phase I, Ltd. Assignment of Partnership Interests, Assumption of
      Responsibilities, and
                    Waiver
      of Conditions
                  
                  Exhibit
      10.4 to Form 10-K Report for the year ended March 30, 1997
                    (File
      No. 0-17619)10.5
                  
                  Blue
      Hill Housing Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
                  
                  Exhibit
      10.7 to Form 8-K Report
                    dated
      January 17, 1989
                    (File
      No. 33-20391)10.6
                  
                  Cityside
      Apartments, L.P. Amended and Restated Agreement of Limited
      Partnership
                  
                  Exhibit
      10.3 to Form 10-K Report for
                    the
      year ended March 30, 1990
                    (File
      No. 0-17619)10.7
                  
                  Amendment
      No. 1 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
                  
                  Exhibit
      10.4 to Form 10-K Report for
                    the
      year ended March 30, 1992
                    (File
      No. 0-17619)10.8
                  
                  Amendment
      No. 2 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
                  
                  Exhibit
      10.5 to Form 10-K Report for
                    the
      year ended March 30, 1992
                    (File
      No. 0-17619)


43





Incorporated
      byExhibit
              
              Reference to10.9
              
              Amendment
      No. 3 to Cityside Apartments, L.P. Amended and Restated Agreement of
      Limited Partnership
              
              Exhibit
      10.6 to Form 10-K Report for
                the
      year ended March 30, 1992
                (File
      No. 0-17619)10.10
              
              Cobbet
      Hill Associates Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
              
              Exhibit
      10.4 to Form 10-K Report for
                the
      year ended March 30, 1990
                (File
      No. 0-17619)10.11
              
              Cobbet
      Hill Associates Limited Partnership First Amendment to Amended and
      Restated Agreement and Certificate of Limited Partnership
              
              Exhibit
      10.8 to Form 10-K Report for
                the
      year ended March 30, 1993
                (File
      No. 0-17619)10.12
              
              Cobbet
      Hill Associates Limited Partnership Second Amendment to the Amended and
      Restated Agreement and Certificate of Limited Partnership
              
              Exhibit
      10.9 to Form 10-K Report for
                the
      year ended March 30, 1993
                (File
      No. 0-17619)10.13
              
              Dunbar
      Limited Partnership Second Amended and Restated Agreement of Limited
      Partnership
              
              Exhibit
      10.5 to Form 10-K Report for
                the
      year ended March 30, 1990
                (File
      No. 0-17619)10.14
              
              Dunbar
      Limited Partnership No. 2 Second Amended and Restated Agreement of Limited
      Partnership
              
              Exhibit
      10.6 to Form 10-K Report for
                the
      year ended March 30, 1990
                (File
      No. 0-17619)10.15
              
              Erie
      Associates Limited Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
              
              Exhibit
      10.2 to Form 10-K Report for
                the
      year ended March 30, 1989
                (File
      No. 33-20391)10.16
              
              Federal
      Apartments Limited Partnership Amended and Restated Agreement of Limited
      Partnership
              
              Exhibit
      10.8 to Form 10-K Report for
                the
      year ended March 30, 1990
                (File
      No. 0-17619)10.17
              
              First
      Amendment to Federal Apartments Limited Partnership Amended and Restated
      Agreement of Limited Partnership
              
              Exhibit
      10.14 to Form 10-K Report for the year ended March 30, 1993
                (File
      No. 0-17619)10.18
              
              Second
      Amendment to Federal Apartments Limited Partnership Amended and Restated
      Agreement of Limited Partnership
              
              Exhibit
      10.15 to Form 10-K Report
                for
      the year ended March 30, 1993
                (File
      No. 0-17619)10.19
              
              Golden
      Gates Associates Amended and Restated Agreement of Limited
      Partnership
              
              Exhibit
      10.1 to Form 8-K Report
                dated
      January 17, 1989
                (File
      No. 33-20391)10.20
              
              Grove
      Park Housing, A California Limited Partnership Amended and Restated
      Agreement of Limited Partnership
              
              Exhibit
      10.10 to Form 10-K Report for the year ended March 30, 1990
                (File
      No. 0-17619)10.21
              
              Gulf
      Shores Apartments Ltd. Amended and Restated Agreement and Certificate of
      Limited Partnership
              
              Exhibit
      10.3 to Form 10-K Report for
                the
      year ended March 30, 1989
                (File
      No. 33-20391)


44





Incorporated
      byExhibit
              
              Reference to10.22
              
              Hilltop
      North Associates, A Virginia Limited Partnership Amended and Restated
      Agreement of Limited Partnership
              
              Exhibit
      10.12 to Form 10-K Report
                for
      the year ended March 30, 1990
                (File
      No. 0-17619)10.23
              
              Madison-Bellefield
      Associates Amended and Restated Agreement and Certificate of Limited
      Partnership
              
              Exhibit
      10.2 to Form 8-K Report
                dated
      January 17, 1989
                (File
      No. 33-20391)10.24
              
              Amended
      and Restated Articles of Partnership in Commendam of Pine Hill Estates
      Limited Partnership
              
              Exhibit
      10.2 to Form 10-Q Report for
                the
      period ended December 30, 1989
                (File
      No. 0-17619)10.25
              
              Santa
      Juanita Limited Dividend Partnership Amended and Restated Agreement of
      Limited Partnership
              
              Exhibit
      10.4 to Form 10-Q Report for
                the
      period ended December 30, 1989
                (File
      No. 0-17619)10.26
              
              Second
      Amendment of Limited Partnership of Santa Juanita Limited Dividend
      Partnership and Amendment No. 2 to the Amended and Restated Agreement of
      Limited Partnership
              
              Exhibit
      10.23 to Form 10-K Report for the year ended March 30, 1994
                (File
      No. 0-17619)10.27
              
              Amendment
      No. 1 to Santa Juanita Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                (Replaces
      in its entirety Exhibit 10.24 hereof.)
              
