UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                                   (Mark One)
                [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 30, 1999

                                       OR

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

                                     0-17619
                            (Commission File Number)

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

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

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

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

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

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

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

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

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

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

Registrant has no voting stock.

Documents incorporated by reference:

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



<PAGE>


                                     PART I

Item 1.  Business

Formation

American  Tax  Credit  Properties  L.P.   ("Registrant"),   a  Delaware  limited
partnership,  was formed on February  12, 1988 to invest  primarily in leveraged
low-income  multifamily  residential  complexes (the "Property" or "Properties")
which qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"),  through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in nineteen such Properties  including one Property which also qualifies for the
historic  rehabilitation  tax credit in  accordance  with  Section  48(g) of the
Internal  Revenue  Code of 1986  (the  "Historic  Rehabilitation  Tax  Credit").
Registrant considers its activity to constitute a single industry segment.

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

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

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

Competition

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

Employees

Registrant  employs no personnel  and incurs no payroll  costs.  All  management
activities of Registrant are conducted by the General  Partner.  An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant.  This entity also performs  similar services for other affiliates of
the General Partner.

Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act  of  1988,  Omnibus  Budget  Reconciliation  Act  of  1989,  Omnibus  Budget
Reconciliation   Act  of  1990,  Tax  Extension  Act  of  1991,  Omnibus  Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act and Taxpayer Relief Act
of 1997 (collectively the "Tax Acts")

Registrant  is organized as a limited  partnership  and is a "pass  through" tax
entity which does not, itself, pay federal income tax. However,  the partners of
Registrant  who are  subject to federal  income tax may be  affected  by the Tax
Acts.  Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions  regarding its  investments.  Registrant does
not anticipate  that the Tax Acts will currently have a material  adverse impact
on Registrant's business operations, capital resources and plans or liquidity.



<PAGE>



Item 2.   Properties

The executive  offices of Registrant and the General  Partner are located at 599
West Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not
own or lease any  properties.  Registrant  pays no rent;  all charges for leased
space are borne by an affiliate of the General Partner.

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally over a ten year period. The relevant state tax credit agency
has allocated each of  Registrant's  Local  Partnerships an amount of Low-income
Tax Credits,  which are generally  available for a ten year period from the year
the Property is placed in service. The required holding period of each Property,
in order to avoid  Low-income  Tax Credit  recapture,  is fifteen years from the
year in which the  Low-income  Tax Credits  commence on the last building of the
Property  (the  "Compliance  Period").   The  Properties  must  satisfy  various
requirements  including rent  restrictions  and tenant income  limitations  (the
"Low-income Tax Credit  Requirements") in order to maintain  eligibility for the
recognition  of the  Low-income  Tax Credit at all times  during the  Compliance
Period.  Once a Local  Partnership  has become  eligible for the  Low-income Tax
Credit,  it may lose such  eligibility  and suffer an event of  recapture if its
Property  fails  to  remain  in  compliance   with  the  Low-income  Tax  Credit
Requirements.  In April 1997,  B & V, Ltd. ("B & V") suffered its final event of
recapture  of  Low-income  Tax Credits due to a  hurricane  which  substantially
damaged  the  property  owned by such Local  Partnership  and the failure of the
property  to be  fully-rebuilt,  primarily  due  to the  non-performance  of the
insurance company and the resulting  foreclosure  action taken by the lender. In
May 1998,  B & V Phase I, Ltd.  ("B & V Phase I") suffered an event of recapture
of  Low-income  Tax Credits  resulting  from the same  hurricane and a resulting
foreclosure.  Due to delays in the  reconstruction of the complex, B & V Phase I
was unable to comply with the terms of its agreement  with the lender.  In April
1998,  Erie  Associates  Limited  Partnership  ("Erie")  suffered  an  event  of
recapture  as a result of a  foreclosure  sale  directed by the  lender,  due to
accumulated  arrearages  under the terms of the mortgage  (see Part II, Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations herein).

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

Many of the  Local  Partnerships  receive  rental  subsidy  payments,  including
payments  under Section 8 of Title II of the Housing and  Community  Development
Act of 1974 ("Section 8") (see descriptions of subsidies on page 5). The subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the Local  Partnerships.  In  October  1997,  Congress  passed  the  Multifamily
Assisted  Housing and Reform and  Affordability  Act,  whereby the United States
Department of Housing and Urban  Development  ("HUD") was given the authority to
renew certain  project based  Section 8 contracts  expiring  during HUD's fiscal
year  1998,  where  requested  by an  owner,  for an  additional  one year  term
generally at or below  current rent levels,  subject to certain  guidelines.  In
October  1998,  HUD  issued a  directive  related  to  project  based  Section 8
contracts   expiring  during  HUD's  fiscal  year  1999  which  defines  owners'
notification  responsibilities,  advises  owners  of  project  based  Section  8
properties  of what  their  options  are  regarding  the  renewal  of  Section 8
contracts,  provides  guidance  and  procedures  to owners,  management  agents,
contract administrators and HUD staff on renewing Section 8 contracts,  provides
guidance on setting  renewal  rents and  handling  renewal  rent  increases  and
provides the  requirements  and procedures for opting-out of a Section 8 project
based contract. Registrant cannot reasonably predict legislative initiatives and
governmental  budget  negotiations,  the  outcome  of which  could  result  in a
reduction  in funds  available  for the various  federal and state  administered
housing programs  including the Section 8 program.  Such changes could adversely
affect the future net  operating  income and debt  structure of any or all Local
Partnerships  currently receiving such subsidy or similar subsidies.  Four Local
Partnerships' Section 8 contracts are scheduled to expire in 1999.


<PAGE>
<TABLE>
<CAPTION>
Item 2.   Properties (continued)
<S>                                                          <C>              <C>               <C>                  <C>
                                                                                                 Mortgage loans
Name of Local Partnership                                      Number                             payable as of       Subsidy
Name of apartment complex                                    of rental          Capital            December 31,         (see
Apartment complex location                                     units          contribution            1998           footnotes)
--------------------------------                             ---------        ------------      ---------------      ----------

4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                                               44              $  362,966        $   1,348,852           (1c)

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

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

Blue Hill Housing Limited Partnership
Blue Hill Housing
Grove Hall, Massachusetts                                      144               4,506,082            6,498,779           (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                                            126               6,098,990            7,732,846           (1a)

Cobbet Hill Associates Limited Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                                            117               4,910,942           13,652,326         (1a&b)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                                              100               1,518,229            3,987,468         (1a&d)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                                              102               1,701,849            4,566,461         (1a&d)

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

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                                       164               2,832,224            5,184,018           (1a)

Golden Gates Associates
Golden Gates
Brooklyn, New York                                              85                 879,478            4,622,936           (1b)

Grove Park Housing, A California Limited Partnership
Grove Park Apartments
Garden Grove, California                                       104               1,634,396            6,872,589           (1a)

Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                                            50                 352,693            1,486,787           (1b)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Item 2.  Properties (continued)
<S>                                                          <C>               <C>                <C>               <C>


                                                                                                  Mortgage loans
Name of Local Partnership                                     Number                              payable as of       Subsidy
Name of apartment complex                                    of rental           Capital           December 31,        (see
Apartment complex location                                     units          contribution            1998          footnotes)
--------------------------------                            ----------        ------------        --------------    -----------
Hilltop North Associates, A Virginia Limited Partnership
Hilltop North Apartments
Richmond, Virginia                                              160           $  1,414,524         $  3,281,463           (1a)



Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                                        158              1,047,744            3,499,704           (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                                           110                613,499            2,375,040         (1a&d)

Santa Juanita Limited Dividend Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                                             45                313,887 (2)        1,494,484         (1a&b)

Vista del Mar Limited Dividend Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                                            152              3,097,059            5,290,711           (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                                             50                289,730            1,187,688         (1a&d)
                                                                              ------------        -------------
                                                                              $ 34,520,823        $ 73,082,152
                                                                              ============        ============

</TABLE>


           (1)     Description of subsidies:

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

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

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

               (d) The Local Partnership's  Section 8 contracts are scheduled to
                   expire in 1999.

           (2) Reflects amount attributable to Registrant only.

           (3) The property was lost through lender's  foreclosure.  As of March
               30, 1999,  the Local  Partnership  has no  underlying  assets and
               liabilities and is not included in the combined  balance sheet of
               the Local  Partnerships  as of December 31, 1998 in Note 5 to the
               financial statements.

<PAGE>

Item 3.  Legal Proceedings

On March 5, 1990, Stonebridge Associates ("Stonebridge") filed a lawsuit against
Federal  Apartments  Limited   Partnership   ("Federal")  for  repayment  of  an
unsecured,  non-interest  bearing  note in the amount of  $96,000.  The suit was
filed in the First Judicial District Court in Caddo Parish,  Louisiana. The suit
alleged that the  defendant  was required to pay down such note upon the receipt
of  the  second  installment  of  the  capital   contribution   obligation  from
Registrant.  Such capital contribution payment was made by Registrant to Federal
on December 27, 1989. Federal contended that Stonebridge is not entitled to such
payment.  After the Court ruled in favor of Federal and Stonebridge appealed the
ruling, the appellate Court ruled in favor of Federal.

Registrant is not aware of any other material legal proceedings.


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

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



<PAGE>


                                     PART II

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

Market Information and Holders

There  is  no  established   public  trading  market  for  Registrant's   Units.
Accordingly,  accurate information as to the market value of a Unit at any given
date is not  available.  The  number of owners of Units as of June 15,  1999 was
2,603, holding 41,286 Units.

Merrill Lynch follows  internal  guidelines  for providing  estimated  values of
limited  partnerships  and other direct  investments  reported on client account
statements.   Pursuant  to  such   guidelines,   estimated  values  for  limited
partnership  interests reported on Merrill Lynch client account statements (such
as  Registrant's  Units) are provided to Merrill Lynch by independent  valuation
services.  These estimated  values are based on financial and other  information
available to the independent services (1) on the prior August 15th for reporting
on December  year-end  and  subsequent  client  account  statements  through the
following  May's month-end  client account  statements and (2) on March 31st for
reporting on June month-end and subsequent client account statements through the
November  month-end  client  account  statements  of the same year. In addition,
Registrant may provide an estimate of value to Unit holders from time to time in
Registrant's  reports to limited partners.  The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units.  In addition,  Unit holders may not realize such  estimated
values upon the liquidation of Registrant.

