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, 2004

                                       OR

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

                                     0-17619
                            (Commission File Number)

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

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

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

Registrant's telephone number, including area code:           (203) 869-0900
                                                              --------------
Securities registered pursuant to Section
12(b) of the Act:

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

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

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

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

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

Registrant has no voting stock.

Documents incorporated by reference:

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

<PAGE>

                                     PART I

Item 1.   Business
          --------

Formation
---------

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

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

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

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

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

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

Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998, Tax and Trade Relief Extension Act of 1999, Community
Renewal Tax Relief Act of 2000, Economic Growth and Tax Relief Reconciliation
Act of 2001, Job Creation and Worker Assistance Act of 2002 and Jobs and Growth
Tax Relief Reconciliation Act of 2003 (collectively the "Tax Acts")

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

Employees
---------

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

                                       2
<PAGE>

Item 2.  Properties
         ----------

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

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

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

Many of the Local Partnerships receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 ("Section 8") (see descriptions of subsidies on page 5). The subsidy
agreements expire at various times during and after the Compliance Periods of
the Local Partnerships. Since October 1997, the United States Department of
Housing and Urban Development ("HUD") has issued a series of directives related
to project based Section 8 contracts that define owners' notification
responsibilities, advise owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts, provide guidance
and procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and procedures
on setting renewal rents and handling renewal rent adjustments and provide the
requirements and procedures for opting-out of a Section 8 project based
contract. Registrant cannot reasonably predict legislative initiatives and
governmental budget negotiations, the outcome of which could result in a
reduction in funds available for the various federal and state administered
housing programs including the Section 8 program. Such changes could adversely
affect the future net operating income before debt service ("NOI") and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies. Three Local Partnerships' Section 8 contracts are currently
subject to renewal under applicable HUD guidelines. In addition, two Local
Partnerships entered into restructuring agreements in 2001, resulting in both a
lower rent subsidy (resulting in lower NOI) and lower mandatory debt service.

                                       3
<PAGE>

Item 2.      Properties (continued)
<TABLE>
<CAPTION>
                                                                       Mortgage
                                                                        loans
Name of Local Partnership                  Number                     payable as of     Subsidy
Name of apartment complex                rental of       Capital      December 31,       (see
Apartment complex location                 units       contribution       2003         footnotes)
--------------------------------        -----------    ------------   -------------    ---------
<S>                                        <C>         <C>            <C>              <C>
4611 South Drexel Limited Partnership
South Drexel Apartments
Chicago, Illinois                           44        $  891,848      $1,272,368          (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       6,304,320          (1a)

Cityside Apartments, L.P.
Cityside Apartments
Trenton, New Jersey                         126        6,098,988       7,250,136          (1a)

Cobbet Hill Associates Limited
Partnership
Cobbet Hill Apartments
Lynn, Massachusetts                         117        5,060,942      13,564,791        (1a&b)

Dunbar Limited Partnership
Spring Grove Apartments
Chicago, Illinois                           100        1,518,229       4,922,400        (1a&e)

Dunbar Limited Partnership No. 2
Park View Apartments
Chicago, Illinois                           102        1,701,849       5,251,411        (1a&e)

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

Federal Apartments Limited Partnership
Federal Apartments
Fort Lauderdale, Florida                    164        2,832,224       4,755,389        (1a&d)

Golden Gates Associates
Golden Gates
Brooklyn, New York                          85           879,478       4,494,277          (1b)

Grove Park Housing, A California Limited
Partnership Grove Park Apartments
Garden Grove, California                    104        1,634,396       6,670,694          (1a)
</TABLE>

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Mortgage
                                                                        loans
Name of Local Partnership                  Number                     payable as of     Subsidy
Name of apartment complex                rental of       Capital      December 31,       (see
Apartment complex location                 units       contribution       2003         footnotes)
--------------------------------        -----------    ------------   -------------    ---------
<S>                                        <C>         <C>            <C>               <C>
Gulf Shores Apartments Ltd.
Morgan Trace Apartments
Gulf Shores, Alabama                        50        $  352,693     $ 1,466,550          (1b)

Hilltop North Associates, A Virginia
Limited Partnership Hilltop North
Apartments
Richmond, Virginia                          160        1,470,734       3,086,203          (1a)

Madison-Bellefield Associates
Bellefield Dwellings
Pittsburgh, Pennsylvania                    158        1,047,744       2,981,693          (1a)

Pine Hill Estates Limited Partnership
Pine Hill Estates
Shreveport, Louisiana                       110          613,499       2,296,976        (1a&d)