              Exhibit
      10.1 to Form 10-Q Report for
                the
      period ended September 29, 1995
                (File
      No. 0-17619)10.28
              
              Amendment
      No. 2 to Santa Juanita Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
              
              Exhibit
      10.2 to Form 10-Q Report for
                the
      period ended September 29, 1995
                (File
      No. 0-17619)10.29
              
              Vista
      Del Mar Limited Dividend Partnership Amended and Restated Agreement and
      Certificate of Limited Partnership
              
              Exhibit
      10.1 to Form 10-K Report for
                the
      year ended March 30, 1989
                (File
      No. 33-20391)10.30
              
              Certificate
      of Amendment of Limited Partnership of Vista Del Mar Limited Dividend
      Partnership and Amendment No. 1 to the Amended and Restated Agreement and
      Certificate of Limited Partnership
              
              Exhibit
      10.25 to Form 10-K Report for the year ended March 30, 1994
                (File
      No. 0-17619)10.31
              
              Amendment
      No. 1 to Vista del Mar Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
                (Replaces
      in its entirety Exhibit 10.28 hereof.)
              
              Exhibit
      10.3 to Form 10-Q Report for
                the
      period ended September 29, 1995
                (File
      No. 0-17619)10.32
              
              Amendment
      No. 2 to Vista del Mar Limited Dividend Partnership L.P. Amended and
      Restated Agreement of Limited Partnership
              
              Exhibit
      10.4 to Form 10-Q Report for
                the
      period ended September 29, 1995
                (File
      No. 0-17619)10.33
              
              Amended
      and Restated Articles of Partnership in Commendam of Winnsboro Homes
      Limited Partnership
              
              Exhibit
      10.1 to Form 10-Q Report for
                the
      period ended December 30, 1989
                (File
      No. 0-17619)10.34
              
              The
      B & V, Ltd.
                Investment
      Agreement
              
              Exhibit
      10.2 to Form 10-Q Report for
                the
      period ended September 29, 1994
                (File
      No. 0-17619)


45





Incorporated
      byExhibit
              
              Reference to10.35
              
              The
      B & V Phase I, Ltd.
                Investment
      Agreement
              
              Exhibit
      10.3 to Form 10-Q Report for
                the
      period ended 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 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933
              
              Exhibit
      99.22 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.23
              
              Pages
      51 through 75 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933
              
              Exhibit
      99.23 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.24
              
              Pages
      89 through 91 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933
              
              Exhibit
      99.24 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.25
              
              Pages
      16 through 19 of Prospectus dated May 6, 1988 filed pursuant to Rule
      424(b)(3) under the Securities Act of 1933
              
              Exhibit
      99.25 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.26
              
              Supplement
      No. 1 dated August 11, 1988 to Prospectus dated May 6, 1988 filed pursuant
      to Rule 424(b)(3) under the Securities Act of 1933
              
              Exhibit
      99.26 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.27
              
              Supplement
      No. 2 dated September 20, 1988 to Prospectus dated May 6, 1988 filed
      pursuant to Rule 424(b)(3) under the Securities Act of
1933
              
              Exhibit
      99.27 to Form 10-K Report for
                the
      year ended March 30, 2009
                (File
      No. 0-17619)99.28
              
              Independent
      Auditors’ Report of Cobbet Hill Associates Limited Partnership as of and
      for the years ended December 31, 2005 and 2004
              
              Exhibit
      99.26 to Form 10-K Report for
                the
      year ended March 30, 2006
                (File
      No. 0-17619)99.29
              
              Audited
      Financial Statements of Madison-Bellefield Associates Limited Partnership
      as of and for the years ended December 31, 2005 and 2004
              
              Exhibit
      99.27 to Form 10-K Report for
                the
      year ended March 30, 2006
                (File
      No. 0-17619)99.30
              
              Audited
      Financial Statements of Madison-Bellefield Associates Limited Partnership
      as of and for the year ended December 31, 2006
              
              Exhibit
      99.28 to Form 10-K Report for
                the
      year ended March 30, 2007
                (File
      No. 0-17619)





*Filed
herewith.





(b)Exhibits





See (a)(3) above.





(c)Financial
Statement Schedules





See (a)(2) above.


46





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
      PartnerBy:
                                    Richman
      Tax Credit Properties Inc.,general
      partnerDated: 
      June 24,
      2010
                                    /s/David SalzmanDavid
      SalzmanChief
      Executive OfficerDated: 
      June 24,
      2010
                                    /s/James HusseyJames
      HusseyChief
      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.





Signature
                      
                      Title
                      
                      Date/s/David Salzman
                      
                      Chief
      Executive Officer of  the general
                      
                      June 24, 2010(David
      Salzman)
                      
                      partner
      of the General Partner/s/James Hussey
                      
                      Chief
      Financial Officer of the general
                      
                      June 24,
      2010(James
      Hussey)
                      
                      partner
      of the General Partner/s/Richard Paul Richman
                      
                      Director
      of the general partner of the
                      
                      June 24,
      2010(Richard
      Paul Richman)
                      
                      General
      Partner


47