Distributions

Registrant owns a limited  partnership  interest in Local  Partnerships that are
the owners of Properties which are leveraged and receive  government  assistance
in various forms of rental and debt service subsidies.  The distribution of cash
flow generated by the Local  Partnerships  may be  restricted,  as determined by
each  Local  Partnership's   financing  and  subsidy  agreements.   Accordingly,
Registrant   does  not  anticipate  that  it  will  provide   significant   cash
distributions to its partners.  There were no cash distributions to the partners
during the years ended March 30, 1999 and 1998.

Low-income Tax Credits and Historic  Rehabilitation Tax Credits  (together,  the
"Tax  Credits"),  which  are  subject  to  various  limitations,  may be used by
partners  to offset  federal  income tax  liabilities.  The Tax Credits per Unit
generated by Registrant and allocated to the limited  partners for the tax years
ended  December  31,  1998 and  1997  and the  cumulative  Tax  Credits,  net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
1998 are as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>                                <C>


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

     Tax year ended December 31, 1998                  $         --                     $    106.36
     Tax year ended December 31, 1997                            --                           98.94

     Cumulative totals                                 $      71.88                     $  1,404.58

</TABLE>

Registrant  expects to generate  total Tax  Credits  from  investments  in Local
Partnerships of approximately  $1,545 per Unit through December 31, 1999, net of
circumstances  which have given rise to, not withstanding future circumstances
which may give rise to,  recapture  and loss of future  benefits (see Part I,
Item 2 - Properties and Part II, Item 7 -  Management's  Discussion and Analysis
of Financial Condition and Results of Operations, herein).



<PAGE>



Item 6.  Selected Financial Data

The information set forth below presents selected  financial data of Registrant.
Additional detailed financial  information is set forth in the audited financial
statements included under Part II, Item 8 herein.
<TABLE>
<CAPTION>
<S>                             <C>                <C>               <C>              <C>              <C>

                                                                Years Ended March 30,
                                ----------------------------------------------------------------------------------
                                     1999              1998              1997             1996             1995
                                -----------        -----------       -----------      -----------      -----------


Interest and other revenue      $   249,174        $   261,201       $   259,193      $   274,591      $   289,248
                                ===========        ===========       ===========      ===========      ===========

Equity in loss of investment
  in local partnerships         $(2,262,176)       $(1,484,136)      $(2,049,756)     $(2,240,958)     $(2,319,646)
                                ===========        ===========       ===========      ===========      ===========


Net loss                        $(2,543,362)       $(1,684,224)      $(2,384,219)     $(2,425,508)     $(2,498,880)
                                ===========        ===========       ===========      ===========      ===========


Net loss per unit of limited
  partnership interest          $    (60.99)       $    (40.39)      $    (57.17)     $    (58.16)     $    (59.92)
                                ===========        ===========       ===========      ===========      ===========



                                                               As of March 30,
                               ----------------------------------------------------------------------------------
                                   1999               1998              1997            1996              1995
                               -----------        -----------       -----------      -----------      -----------


Total assets                   $ 6,478,405        $ 9,011,845       $10,611,961      $13,040,183      $15,370,194
                               ===========        ===========       ===========      ===========      ===========

</TABLE>

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

Capital Resources and Liquidity

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

As of March 30, 1999,  Registrant has cash and cash  equivalents and investments
in bonds  totaling  $2,792,501,  which is available  for  operating  expenses of
Registrant  and  circumstances  which  may  arise in  connection  with the Local
Partnerships.  As of March 30, 1999, Registrant's investments in bonds represent
corporate  bonds of  $1,042,623,  U.S.  Treasury  bonds of  $1,434,591  and U.S.
government  agency bonds of $229,055  with various  maturity  dates ranging from
1999 to 2023.  Registrant  acquired such investments in bonds with the intention
of  utilizing  proceeds  generated  by  such  investments  to  meet  its  annual
obligations.  Future  sources of Registrant  funds are expected  primarily  from
interest  earned on working  capital and limited cash  distributions  from Local
Partnerships.

During the year ended March 30, 1999,  Registrant  received  cash from  interest
revenue,  redemptions and sale of bonds and other income from Local Partnerships
and utilized cash for operating expenses and investments in bonds. Cash and cash
equivalents  and  investments  in  bonds  available-for-sale  decreased,  in the
aggregate, by approximately $275,000 during the year ended March 30, 1999 (which
includes a net unrealized loss on investments in bonds of approximately $26,000,
the amortization of net premium on investments in bonds of approximately $38,000
and  the   accretion   of  zero   coupon   bonds  of   approximately   $16,000).
Notwithstanding  circumstances that may arise in connection with the Properties,
Registrant  does not  expect  to  realize  significant  gains or  losses  on its
investments in bonds, if any.
<PAGE>

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

During the year ended  March 30,  1999,  the  investment  in Local  Partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the  year  ended  December  31,  1998 of  $1,241,671  and an  adjustment  to
Registrant's  carrying value of its investment in certain Local  Partnerships in
accordance with applicable  accounting  guidelines of $1,020,505 (see discussion
below  under  Results  of  Operations).   Payable  to  general  partner  in  the
accompanying  balance sheet as of March 30, 1999 represents  accrued  management
fees.

Results of Operations

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

Cumulative  losses  and cash  distributions  in  excess of  investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating  deficits,  among other  things.  In addition,  the carrying  value of
Registrant's  investment  in Local  Partnerships  may be reduced if the carrying
value is considered to exceed the estimated  value derived by management  (which
contemplates  remaining  Low-income  Tax Credits and potential  residual  value,
among other things).  Accordingly,  cumulative losses and cash  distributions in
excess of the investment or an adjustment to an investment's  carrying value are
not necessarily  indicative of adverse operating results of a Local Partnership.
See discussion below under Local  Partnership  Matters  regarding  certain Local
Partnerships currently operating below economic break even levels.

Registrant's  operations  for the  years  ended  March 30,  1999,  1998 and 1997
resulted in net losses of $2,543,362,  1,684,224 and  $2,384,219,  respectively.
The  increase  in net loss from  1998 to 1999 is  primarily  attributable  to an
increase in equity in loss of investment in Local  Partnerships of approximately
$778,000 and an increase in  professional  fees of  approximately  $58,000.  The
decrease in net loss from 1997 to 1998 is primarily  attributable  to a decrease
in equity in loss of investment in Local Partnerships of approximately  $566,000
and a decrease in professional fees of approximately $128,000. Equity in loss of
investment in Local  Partnerships  has fluctuated over the last three years as a
result of (i)  Registrant  adjusting  the carrying  value of its  investment  in
Cityside  Apartments,  L.P. and Hilltop  North  Associates,  A Virginia  Limited
Partnership  ("Hilltop")during  the year ended March 30,  1999 by  $596,586  and
$423,919,  respectively,  (ii) losses from  impairment of long-lived  assets and
eminent domain  proceeding in connection with B & V, Ltd. ("B & V"), B & V Phase
I, Ltd. ("B & V Phase I") and Erie Associates  Limited  Partnership  ("Erie")and
(iii) changes in the net operating  losses of those Local  Partnerships in which
Registrant continues to have an investment balance.

The Local Partnerships' loss from operations of approximately $3,608,000 for the
year ended December 31, 1998 includes  depreciation and amortization  expense of
approximately  $3,891,000 and interest on  non-mandatory  debt of  approximately
$610,000,  and does not include  principal  payments on  permanent  mortgages of
approximately  $621,000.  The Local  Partnerships'  loss from operations for the
year ended  December 31, 1998 does not include the gain from the  extinguishment
of debt of  $3,171,629  in  connection  with B & V Phase I and  Erie,  which  is
reflected  as an  extraordinary  item.  The  Local  Partnership's  net loss from
operations  of  approximately  $5,434,000  for the year ended  December 31, 1997
includes  depreciation  and amortization  expense of  approximately  $4,109,000,
interest  on  non-mandatory  debt  of  approximately  $690,000  and a loss  from
impairment of long-lived assets of approximately  $744,000, and does not include
principal payments on permanent mortgages of approximately  $479,000.  The Local
Partnerships' loss from operations for the year ended December 31, 1997 does not
include the gain from the  extinguishment  of debt of  $6,441,935  in connection
with B & V, which is reflected as an extraordinary item. The Local Partnerships'
net loss of  approximately  $9,901,000  for the year  ended  December  31,  1996
includes  depreciation and amortization expense of approximately  $4,122,000,  a
loss from  impairment  of  long-lived  assets and eminent  domain  proceeding of
approximately  $4,808,000 in connection with B & V and interest on non-mandatory
debt of  approximately  $647,000,  and does not  include  principal  payments on
permanent mortgages of approximately $577,000.