Santa Juanita Limited Dividend
Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico                        45           313,887(2)    1,414,998        (1a&b)

Vista del Mar Limited Dividend
Partnership L.P.
Vista del Mar Apartments
Fajardo, Puerto Rico                        152        3,097,059       5,039,016        (1a&b)

Winnsboro Homes Limited Partnership
Winnsboro Homes
Winnsboro, Louisiana                        50           289,730       1,233,959        (1a&d)
                                                     ------------   -------------

                                                     $35,255,914    $ 72,005,181
                                                     ============   =============
</TABLE>

       (1)    Description of subsidies:

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

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

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

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

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

       (2)    Reflects amount attributable to Registrant only.

       (3)    The property is no longer held by Registrant as a result of
              lender's foreclosure. The Local Partnership has no underlying
              assets and liabilities and is not included in the combined balance
              sheets of the Local Partnerships as of December 31, 2003 and 2002
              in Note 5 to the financial statements.

                                       5
<PAGE>

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

Registrant is not aware of any material legal proceedings.


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

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


                                        6
<PAGE>

                                     PART II

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

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

There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of owners of Units as of May 31, 2004 was
approximately 2,420, holding 41,286 Units.

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

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

Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that are leveraged and receive government assistance in
various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2004 and 2003.

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, 2003 and 2002 and the cumulative Tax Credits, net of
recaptured Low-income Tax Credits, allocated from inception through December 31,
2002 are as follows:

                                              Historic                  Net
                                           Rehabilitation           Low-income
                                            Tax Credits             Tax Credits
                                         -----------------       ---------------
       Tax year ended December 31, 2003  $      --               $       .10
       Tax year ended December 31, 2002         --                      1.10

       Cumulative totals                 $    71.88              $  1,456.58

Registrant generated total Tax Credits from investments in Local Partnerships of
approximately $1,528 per Unit through December 31, 2003, net of circumstances
which have given rise to, and notwithstanding future circumstances which may
give rise to, recapture and loss of future benefits (see Part I, Item 2 -
Properties and Part II, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, herein). The Ten Year Credit
Period for all of the Properties was substantially exhausted as of December 31,
2001.


                                       7
<PAGE>

Item 6. Selected Financial Data
        -----------------------

The information set forth below presents selected financial data of Registrant.
Additional detailed financial information is set forth in the audited financial
statements included under Part II, Item 8 herein.
<TABLE>
<CAPTION>
                                            Years Ended March 30,
                       -----------------------------------------------------------------
                          2004          2003         2002         2001           2000
                       ---------    -----------   ----------   ----------    -----------
<S>                   <C>          <C>            <C>          <C>           <C>
Interest and other
  revenue              $   89,603    $  100,999    $  165,149    $   187,488     $  207,610
                       ==========    ==========    ==========    ===========     ==========
Equity in loss of
  investment
  in local
  partnerships        $  (600,150)   $ (143,793)   $ (102,800)   $(1,227,326)  $ (1,075,642)
                      ============   ===========   ===========   ============  =============

Net loss              $(1,092,174)  $  (560,050)   $ (387,357)   $(1,468,424)  $ (1,370,463)
                      ============  ============   ===========   ============  =============

Net loss per unit of
  limited partnership
  interest            $    (26.19)  $    (13.43)   $    (9.29)   $    (35.21)  $     (32.86)
                      ============  ============   ===========   ============  =============

                                               As of March 30,
                      --------------------------------------------------------------------
                          2004          2003          2002          2001           2000
                      -----------   -----------    ----------    -----------   ------------
Total assets           $1,472,362   $ 2,546,633    $3,058,191    $ 3,537,540   $  4,961,826
</TABLE>


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

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

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

As of March 30, 2004, Registrant has cash and cash equivalents, marketable
equity securities and investments in bonds totaling $773,621, which is available
for operating expenses of Registrant and circumstances which may arise in
connection with the Local Partnerships. As of March 30, 2004, Registrant's
investments in bonds represent corporate bonds of $120,062, U.S. Treasury bonds
of $243,873 and U.S. government agency bonds of $287,283, with various maturity
dates ranging from 2004 to 2007. Registrant acquired such investments in bonds
with the intention of utilizing proceeds generated by such investments to meet
its annual obligations. Future sources of Registrant funds are expected to be
primarily from interest earned on working capital and limited cash distributions
from Local Partnerships.