The results of operations of the Local  Partnerships for the year ended December
31, 1998 are not  necessarily  indicative of the results that may be expected in
future periods.
<PAGE>

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

Local Partnership Matters

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally over a ten year period.  The required holding period of each
Property,  in order to avoid Low-income Tax Credit  recapture,  is fifteen years
from the year in which the Low-income Tax Credits  commence on the last building
of the Property (the "Compliance  Period").  The Properties must satisfy various
requirements  including rent  restrictions  and tenant income  limitations  (the
"Low-income Tax Credit  Requirements") in order to maintain  eligibility for the
recognition  of the  Low-income  Tax Credit at all times  during the  Compliance
Period.  Once a Local  Partnership  has become  eligible for the  Low-income Tax
Credit,  it may lose such  eligibility  and suffer an event of  recapture if its
Property  fails  to  remain  in  compliance   with  the  Low-income  Tax  Credit
Requirements.  The Local  Partnerships will have generated  substantially all of
the Low-income Tax Credits allocated to limited partners by December 31, 1999.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico.  Many of the Local  Partnerships  receive rental subsidy  payments,
including  payments  under  Section 8 of Title II of the Housing  and  Community
Development Act of 1974 ("Section 8"). The subsidy  agreements expire at various
times  during and after the  Compliance  Periods of the Local  Partnerships.  In
October 1997,  Congress passed the Multifamily  Assisted  Housing and Reform and
Affordability  Act,  whereby the United  States  Department of Housing and Urban
Development  ("HUD") was given the  authority  to renew  certain  project  based
Section 8 contracts  expiring during HUD's fiscal year 1998,  where requested by
an owner,  for an  additional  one year term  generally at or below current rent
levels,  subject to certain guidelines.  In October 1998, HUD issued a directive
related to project based Section 8 contracts  expiring  during HUD's fiscal year
1999 which defines  owners'  notification  responsibilities,  advises  owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8  contracts,  provides  guidance and  procedures  to owners,
management agents,  contract  administrators and HUD staff on renewing Section 8
contracts,  provides guidance on setting renewal rents and handling renewal rent
increases  and provides the  requirements  and  procedures  for  opting-out of a
Section  8  project  based  contract.   Registrant  cannot  reasonably   predict
legislative  initiatives and governmental  budget  negotiations,  the outcome of
which could result in a reduction in funds available for the various federal and
state  administered  housing  programs  including  the  Section 8 program.  Such
changes  could  adversely  affect  the  future  net  operating  income  and debt
structure of any or all Local Partnerships  currently  receiving such subsidy or
similar subsidies. Four Local Partnerships' Section 8 contracts are scheduled to
expire in 1999.

The Local  Partnerships  have various  financing  structures  which  include (i)
required debt service payments  ("Mandatory Debt Service") and (ii) debt service
payments  which are payable only from  available  cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws,  regulations
and agreements with appropriate federal and state agencies  ("Non-Mandatory Debt
Service or  Interest").  During the year ended  December 31, 1998,  revenue from
operations of the Local  Partnerships  have generally  been  sufficient to cover
operating  expenses and Mandatory Debt Service.  Most of the Local  Partnerships
are effectively  operating at or near break even levels,  although certain Local
Partnerships'  operating  information  reflects  operating  deficits that do not
represent  cash deficits due to their  mortgage and financing  structure and the
required  deferral of property  management  fees.  However,  as discussed below,
certain Local  Partnerships'  operating  information  indicates below break even
operations after taking into account their mortgage and financing  structure and
any required deferral of property management fees.

B & V Phase I owned a 97-unit,  Section 8 assisted  apartment complex located in
Homestead, Florida. Prior to Registrant's investment during the year ended March
30, 1995, B & V Phase I was damaged by  Hurricane  Andrew in August 1992.  Since
May 1, 1996, all 97 of the rental units were complete and occupied.  Pursuant to
an agreement with the lender,  B & V Phase I was to commence paying debt service
in January  1995,  which was to coincide with the  completion  of  construction.
However, due to construction delays, B & V Phase I had not commenced making such
payments.  The lender declared a default under the terms of the mortgage and, on
December  9, 1996 the lender  commenced a  foreclosure  action.  After  pursuing
various legal efforts which were  ultimately  unsuccessful  because  alternative
sources of financing  could not be secured,  the property was transferred to the
lender in May 1998. As a result of the lender's  foreclosure,  Registrant had to
reflect  recapture  of  Low-income  Tax Credits  taken  through  December  1997,
including  interest,  of approximately $3 per Unit for Unit holders of record as
of May 1998 and lost the ability to utilize remaining  Low-income Tax Credits of
approximately  $2 per Unit for 1998.  Registrant's  investment  balance in B & V
Phase I, after cumulative equity losses, became zero during the year ended March
30, 1995.
<PAGE>

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

Erie,  which was in the tenth  year of the  Low-income  Tax Credit  period,  was
subject to an amended and restated note (the "Amended  Note") dated  December 1,
1994 (which  matured on December  1, 1997) and was  entitled to a  project-based
rental  subsidy  under  Chapter 707 of the Acts of 1966 of the  Commonwealth  of
Massachusetts.  The  original  financing  called for  Mandatory  Debt Service of
$7,647 per month, while the Amended Note required monthly Mandatory Debt Service
of $5,883.  The Local General Partners had reported that Erie was several months
in arrears under the terms of the Amended  Note,  that a default was declared by
the  lender  and  that  discussions  were  being  held  with the  lender.  While
negotiations  were  ongoing,  the lender  conducted  a  foreclosure  sale of the
property in April 1998.  Registrant made an offer to repurchase the property and
acquire the Amended  Note in order to avoid  adverse  tax  consequences  but was
ultimately  unsuccessful.  Registrant had to reflect recapture of Low-income Tax
Credits taken through December 1997,  including  interest,  of approximately $19
per Unit for Unit  holders  of record as of April  1998 and lost the  ability to
utilize remaining  Low-income Tax Credits of approximately $4 per Unit for 1998.
Registrant's  investment balance in Erie, after cumulative equity losses, became
zero during the year ended March 30, 1998.

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
("Cobbet"),  MHFA drew on a then  existing  letter  of  credit in the  amount of
$242,529,  which  had  been  established  for the  purpose  of  covering  future
operating deficits, if any. In June 1997, Registrant provided funds to establish
collateral to secure a replacement  letter of credit.  Although the repairs have
been completed and Cobbet has notified MHFA of such  completion,  Cobbet has not
received  the  anticipated  notice  from MHFA that the  default  has been cured.
Cobbet was  originally  financed with a first  mortgage with  mandatory  monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating deficit loan (the "ODL") program which  supplemented the
scheduled  reduction in the Operating  Subsidy  Payments.  Effective  October 1,
1997,  MHFA  announced  its  intention to eliminate  the ODL program,  such that
Cobbet no longer  receives the ODL,  without  which Cobbet is unable to make the
full Mandatory Debt Service  payments on its first  mortgage.  MHFA has notified
Cobbet and, to the Local General  Partners'  knowledge,  other ODL recipients as
well,  that MHFA considers  such  mortgages to be in default.  The Local General
Partners  have  agreed  to a plan,  with  modifications  proposed  by  MHFA,  to
recapitalize  Cobbet from  capital to be received  from the  admission  of a new
limited partner.  As of the date of this report, MHFA has not executed the plan.
If the plan were to be  implemented,  such new limited  partner  would receive a
substantial  portion of the annual  allocation  of Cobbet's tax losses upon such
partner's admission,  plus cash flows and residuals,  if any. Registrant and the
Local  General  Partners  would retain a sufficient  interest in Cobbet to avoid
recapture of Low-income Tax Credits.  There can be no assurance the plan will be
implemented,  and if not,  MHFA would be expected to retain its rights under the
loan documents.  The future financial  viability of Cobbet is highly  uncertain.
The Property's  historic tax credit was earned in 1988 and all of the Low-income
Tax Credits have been allocated  since 1989 and are scheduled to expire in 1999.
Registrant's  investment  balance in Cobbet,  after  cumulative  equity  losses,
became zero during the year ended March 30, 1994.

The terms of the partnership  agreement of Hilltop require the management  agent
to  defer  property  management  fees in  order to  avoid a  default  under  the
mortgage.  Hilltop incurred an operating deficit resulting  primarily from costs
associated with tenant turnover and a dispute  regarding the  administration  of
the Section 8 contract by the local housing authority of approximately  $198,000
for the year ended December 31, 1998, which included property management fees of
approximately  $59,000.  Hilltop received permission and withdrew  approximately
$140,000 from the replacement reserve account to cover a portion of the deficit.
The Local General Partner has been conducting discussions with the local housing
authority in an effort to resolve what the Local General Partner considers to be
excessive  requirements  placed on the Property by the local housing  authority.
Payments  on the  mortgage  and real  estate  taxes  are  current.  Registrant's
investment balance in Hilltop,  after cumulative equity losses and an adjustment
to the investment's  carrying value, became zero during the year ended March 30,
1999. All of the  Low-income Tax Credits have been allocated  since 1989 and are
scheduled  to  expire in 1999.  Of  Registrant's  total  annual  Low-income  Tax
Credits, approximately 6% is allocated from Hilltop.

Inflation

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

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

Adoption of Accounting Standards

Registrant has adopted Statement of Financial  Accounting  Standard ("SFAS") No.
130, "Reporting  Comprehensive  Income." SFAS No. 130 establishes  standards for
reporting  and display of  comprehensive  income and its  components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  Other comprehensive income (loss) in the accompanying statements of
operations  resulted from net unrealized  gains (losses) on investments in bonds
available-for-sale.  Accumulated other comprehensive  income in the accompanying
balance  sheets  reflects  the net  unrealized  gain  on  investments  in  bonds
available-for-sale.  The  statements of operations for the years ended March 30,
1998 and 1997 include certain  reclassifications to reflect the adoption of SFAS
No. 130.

Registrant  has  adopted  SFAS  No.  131,  "Disclosures  about  Segments  of  an
Enterprise and Related  Information," which establishes  standards for reporting
information about operating segments and related  disclosures about products and
services,  geographic areas and major  customers.  Registrant is in one business
segment and follows the requirements of SFAS No. 131.

Year 2000 Compliance

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000  approaches,  such  systems  may be unable to  accurately  process
certain  data-based  information.  Many businesses may need to upgrade  existing
systems or purchase new ones to correct the Y2K issue.  Registrant has performed
an assessment of its computer software and hardware and believes it has made the
necessary upgrades in an effort to ensure compliance.  However,  there can be no
assurance  that the  systems  of other  entities  on  which  Registrant  relies,
including the Local  Partnerships which report to Registrant on a periodic basis
for the  purpose of  Registrant's  reporting  to its  investors,  will be timely
converted.  Registrant has  corresponded  with the Local  Partnerships to ensure
their  awareness  of the Y2K issue and has  requested  details  regarding  their
efforts to ensure compliance.  The total cost associated with Y2K implementation
is not expected to materially impact Registrant's  financial position or results
of  operations  in any given year.  However,  there can be no  assurance  that a
failure to convert by  Registrant  or another  entity  would not have a material
adverse impact on Registrant.

Item 7A. Quantitative and Qualitative Disclosure Above Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate  bonds  and  U.S.  treasury  instruments.  The  market  value  of such
investments  is subject to  fluctuation  based upon  changes in  interest  rates
relative to each investment's  maturity date. Since Registrant's  investments in
bonds have various  maturity dates through 2023,  the value of such  investments
may be adversely  impacted in an  environment  of rising  interest  rates in the
event Registrant decides to liquidate any such investment prior to its maturity.
Although Registrant may utilize reserves to assist an underperforming Property,
it otherwise  intends to hold such investments to their  respective  maturities.
Therfore,  Registrant  does  not  anticipate  any  material  adverse  impact  in
connection with such investments.

The  Properties  are generally  located  where there is a demand for  low-income
housing.  Accordingly,  there is a significant  likelihood  that new  low-income
housing  properties  could be built in the general  vicinity  of the  respective
Properties.  As a result, the respective  Properties' ability to operate at high
occupancy levels is subject to competition from newly built low-income housing.

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

Item 8.  Financial Statements and Supplementary Data


                                Table of Contents
                                                                            Page

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

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

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

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

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

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




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


<PAGE>


                          Independent Auditors' Report



To the Partners
American Tax Credit Properties L.P.

         We have audited the accompanying  balance sheets of American Tax Credit
Properties  L.P. as of March 30, 1999 and 1998,  and the related  statements  of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 1999.  These financial  statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of American Tax Credit
Properties L.P. as of March 30, 1999 and 1998, and the results of its operations
and its cash  flows for each of the three  years in the period  ended  March 30,
1999, in conformity with generally accepted accounting principles.



/s/ Reznick Fedder & Silverman
Bethesda, Maryland
May 13, 1999


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 1999 AND 1998
<TABLE>
<CAPTION>
<S>                                                                     <C>        <C>                  <C>


                                                                        Notes         1999                 1998
                                                                        -----      -----------          -----------


ASSETS

Cash and cash equivalents                                                3,9       $    86,232          $   388,431
Investments in bonds available-for-sale                                 4,5,9        2,706,269            2,678,595
Investment in local partnerships                                         5,8         3,628,899            5,891,075
Interest receivable                                                       9             57,005               53,744
                                                                                   -----------          -----------

                                                                                   $ 6,478,405          $ 9,011,845
                                                                                   ===========          ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                                     8        $    91,698          $    55,400
Payable to general partner                                               6,8            43,861               43,861
                                                                                   -----------          -----------
                                                                                       135,559               99,261
                                                                                   -----------          -----------
Commitments and contingencies                                            5,8

Partners' equity (deficit)                                               2,4
   General partner                                                                    (304,341)            (278,907)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                    6,440,125            8,958,053
   Accumulated other comprehensive income, net                                         207,062              233,438
                                                                                   -----------          -----------
                                                                                     6,342,846            8,912,584
                                                                                   -----------          -----------
                                                                                   $ 6,478,405          $ 9,011,845
                                                                                   ===========          ===========


                       See Notes to Financial Statements.
</TABLE>

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
<S>                                                      <C>      <C>                  <C>                 <C>

                                                         Notes       1999                 1998                 1997
                                                         -----    -----------          -----------         -----------
REVENUE

Interest                                                          $   225,936          $   241,201         $   255,496
Other income from local partnerships                                   23,238               20,000               3,697
                                                                  -----------          -----------         -----------
TOTAL REVENUE                                                         249,174              261,201             259,193
                                                                  -----------          -----------         -----------
EXPENSES

Administration fees                                        8          183,723              183,723             183,723
Management fee                                            6,8         175,466              175,466             175,466
Professional fees                                                     133,265               75,063             202,897
Printing, postage and other                                            37,906               27,037              31,570
                                                                  -----------          -----------         -----------
TOTAL EXPENSES                                                        530,360              461,289             593,656
                                                                  -----------          -----------         -----------
Loss from operations                                                 (281,186)            (200,088)           (334,463)

Equity in loss of investment in local partnerships         5       (2,262,176)          (1,484,136)         (2,049,756)
                                                                  -----------          -----------         -----------
NET LOSS                                                           (2,543,362)          (1,684,224)         (2,384,219)

Other comprehensive income (loss)                          4          (26,376)             119,945             (77,279)
                                                                  -----------          -----------         -----------
COMPREHENSIVE LOSS                                                $(2,569,738)         $(1,564,279)        $(2,461,498)
                                                                  ===========          ===========         ===========
NET LOSS ATTRIBUTABLE TO                                   2

     General partner                                              $   (25,434)         $   (16,842)        $   (23,842)
     Limited partners                                              (2,517,928)          (1,667,382)         (2,360,377)
                                                                  -----------          -----------         -----------

                                                                  $(2,543,362)         $(1,684,224)        $(2,384,219)
                                                                  ===========          ===========         ===========
NET LOSS per unit of limited partnership
     interest (41,286 units of limited partnership
     interest)                                                    $    (60.99)         $    (40.39)        $    (57.17)
                                                                  ===========          ===========         ===========


                       See Notes to Financial Statements.
</TABLE>

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
<S>                                                 <C>                <C>               <C>                <C>


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

Partners' equity (deficit), March 30, 1996          $  (238,223)       $  12,985,812      $      190,772    $   12,938,361

Net loss                                                (23,842)          (2,360,377)                           (2,384,219)

Other comprehensive loss, net                                                                    (77,279)          (77,279)
                                                    -----------        -------------      --------------    --------------
Partners' equity (deficit), March 30, 1997             (262,065)          10,625,435             113,493        10,476,863

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

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

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

Other comprehensive loss, net                                                                    (26,376)          (26,376)
                                                    -----------        -------------      --------------    --------------
Partners' equity (deficit), March 30, 1999          $  (304,341)       $   6,440,125      $      207,062    $    6,342,846
                                                    ===========        =============      ==============    ==============


                       See Notes to Financial Statements.

</TABLE>
<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 1999, 1998 AND 1997

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

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                               $    244,449         $    263,267      $    276,171
Cash paid for
     administration fees                                                            (183,723)            (183,723)         (183,723)
     management fee                                                                 (175,466)            (175,466)         (175,466)
     professional fees                                                               (96,965)             (99,428)         (184,832)
     printing, postage and other expenses                                            (37,908)             (38,509)          (16,359)
                                                                                ------------         ------------      ------------
Net cash used in operating activities                                               (249,613)            (233,859)         (284,209)
                                                                                ------------         ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships                           23,238               37,500            36,197
Investment in local partnership                                                                           (10,533)
Investments in bonds (includes accrued interest of $386 and $1,301)                 (260,814)            (257,217)
Maturity/redemption and sale of bonds                                                184,990              568,432           135,000
                                                                                ------------         ------------      ------------
Net cash provided by (used in) investing activities                                  (52,586)             338,182           171,197
                                                                                ------------         ------------      ------------
Net increase (decrease) in cash and cash equivalents                                (302,199)             104,323          (113,012)

Cash and cash equivalents at beginning of year                                       388,431              284,108           397,120
                                                                                ------------         ------------      ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                        $     86,232         $    388,431      $    284,108
                                                                                ============         ============      ============
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net          $    (26,376)        $    119,945      $    (77,279)
                                                                                ============         ============      ============


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


                       See Notes to Financial Statements.

</TABLE>
<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
<S>                                                                         <C>                  <C>                  <C>


                                                                                 1999                 1998                 1997
                                                                            --------------       -------------        -------------

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING
   ACTIVITIES

Net loss                                                                    $   (2,543,362)      $  (1,684,224)       $  (2,384,219)

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

   Equity in loss of investment in local partnerships                            2,262,176           1,484,136            2,049,756

   Distributions from local partnerships classified as other                       (23,238)            (20,000)              (3,697)
   income

   Amortization of net premium on investments in bonds                              37,667              28,576               32,114

   Accretion of zero coupon bonds                                                  (16,279)            (15,783)             (16,303)

   Decrease (increase) in interest receivable                                       (2,875)              9,273                4,864

   Increase (decrease) in accounts payable and accrued expenses                     36,298             (35,837)              33,276
                                                                            --------------       -------------        -------------
NET CASH USED IN OPERATING ACTIVITIES                                       $     (249,613)      $    (233,859)       $    (284,209)
                                                                            ==============       =============        =============


                       See Notes to Financial Statements.

</TABLE>
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 1999, 1998 AND 1997


1. Organization, Purpose and Summary of Significant Accounting Policies

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

Basis of Accounting and Fiscal Year

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

Investment in Local Partnerships

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

The Partnership regularly assesses the carrying value of its investment in Local
Partnerships.  If the carrying value is considered to exceed the estimated value
derived by management (which contemplates  remaining  Low-income Tax Credits and
potential  residual  value,  among other things),  the  Partnership  reduces its
investment in any such Local  Partnership  and includes such reduction in equity
in loss of investment in local partnerships.

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

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Adoption of Accounting Standards

The Partnership has adopted Statement of Financial  Accounting Standard ("SFAS")
No. 130, "Reporting  Comprehensive  Income." SFAS No. 130 establishes  standards
for reporting and display of comprehensive income and its components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  Other comprehensive income (loss) in the accompanying statements of
operations  resulted from net unrealized  gains (losses) on investments in bonds
available-for-sale.  Accumulated other comprehensive  income in the accompanying
balance sheets reflects the net



<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


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

unrealized  gain on investments in bonds  available-for-sale.  The statements of
operations  for the  years  ended  March  30,  1998  and  1997  include  certain
reclassifications to reflect the adoption of SFAS No. 130.

The  Partnership  has adopted SFAS No. 131,  "Disclosures  about  Segments of an
Enterprise and Related  Information," which establishes  standards for reporting
information about operating segments and related  disclosures about products and
services,  geographic  areas  and major  customers.  The  Partnership  is in one
business segment and follows the requirements of SFAS No. 131.

Cash and Cash Equivalents

The  Partnership  considers  all highly  liquid  investments  purchased  with an
original  maturity of three months or less at the date of acquisition to be cash
equivalents.  Cash and cash  equivalents  are stated at cost which  approximates
market value.

Investments in Bonds Available-For-Sale

Investments in bonds classified as available-for-sale represent investments that
the  Partnership  intends  to hold  for an  indefinite  period  of time  but not
necessarily  to  maturity.  Any  decision to sell an  investment  classified  as
available-for-sale  would be based on  various  factors,  including  significant
movements  in  interest  rates  and  liquidity   needs.   Investments  in  bonds
available-for-sale  are carried at estimated fair value and unrealized  gains or
losses are included as items of comprehensive  income (loss) and are reported as
a separate component of partners' equity (deficit).

Premiums and discounts on investments in bonds  available-for-sale are amortized
(accreted)  using  the  straight-line  method  over the life of the  investment.
Amortized premiums offset interest revenue, while the accretion of discounts and
zero coupon  bonds are  included in interest  revenue.  Realized  gain (loss) on
redemption or sale of investments in bonds  available-for-sale  are included in,
or offset  against,  interest  revenue on the basis of the adjusted cost of each
specific investment redeemed or sold.

Income Taxes

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


2. Capital Contributions

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

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


3. Cash and Cash Equivalents

As of March 30, 1999, the Partnership  has $86,232 in cash and cash  equivalents
which are deposited in  interest-bearing  accounts with an institution  which is
not insured by the Federal Deposit Insurance Corporation.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


4. Investments in Bonds Available-For-Sale

The Partnership carries its investments in bonds as  available-for-sale  because
such  investments  are  used  to  facilitate  and  provide  flexibility  for the
Partnership's obligations,  including resolving circumstances which may arise in
connection with the Local Partnerships.  Such bonds available-for-sale  includes
$242,529  considered   restricted  in  connection  with  a  Local  Partnership's
outstanding   letter   of   credit   (see   Note   8).   Investments   in  bonds
available-for-sale are reflected in the accompanying balance sheets at estimated
fair value.

As of March  30,  1999,  certain  information  concerning  investments  in bonds
available-for-sale is as follows:
<TABLE>
<CAPTION>
<S>                                         <C>                <C>              <C>                 <C>
                                                                 Gross             Gross
                                             Amortized         unrealized        unrealized         Estimated
 Description and maturity                       cost             gains             losses           fair value
 ------------------------                   -----------        ----------       ------------        -----------

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



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


4. Investments in Bonds Available-For-Sale (continued)

As of March  30,  1998,  certain  information  concerning  investments  in bonds
available-for-sale is as follows:
<TABLE>
<CAPTION>
<S>                                          <C>                <C>              <C>                <C>
                                                                  Gross             Gross
                                              Amortized         unrealized        unrealized         Estimated
Description and maturity                        cost              gains            losses           fair value
------------------------                     -----------        ----------       ----------         -----------


Corporate debt securities
  After one year through five years          $   331,817        $    9,134       $     (169)        $   340,782
  After five years through ten years             773,429            39,963               --             813,392
  After ten years                                101,334                --           (1,677)             99,657
                                             -----------        ----------       ----------         -----------

                                               1,206,580            49,097           (1,846)          1,253,831
                                             -----------        ----------       ----------         -----------

U.S. Treasury debt securities
  After one year through five years              514,237            83,844               --             598,081
  After five years through ten years             510,669           103,734               --             614,403
                                             -----------        ----------       ----------         -----------

                                               1,024,906           187,578               --           1,212,484
                                             -----------        ----------       ----------         -----------

U.S. government and agency securities
  After five years through ten years             213,671                --           (1,391)            212,280

                                             -----------        ----------       ----------         -----------
                                             $ 2,445,157        $  236,675       $   (3,237)        $ 2,678,595
                                             ===========        ==========       ==========         ===========
</TABLE>
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships

As of March 30, 1999, the Partnership owns a limited partnership interest in the
following Local Partnerships:

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

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


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

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The required  holding  period of each  Property,  in order to avoid
Low-income  Tax Credit  recapture,  is fifteen  years from the year in which the
Low-income  Tax Credits  commence  on the last  building  of the  Property  (the
"Compliance Period").  The rents of the Properties are controlled by federal and
state agencies  pursuant to applicable laws and regulations.  Under the terms of
each of the Local  Partnership's  partnership  agreements,  the Partnership made
capital contributions in the aggregate amount of $34,520,823. As of December 31,
1998, the Local  Partnerships  have outstanding  mortgage loans payable totaling
approximately  $73,082,000 and accrued  interest  payable on such loans totaling
approximately  $3,397,000,  which are  secured by security  interests  and liens
common to mortgage  loans on the Local  Partnerships'  real  property  and other
assets.

Equity  in  loss  of  investment  in  Local   Partnerships  is  limited  to  the
Partnership's  investment  balance  in each  Local  Partnership;  any  excess is
applied to other partners'  capital in any such Local  Partnership (see Note 1).
The  amount  of such  excess  losses  applied  to other  partners'  capital  was
$2,305,457,  $3,864,303  and  $7,714,573  for the years ended December 31, 1998,
1997  and  1996,  respectively,  as  reflected  in the  combined  statements  of
operations of the Local Partnerships reflected herein Note 5.

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

The combined  balance sheets of the Local  Partnerships  as of December 31, 1998
and 1997 and the combined statements of operations of the Local Partnerships for
the years ended  December 31, 1998,  1997 and 1996 are reflected on pages 25 and
26, respectively.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

The combined  balance sheets of the Local  Partnerships  as of December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
<S>                                                                             <C>                   <C>
                                                                                   1998                   1997
                                                                                -----------           -----------
ASSETS



Cash and cash equivalents                                                       $   950,402           $ 1,219,986
Rents receivable                                                                    158,840               243,316
Escrow deposits and reserves                                                      2,902,738             3,044,733
Land                                                                              3,850,061             4,075,735
Buildings and improvements (net of accumulated
 depreciation of $36,919,031 and $34,628,370)                                    68,839,045            74,439,165
Intangible assets (net of accumulated amortization
  of $581,155 and $640,058)                                                       1,752,259             1,827,938
Other                                                                               717,846               803,251
                                                                                -----------           -----------
                                                                                $79,171,191           $85,654,124
                                                                                ===========           ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)



Liabilities

  Accounts payable and accrued expenses                                         $ 1,012,318           $ 1,065,374
  Due to related parties                                                          5,102,192             5,376,344
  Mortgage loans                                                                 73,082,152            77,119,187
  Notes payable                                                                   1,103,781             1,000,841
  Accrued interest                                                                3,396,688             4,959,061
  Other                                                                             311,163               353,188
                                                                                -----------           -----------
                                                                                 84,008,294            89,873,995
                                                                                -----------           -----------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
   Capital contributions, net of distributions                                   33,929,447            33,941,389
   Cumulative loss                                                              (29,301,268)          (28,059,597)
                                                                                -----------           -----------
                                                                                  4,628,179             5,881,792
                                                                                -----------           -----------
  General partners and other limited partners, including ATCP II
    Capital contributions, net of distributions                                     509,267               677,937
    Cumulative loss                                                              (9,974,549)          (10,779,600)
                                                                                -----------           -----------
                                                                                 (9,465,282)          (10,101,663)
                                                                                -----------           -----------
                                                                                 (4,837,103)           (4,219,871)
                                                                                -----------           -----------
                                                                                $79,171,191           $85,654,124
                                                                                ===========           ===========
</TABLE>
<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

The combined  statements of operations of the Local  Partnerships  for the years
ended December 31, 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>                     <C>                     <C>

                                                           1998                    1997                    1996
REVENUE


Rental                                                $   15,316,870          $   16,012,453          $   16,043,472
Interest and other                                           288,163                 288,937                 313,515
                                                      --------------          --------------          --------------

TOTAL REVENUE                                             15,605,033              16,301,390              16,356,987
                                                      --------------          --------------          --------------

EXPENSES

Administrative                                             2,344,916               2,425,249               2,471,642
Utilities                                                  1,289,871               1,343,714               1,318,995
Operating, maintenance and other                           3,428,628               3,672,948               3,596,884
Taxes and insurance                                        1,815,618               1,937,491               2,231,678
Financial (including amortization of $75,679
  $76,677, and $99,791)                                    6,519,143               7,579,627               7,807,923
Depreciation                                               3,815,106               4,032,607               4,022,559
Loss from eminent domain proceeding                                                                          897,770
Loss from impairment of long-lived assets                                            744,126               3,910,599
                                                      --------------          --------------          --------------
TOTAL EXPENSES                                            19,213,282              21,735,762              26,258,050
                                                      --------------          --------------          --------------
NET LOSS FROM OPERATIONS BEFORE EXTRAORDINARY
  ITEM                                                    (3,608,249)             (5,434,372)             (9,901,063)

Extraordinary gain on extinguishment of debt               3,171,629               6,441,935
                                                      --------------          --------------          --------------
NET INCOME (LOSS)                                     $     (436,620)         $    1,007,563          $   (9,901,063)
                                                      ==============          ==============          ==============
NET INCOME (LOSS) ATTRIBUTABLE TO


  American Tax Credit Properties L.P.                 $   (1,241,671)         $   (1,484,136)         $   (2,049,756)
  General partners and other limited
   partners,  including ATCP II, which
   includes  specially  allocated items
   of net revenue to certain  general
   partners of  $2,905,824,  $6,763,705,
   and $10,487, and $2,305,457,  $3,864,303,
   and $7,714,573 of Partnership loss in
   excessof investment                                       805,051               2,491,699              (7,851,307)
                                                      --------------          --------------          --------------
                                                      $     (436,620)         $    1,007,563          $   (9,901,063)
                                                      ==============          ==============          ==============
</TABLE>
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

Investment  activity with respect to each Local  Partnership  for the year ended
March 30, 1999 is as follows:
<TABLE>
<CAPTION>
<S>                                <C>            <C>             <C>              <C>              <C>              <C>

                                                                                                        Cash
                                                                                                    distributions
                                                                                       Cash          classified
                                   Investment     Partnership's     Adjustment     distributions      as other       Investment
                                    in Local        equity in       to carrying      received          income          in Local
                                   Partnership    loss for the     value during     during the       during the      Partnership
                                   balance as      year ended     the year ended    year ended       year ended       balance as
Name of Local                      of March 30,    December 31,      March 30,       March 30,        March 30,      of March 30,
Partnership                           1998            1998             1999            1999             1999            1999
-------------------------          ------------    -----------     -------------   -------------     ------------    ------------
4611 South Drexel Limited
 Partnership                       $        --     $        --(1)   $        --     $        --    $        --     $        --

Blue Hill Housing Limited
 Partnership                         1,808,884        (106,122)              --              --             --       1,702,762

Cityside Apartments, L.P.            1,977,733        (575,453)        (596,586)(2)          --             --         805,694

Cobbet Hill Associates
 Limited Partnership                        --              --(1)            --              --             --              --

Dunbar Limited Partnership                  --              --(1)            --              --             --              --

Dunbar Limited
 Partnership No. 2                          --              --(1)            --              --             --              --

Erie Associates Limited
 Partnership                                --              --(1)            --          (8,263)         8,263              --

Federal Apartments
 Limited Partnership                        --              --(1)            --              --             --              --

Golden Gates Associates                     --              --(1)            --              --             --              --

Grove Park Housing, A
 California Limited
 Partnership                                --              --(1)            --              --             --              --

Gulf Shores Apartments                      --              --(1)            --          (2,475)         2,475              --
 Ltd.

Hilltop North Associates,
 A Virginia Limited                    600,108        (176,189)        (423,919)(2)          --             --              --
 Partnership

Madison-Bellefield
 Associates                            704,748         (36,254)              --              --             --         668,494

Pine Hill Estates Limited
 Partnership                                --              --(1)            --         (10,000)        10,000              --

Santa Juanita Limited
 Dividend Partnership L.P.             112,378         (15,065)              --              --             --          97,313

Vista del Mar Limited
 Dividend Partnership L.P.             687,224        (332,588)              --              --             --         354,636

Winnsboro Homes Limited
 Partnership                                --              --(1)            --          (2,500)         2,500              --
                                  ------------     -----------      -----------     -----------    -----------     -----------
                                  $  5,891,075     $(1,241,671)     $(1,020,505)    $   (23,238)   $    23,238     $ 3,628,899
                                  ============     ===========      ===========     ===========    ===========     ===========
</TABLE>

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

(2) The Partnership has adjusted the  investment's  carrying value in accordance
with applicable accounting guidelines.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

Investment  activity with respect to each Local  Partnership  for the year ended
March 30, 1998 is as follows:
<TABLE>
<CAPTION>
<S>                                <C>            <C>             <C>              <C>              <C>              <C>
                                                                                                        Cash
                                                                                       Cash         distributions
                                   Investment in                   Partnership's   distributions    classified as   Investment in
                                     Local          Investment    equity in loss     received       other income       Local
                                   Partnership      during the     for the year     during the       during the     Partnership
                                   Balance as of    year ended        ended         year ended       year ended     balance as of
                                    March 30,        March 30,      December 31,     March 30,        March 30,       March 30,
Partnership                           1997            1998             1997            1998             1998            1998
-------------------------          ------------    -----------     -------------   -------------     ------------    ------------

4611 South Drexel Limited
 Partnership                       $        --     $    10,533     $   (10,533)(1)  $        --      $        --     $        --

B & V Phase I, Ltd.                         --              --              -- (2)           --               --              --

Blue Hill Housing Limited
 Partnership                         1,998,263              --        (189,379)              --               --      1,808,884

Cityside Apartments, L.P.            2,512,654              --        (532,421)          (2,500)              --      1,977,733

Cobbet Hill Associates
 Limited Partnership                        --              --              --(2)            --               --             --

Dunbar Limited Partnership              29,617              --         (27,117)(1)       (2,500)              --             --

Dunbar Limited
 Partnership No. 2                          --              --              --(2)        (2,500)           2,500             --

Erie Associates Limited
 Partnership                           217,968              --        (217,968)(1)           --               --             --

Federal Apartments
 Limited Partnership                        --              --              --(2)        (5,000)           5,000             --

Golden Gates Associates                     --              --              --(2)        (2,500)           2,500             --

Grove Park Housing, A
 California Limited
 Partnership                                --              --              --(2)            --               --             --

Gulf Shores Apartments
 Ltd.                                       --              --              --(2)            --               --             --

Hilltop North Associates,
 A Virginia Limited
 Partnership                           756,064              --        (155,956)              --               --        600,108

Madison-Bellefield
 Associates                            782,220              --         (67,472)         (10,000)              --        704,748

Pine Hill Estates Limited
 Partnership                                --              --              --(2)       (10,000)          10,000             --

Santa Juanita Limited
 Dividend Partnership L.P.             126,730              --         (14,352)              --               --        112,378

Vista del Mar Limited
 Dividend Partnership L.P.             932,195              --        (244,971)              --               --        687,224

Winnsboro Homes Limited
 Partnership                            26,467              --         (23,967)(1)       (2,500)              --             --
                                  ------------    ------------     -----------      -----------     ------------   ------------
                                  $  7,382,178    $     10,533     $(1,484,136)     $   (37,500)    $     20,000   $  5,891,075
                                  ============    ============     ===========      ===========     ============   ============
</TABLE>
(1) The Partnership's  equity in loss of an investment in a Local Partnership is
limited to the remaining investment balance.

(2) Additional  equity in loss of investment is not allocated to the Partnership
until equity in income is earned.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997

5. Investment in Local Partnerships (continued)

Property  information  for each Local  Partnership as of December 31, 1998 is as
follows:
<TABLE>
<CAPTION>
<S>                                                       <C>                 <C>            <C>                 <C>

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

4611 South Drexel Limited Partnership                      $ 1,348,852        $   64,408      $ 1,756,833        $   (552,068)
Blue Hill Housing Limited Partnership                        6,498,779           111,325       10,930,375          (3,687,040)
Cityside Apartments, L.P.                                    7,732,846           131,591       13,785,799          (4,681,381)
Cobbet Hill Associates Limited Partnership                  13,652,326           504,683       16,089,978          (5,947,859)
Dunbar Limited Partnership                                   3,987,468           117,126        5,738,685          (2,016,632)
Dunbar Limited Partnership No. 2                             4,566,461           131,920        6,480,819          (2,326,149)
Federal Apartments Limited Partnership                       5,184,018           279,750        8,459,690          (3,010,387)
Golden Gates Associates                                      4,622,936            29,585        5,821,145          (2,210,618)
Grove Park Housing, A California Limited Partnership         6,872,589           956,952        7,676,667          (2,544,448)
Gulf Shores Apartments Ltd.                                  1,486,787           172,800        1,750,427            (665,975)
Hilltop North Associates, A Virginia Limited Partnership
                                                             3,281,463           240,514        4,923,732          (1,419,973)
Madison-Bellefield Associates                                3,499,704           245,000        5,610,744          (2,048,792)
Pine Hill Estates Limited Partnership                        2,375,040            40,000        3,892,369          (1,332,579)
Santa Juanita Limited Dividend Partnership L.P.              1,494,484           228,718        2,329,619            (770,901)
Vista del Mar Limited Dividend Partnership L.P.              5,290,711           565,689        8,700,543          (3,104,217)
Winnsboro Homes Limited Partnership                          1,187,688            30,000        1,810,651            (600,012)
                                                          ------------        ----------     ------------        ------------
                                                          $ 73,082,152        $3,850,061     $105,758,076        $(36,919,031)
                                                          ============        ==========     ============        ============

Property  information  for each Local  Partnership as of December 31, 1997 is as
follows:

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

4611 South Drexel Limited Partnership                     $  1,362,810        $   64,408       $ 1,756,833       $   (488,253)
B & V Phase I, Ltd.                                          2,638,947           190,830         2,758,628           (845,068)
Blue Hill Housing Limited Partnership                        6,527,094           111,325        10,901,190         (3,416,271)
Cityside Apartments, L.P.                                    7,802,632           131,591        13,785,799         (4,178,545)
Cobbet Hill Associates Limited Partnership                  13,638,653           504,683        16,089,978         (5,342,860)
Dunbar Limited Partnership                                   3,998,205           117,126         5,661,631         (1,806,293)
Dunbar Limited Partnership No. 2                             4,578,433           131,920         6,349,410         (2,091,678)
Erie Associates Limited Partnership                            914,034            34,844         1,050,946           (625,762)
Federal Apartments Limited Partnership                       5,255,821           279,750         8,397,981         (2,680,492)
Golden Gates Associates                                      4,640,520            29,585         5,818,392         (2,002,181)
Grove Park Housing, A California Limited Partnership         6,902,010           956,952         7,676,667         (2,265,325)
Gulf Shores Apartments Ltd.                                  1,489,807           172,800         1,750,427           (604,448)
Hilltop North Associates, A Virginia Limited Partnership
                                                             3,309,917           240,514         4,803,496         (1,280,404)
Madison-Bellefield Associates                                3,579,463           245,000         5,580,759         (1,807,672)
Pine Hill Estates Limited Partnership                        2,425,687            40,000         3,867,047         (1,182,796)
Santa Juanita Limited Dividend Partnership L.P.              1,508,243           228,718         2,321,226           (688,156)
Vista del Mar Limited Dividend Partnership L.P.              5,335,087           565,689         8,693,087         (2,788,983)
Winnsboro Homes Limited Partnership                          1,211,824            30,000         1,804,038           (533,183)
                                                           -----------        ----------      ------------       ------------
                                                           $77,119,187        $4,075,735      $109,067,535       $(34,628,370)
                                                           ===========        ==========      ============       ============
</TABLE>
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

The summary of property  activity  during the year ended December 31, 1998 is as
follows:
<TABLE>
<CAPTION>
<S>                                 <C>                       <C>                            <C>
                                                                    Net change
                                      Balance as of           during the year ended            Balance as of
                                    December 31, 1997           December 31, 1998            December 31, 1998
                                    -----------------         ---------------------          -----------------
Land                                $       4,075,735         $            (225,674)         $       3,850,061
Buildings and improvements                109,067,535                    (3,309,459)               105,758,076
                                    -----------------         ---------------------          -----------------
                                          113,143,270                    (3,535,133)               109,608,137
Accumulated depreciation                  (34,628,370)                   (2,290,661)               (36,919,031)
                                    -----------------         ---------------------          -----------------

                                    $      78,514,900          $         (5,825,794)         $      72,689,106
                                    =================          ====================          =================

</TABLE>


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

B & V Phase I, Ltd.  ("B & V Phase  I"),  owned a  97-unit,  Section 8  assisted
apartment  complex  located in Homestead,  Florida.  Prior to the  Partnership's
investment  during the year ended March 30,  1995,  B & V Phase I was damaged by
Hurricane  Andrew in August 1992.  Since May 1, 1996, all 97 of the rental units
were  complete and  occupied.  Pursuant to an agreement  with the lender,  B & V
Phase I was to  commence  paying  debt  service  in  January  1995  which was to
coincide  with the  completion of  construction.  However,  due to  construction
delays,  B & V  Phase I had not  commenced  making  such  payments.  The  lender
declared a default  under the terms of the mortgage and, on December 9, 1996 the
lender  commenced a foreclosure  action.  After  pursuing  various legal efforts
which were  ultimately  unsuccessful  because  alternative  sources of financing
could not be secured, the property was transferred to the lender in May 1998. As
a result,  the combined  balance sheet of the Local  Partnerships as of December
31, 1998 and the combined  statement of operations of the Local Partnerships for
the year then  ended  presented  herein  Note 5 do not  include  the  assets and
liabilities  and results of operations of B & V Phase I with the exception of an
extraordinary  gain  recognized on the  extinguishment  of debt in the amount of
$2,467,526.  The  Partnership's  investment  balance  in B & V  Phase  I,  after
cumulative equity losses,  became zero during the year ended March 30, 1995. The
aforementioned  transfer  had no effect on the  financial  position,  results of
operations or cash flows of the Partnership.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


5. Investment in Local Partnerships (continued)

Erie Associates Limited Partnership ("Erie"), which was in the tenth year of the
Low-income Tax Credit  period,  was subject to an amended and restated note (the
"Amended  Note") dated  December 1, 1994 (which matured on December 1, 1997) and
was entitled to a project-based  rental subsidy under Chapter 707 of the Acts of
1966 of the  Commonwealth of  Massachusetts.  The original  financing called for
mandatory  debt  service of $7,647 per month,  while the Amended  Note  required
monthly  mandatory  debt  service  of $5,883.  The Local  General  Partners  had
reported that Erie was several  months in arrears under the terms of the Amended
Note, that a default was declared by the lender and that  discussions were being
held with the lender.  While  negotiations were ongoing,  the lender conducted a
foreclosure sale of the property in April 1998. The Partnership made an offer to
repurchase  the property and acquire the Amended Note in order to avoid  adverse
tax  consequences  but was ultimately  unsuccessful.  As a result,  the combined
balance sheet of the Local Partnerships as of December 31, 1998 and the combined
statement  of  operations  of the Local  Partnerships  for the year  then  ended
presented herein Note 5 do not include the assets and liabilities and results of
operations of Erie with the exception of an extraordinary gain recognized on the
extinguishment  of  debt in the  amount  of  $704,103.  The  combined  financial
statements  of the Local  Partnerships  for the year  ended  December  31,  1997
include  a  loss  from  impairment  of  long-lived  assets  of  $744,126,  which
represents  an  adjustment  of the  real  property  of Erie.  The  Partnership's
investment  balance in Erie, after cumulative equity losses,  became zero during
the year ended March 30, 1998. The aforementioned  transfer had no effect on the
financial position, results of operations or cash flows of the Partnership.

Cobbet was  originally  financed with a first  mortgage with  mandatory  monthly
payment  terms with the  Massachusetts  Housing  Finance  Agency  ("MHFA") and a
second  mortgage  with MHFA  under  the  State  Housing  Assistance  for  Rental
Production  Program  (the "SHARP  Operating  Loan")  whereby  proceeds  would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments"). The
terms of the  SHARP  Operating  Loan  called  for  declining  Operating  Subsidy
Payments  over its term (not more than 15 years).  However,  due to the economic
condition  of the  Northeast  region in the early  1990's,  MHFA  instituted  an
operating  deficit loan (the "ODL")  program  which  supplemented  the scheduled
reduction in the Operating  Subsidy  Payments.  Effective  October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no longer
receives the ODL, without which Cobbet is unable to make the full mandatory debt
service  payments on its first  mortgage.  MHFA has notified  Cobbet and, to the
Local General  Partners'  knowledge,  other ODL  recipients  as well,  that MHFA
considers  such  mortgages to be in default.  The Local  General  Partners  have
agreed to a plan, with  modifications  proposed by MHFA, to recapitalize  Cobbet
from capital to be received from the admission of a new limited  partner.  As of
the date of this report,  MHFA has not executed the plan. If the plan were to be
implemented, such new limited partner would receive a substantial portion of the
annual  allocation of Cobbet's tax losses upon such  partner's  admission,  plus
cash flows and residuals, if any. The Partnership and the Local General Partners
would retain a sufficient  interest in Cobbet to avoid  recapture of  Low-income
Tax Credits. There can be no assurance the plan will be implemented, and if not,
MHFA  would be  expected  to retain  its rights  under the loan  documents.  The
Partnership's  investment  balance in Cobbet,  after  cumulative  equity losses,
became zero during the year ended March 30, 1994.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


6. Transactions with General Partner and Affiliates

For the years ended March 30, 1999, 1998 and 1997, the  Partnership  paid and/or
incurred the  following  amounts to the General  Partner  and/or  affiliates  in
connection with services provided to the Partnership:
<TABLE>
<CAPTION>
<S>                              <C>                       <C>                       <C>


                                          1999                      1998                      1997
                                 -----------------------   -----------------------   ----------------------
                                    Paid       Incurred       Paid       Incurred       Paid       Incurred
                                 ----------    ---------   ----------    ---------   -----------   ---------
Management fee (see Note 8)        $175,466     $175,466     $175,466     $175,466     $175,466     $175,466



For the years ended  December 31, 1998,  1997 and 1996,  the Local  Partnerships
paid  and/or  incurred  the  following  amounts to the  General  Partner  and/or
affiliates in connection with services provided to the Local Partnerships:

                                          1998                     1997                          1996
                                 -----------------------   -----------------------   -----------------------
                                   Paid        Incurred      Paid        Incurred       Paid       Incurred
                                 ---------     ---------   ---------    ----------   ---------    ----------

Property management fees         $ 118,604     $ 163,029   $  84,628    $  167,376   $ 151,033    $  157,983

Insurance and other services        68,422        84,189      98,453       101,245     195,321       202,343

Advance                                 --            --      74,525            --          --            --


</TABLE>
<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


7. Taxable Loss

A reconciliation of the financial  statement net loss of the Partnership for the
years  ended  March 30,  1999,  1998 and 1997 to the tax return net loss for the
years ended December 31, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
<S>                                                         <C>                      <C>                      <C>
                                                                1999                      1998                     1997
                                                            -------------            --------------           --------------

Financial  statement  net loss for the years ended
   March 30, 1999, 1998 and 1997                            $  (2,543,362)           $   (1,684,224)          $   (2,384,219)

Add (less) net transactions occurring between
   January 1, 1996 to March 30, 1996                                   --                        --                  (40,146)
   January 1, 1997 to March 30, 1997                                   --                  (112,344)                 112,344
   January 1, 1998 to March 30, 1998                              (40,964)                   40,964                       --
   January 1, 1999 to March 30, 1999                               56,816                        --                       --
                                                            -------------            --------------           --------------


Adjusted financial statement net loss for the years
  ended December 31, 1998, 1997 and 1996                       (2,527,510)               (1,755,604)              (2,312,021)

Differences arising from equity in loss of
  investment in local partnerships                               (399,244)                  (36,449)              (3,435,403)

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

Other differences                                                     377                     2,085                  (7,010)
                                                            -------------            --------------           --------------
Tax return net loss for the years ended
  December 31, 1998, 1997 and 1996                          $  (2,146,614)           $   (1,799,943)          $   (5,754,434)
                                                            =============            ==============           ==============



The differences  between the investment in Local Partnerships for tax return and
financial reporting purposes as of December 31, 1998 and 1997 are as follows:

                                                                 1998                  1997
                                                            ---------------        -------------

Investment in Local Partnerships - financial reporting      $     4,628,179        $   5,886,792
Investment in Local Partnerships - tax                           (4,138,809)          (2,203,935)
                                                            ---------------        -------------

                                                            $     8,766,988        $   8,090,727
                                                            ===============        =============
</TABLE>
Payable to general partner in the accompanying balance sheets represents accrued
management  fees not  deductible for tax purposes  pursuant to Internal  Revenue
Code Section 267.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


8. Commitments and Contingencies

Pursuant to the  Partnership  Agreement,  the Partnership is required to pay the
General  Partner an annual  management fee  ("Management  Fee") in the amount of
$175,466 for its services in  connection  with the  management of the affairs of
the Partnership, subject to certain provisions of the Partnership Agreement. The
Partnership  incurred a  Management  Fee of $175,466 for each of the three years
ended  March 30,  1999.  An unpaid  Management  Fee in the  amount of $43,861 is
recorded as payable to general partner in the accompanying  balance sheets as of
March 30, 1999 and 1998.

In addition,  pursuant to the Partnership Agreement, the Partnership is required
to pay ML Fund Administrators Inc., an affiliate of the Selling Agent, an annual
administration  fee  ("Administration  Fee") in the  amount of  $152,758  and an
annual additional  administration fee ("Additional  Administration  Fee") in the
amount of $30,965 for its  administrative  services provided to the Partnership,
subject to certain  provisions of the  Partnership  Agreement.  The  Partnership
incurred  an  Administration  Fee and an  Additional  Administration  Fee in the
amounts of $152,758 and $30,965, respectively, for each of the three years ended
March 30, 1999.  Such amounts are  aggregated  and  reflected  under the caption
administration  fees  in  the  accompanying  statements  of  operations.  Unpaid
Additional  Administration Fees in the amount of $7,740 are included in accounts
payable and accrued expenses in the accompanying  balance sheets as of March 30,
1999 and 1998.

The rents of the  Properties,  many of which receive  rental  subsidy  payments,
including  payments  under  Section 8 of Title II of the Housing  and  Community
Development Act of 1974 ("Section 8"), are subject to specific laws, regulations
and agreements with federal and state agencies. The subsidy agreements expire at
various times during and after the Compliance Periods of the Local Partnerships.
In October 1997, Congress passed the Multifamily Assisted Housing and Reform and
Affordability  Act,  whereby the United  States  Department of Housing and Urban
Development  ("HUD") was given the  authority  to renew  certain  project  based
Section 8 contracts  expiring during HUD's fiscal year 1998,  where requested by
an owner,  for an  additional  one year term  generally at or below current rent
levels,  subject to certain guidelines.  In October 1998, HUD issued a directive
related to project based Section 8 contracts  expiring  during HUD's fiscal year
1999 which defines  owners'  notification  responsibilities,  advises  owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8  contracts,  provides  guidance and  procedures  to owners,
management agents,  contract  administrators and HUD staff on renewing Section 8
contracts,  provides guidance on setting renewal rents and handling renewal rent
increases  and provides the  requirements  and  procedures  for  opting-out of a
Section 8 project based contract.  The  Partnership  cannot  reasonably  predict
legislative  initiatives and governmental  budget  negotiations,  the outcome of
which could result in a reduction in funds available for the various federal and
state  administered  housing  programs  including  the  Section 8 program.  Such
changes  could  adversely  affect  the  future  net  operating  income  and debt
structure of any or all Local Partnerships  currently  receiving such subsidy or
similar subsidies. Four Local Partnerships' Section 8 contracts are scheduled to
expire in 1999.

In connection with Cobbet's  financing,  the Partnership has provided collateral
to  secure  a letter  of  credit  in the  amount  of  $242,529,  which  had been
established for the purpose of covering future  operating  deficits,  if any, of
Cobbet.  The  lender  may draw  directly  from the  letter of credit to fund any
operating deficits that exist and upon any default by Cobbet with respect to any
of the obligations under the loan agreement.  At the end of a 12-month period in
which the  property  achieves  positive  cash flow,  the undrawn  balance in the
letter of credit and any amounts  advanced under a separate  operating  guaranty
(not an  obligation  of the  Partnership)  shall be  released  or reduced at the
written request of Cobbet by $114,315.  Thereafter,  in any subsequent  12-month
period in which there is positive  cash flow,  the same amount may be  released.
These  releases  will  only be made so long as  Cobbet  has  complied  with  the
conditions set forth by the lender as provided in the loan agreement.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1999, 1998 AND 1997


9. Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments is
made in accordance  with the  requirements of SFAS No. 107,  "Disclosures  about
Fair Value of Financial Instruments." The estimated fair value amounts have been
determined  using  available  market  information,  assumptions,  estimates  and
valuation methodologies.

Cash and Cash Equivalents

The carrying amount approximates fair value.

Investments in Bonds Available-For-Sale

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

Interest Receivable

The carrying amount  approximates  fair value due to the terms of the underlying
investments.

The estimated fair value of the Partnership's  financial instruments as of March
30, 1999 and 1998 are disclosed elsewhere in the financial statements.


<PAGE>



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

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Registrant  has  no  officers  or  directors.   The  General   Partner   manages
Registrant's affairs and has general responsibility and authority in all matters
affecting  its  business.  The  responsibilities  of  the  General  Partner  are
currently  carried out by Richman Tax. The  executive  officers and directors of
Richman Tax are:
<TABLE>
<CAPTION>
<S>                                     <C>                                   <C>
                                        Served in present
Name                                    capacity since 1                      Position held
--------------------                    -----------------                     ----------------------------
Richard Paul Richman                    February 10, 1988                     President and Director
David A. Salzman                        April 29, 1994                        Vice President
Neal Ludeke                             February 10, 1988                     Vice President and Treasurer
Gina S. Scotti                          February 10, 1988                     Secretary

</TABLE>

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


Richard Paul Richman, age 51, is the sole Director and President of Richman Tax.
Mr. Richman is the President and principal  stockholder  of Richman  Group.  Mr.
Richman is involved in the syndication  and management of residential  property.
Mr. Richman is also a director of Wilder Richman  Resources  Corp., an affiliate
of Richman Tax and the general  partner of Secured  Income  L.P.,  a director of
Wilder Richman Historic Corporation, an affiliate of Richman Tax and the general
partner of Wilder  Richman  Historic  Properties II, L.P., a director of Richman
Tax Credits  Inc.,  an affiliate  of Richman Tax and the general  partner of the
general partner of American Tax Credit Properties II L.P., a director of Richman
Housing Credits Inc., an affiliate of Richman Tax and the general partner of the
general  partner of American  Tax Credit  Properties  III L.P. and a director of
Richman  American  Credit Corp.,  an affiliate of Richman Tax and the manager of
American Tax Credit Trust, a Delaware statutory business trust.

David A.  Salzman,  age 38, is a Vice  President  of  Richman  Tax and  minority
stockholder of Richman Group. Mr. Salzman is responsible for the acquisition and
development  of residential  real estate for  syndication as a Vice President of
acquisitions of Richman Group.

Neal  Ludeke,  age 41, is a Vice  President  and  Treasurer  of Richman Tax. Mr.
Ludeke,  a Vice  President  and the  Treasurer  of  Richman  Group,  is  engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition,  Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset  Management,  Inc.  ("RAM"),  an affiliate  of Richman  Tax. Mr.  Ludeke's
responsibilities  in connection with RAM include advisory services provided to a
small business investment company and various partnership management functions.

Gina S. Scotti,  age 43, is the  Secretary of Richman Tax. Ms.  Scotti is a Vice
President  and the  Secretary  of Richman  Group.  As the  Director  of Investor
Services, Ms. Scotti is responsible for communications with investors.

Item 11.  Executive Compensation

Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax any remuneration.  During the year ended March 30, 1999,
Richman Tax did not pay any remuneration to any of its officers or its director.

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Dominion  Capital  Inc.,  having the mailing  address P.O. Box 26532,  Richmond,
Virginia 23261, is the owner of 2,800 Units, representing  approximately 6.8% of
all such Units.  As of June 25, 1999,  no person or entity,  other than Dominion
Capital Inc.,  was known by Registrant to be the  beneficial  owner of more than
five percent of the Units.
Richman Tax is wholly-owned by Richard Paul Richman.


Item 13.  Certain Relationships and Related Transactions

The  General  Partner  and  certain of its  affiliates  are  entitled to receive
certain fees and  reimbursement  of expenses and have  received/earned  fees for
services  provided to  Registrant  as  described in Notes 6 and 8 to the audited
financial   statements   included  in  Item  8  -  "Financial   Statements   and
Supplementary Data" herein.

Transactions with General Partner and Affiliates

The net tax losses and net Low-income Tax Credits generated by Registrant during
the year ended December 31, 1998  allocated to the General  Partner were $21,466
and $44,356,  respectively.  The net tax losses and net  Low-income  Tax Credits
generated by the General  Partner  during the year ended December 31, 1998 (from
the allocation of Registrant  discussed above) and allocated to Richman Tax were
$14,597 and $30,162, respectively.

Indebtedness of Management

No officer or director of the General  Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 1999.


<PAGE>

                                     PART IV

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

    (a)   Financial Statements, Financial Statement Schedules and Exhibits

           (1)     Financial Statements

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

           (2)     Financial Statement Schedules

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                    <C>
                                                                                   Incorporated by
                                    Exhibit                                         Reference to

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>


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

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

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

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

       99.23      Pages 16 through 19 of Prospectus dated May         Exhibit 28.2 to Form 10-K Report
                  6, 1989 filed pursuant to Rule 424(b)(3) under      dated March 30, 1989
                  the Securities Act of 1933                          (File No. 33-20391)

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

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

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

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

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

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

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

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

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

       99.33      December 31, 1998  financial  statements  of
                  Blue Hill HousingLimited  Partnership  pursuant
                  to  Title 17,  Code of  Federal Regulations,
                  Section 210.3-09
</TABLE>
    (b) Reports on Form 8-K

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

    (c) Exhibits

        See (a)(3) above.

    (d) Financial Statement Schedules

        See (a)(2) above.


<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                 AMERICAN TAX CREDIT PROPERTIES L.P.
                                 (a Delaware limited partnership)

                                 By:  Richman Tax Credit Properties L.P.,
                                      General Partner

                                 by:  Richman Tax Credit Properties Inc.,
                                      general partner

Dated:  June 28, 1999            /s/ Richard Paul Richman
        -------------            ------------------------
                                 by: Richard Paul Richman
                                     President

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


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

       /s/ Richard Paul Richman                  President, Chief Executive Officer                    June 28, 1999
       -------------------------                 and Director of the general partner
          (Richard Paul Richman)                 of the General Partner


       /s/ Neal Ludeke                           Vice President and Treasurer of the                   June 28, 1999
       ----------------------------------        general partner of the General                        -------------
       (Neal Ludeke)                             Partner (Principal Financial and
                                                 Accounting Officer of Registrant)


</TABLE>

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      AMERICAN TAX CREDIT PROPERTIES L.P.
                                      (a Delaware limited partnership)

                                 By:  Richman Tax Credit Properties L.P.,
                                      General Partner

                                 by:  Richman Tax Credit Properties Inc.,
                                      general partner

Dated: June 28, 1999             /s/ Richard Paul Richman
       -------------             ------------------------
                                 by: Richard Paul Richman
                                     President

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


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

       /s/ Richard Paul Richman                  President, Chief Executive Officer
       --------------------------                and Director of the general partner
          (Richard Paul Richman)                 of the General Partner                                June 28, 1999
                                                                                                       -------------


       /s/ Neal Ludeke                           Vice President and Treasurer of the
       --------------------------                general partner of the General
          (Neal Ludeke)                          Partner (Principal Financial and                      June 28, 1999
                                                 Accounting Officer of Registrant)                     -------------

</TABLE>