During the year ended March 30, 2004, Registrant received cash from interest
revenue, redemptions/maturities and sales of bonds and distributions from Local
Partnerships and utilized cash for operating expenses, investments in bonds and
advances to a Local Partnership (see Local Partnership Matters below). Cash and
cash equivalents, marketable equity securities and investments in bonds
decreased, in the aggregate, by approximately $561,000 during the year ended
March 30, 2004 (which includes a net unrealized gain on investments in bonds and
marketable equity security of approximately $53,000, the amortization of net
premium on investments in bonds of approximately $5,000 and the accretion of
zero coupon bonds of approximately $18,000). Notwithstanding circumstances that
may arise in connection with the Properties, Registrant does not expect to
realize significant gains or losses on its investments in bonds, if any.


                                       8
<PAGE>

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

During the year ended March 30, 2004, 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, 2003 of $600,150 and cash distributions received
from Local Partnerships of $2,500 (exclusive of distributions from Local
Partnerships of $22,500 classified as other income), partially offset by
advances made to a Local Partnership of $114,149 (see discussion below under
Local Partnership Matters). Payable to general partner and affiliates in the
accompanying balance sheets as of March 30, 2004 and 2003 represents deferred
management and administration fees.

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

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

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

Registrant's operations for the years ended March 30, 2004, 2003 and 2002
resulted in net losses of $1,092,174, $560,050 and $387,357, respectively. The
increase in net loss from 2003 to 2004 is primarily attributable to (i) an
increase in equity in loss of investment in local partnerships of approximately
$456,000, which increase is primarily attributable to operating losses of
certain Local Partnerships in which the Partnership continues to have an
investment balance and (ii) a loss of approximately $66,000 on the conversion of
an investment in bonds to a marketable equity security resulting from the
corporate restructuring of the bond issuer's debt. The increase in net loss from
2002 to 2003 is primarily attributable to (i) a decrease in interest revenue of
approximately $69,000 as a result of lower average balances of cash and cash
equivalents and investments in bonds and lower money market rates, (ii) an
accrual of $75,000 as a result of a new filing fee charged to partnerships in
the state of New Jersey and (iii) an increase in equity in loss of investment in
local partnerships of approximately $41,000, which increase is primarily
attributable to the recognition of income in fiscal 2002 of $150,000 that had
been recorded as a commitment to a local Partnership in a prior year, partially
offset by a decrease in the net operating losses of certain Local Partnerships
in which the Partnership continues to have an investment balance.

The Local Partnerships' loss from operations of approximately $4,282,000 for the
year ended December 31, 2003 includes depreciation and amortization expense of
approximately $3,996,000 and interest on non-mandatory debt of approximately
$755,000, and does not include principal payments on permanent mortgages of
approximately $752,000. The Local Partnerships' loss from operations of
approximately $4,197,000 for the year ended December 31, 2002 includes
depreciation and amortization expense of approximately $3,956,000 and interest
on non-mandatory debt of approximately $682,000, and does not include principal
payments on permanent mortgages of approximately $754,000. The Local
Partnerships' loss from operations of approximately $4,130,000 for the year
ended December 31, 2001 includes depreciation and amortization expense of
approximately $4,057,000 and interest on non-mandatory debt of approximately
$604,000, and does not include principal payments on permanent mortgages of
approximately $769,000. The results of operations of the Local Partnerships for
the year ended December 31, 2003 are not necessarily indicative of the results
that may be expected in future periods.

                                       9
<PAGE>

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

Local Partnership Matters
-------------------------

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period was fully exhausted by all of the Properties as of December 31,
2001. The required holding period of each Property, in order to avoid Low-income
Tax Credit recapture, is fifteen years from the year in which the Low-income Tax
Credits commence on the last building of the Property (the "Compliance Period").
The Properties must satisfy various requirements including rent restrictions and
tenant income limitations (the "Low-income Tax Credit Requirements") in order to
maintain eligibility for the recognition of the Low-income Tax Credit at all
times during the Compliance Period. Once a Local Partnership has become eligible
for the Low-income Tax Credit, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the Low-income
Tax Credit Requirements. As of December 31, 2003, the Compliance Period of
twelve Local Partnerships has expired.

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

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that are payable only from available cash flow subject to the terms and
conditions of the notes, which may be subject to specific laws, regulations and
agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the year ended December 31, 2003, revenue from
operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full mandatory debt service payments on its first
mortgage. MHFA issued a formal notice of default dated February 2, 2004. The
Local General Partners are currently negotiating with MHFA to transfer the
ownership of the Property to the unaffiliated management agent, which will
redevelop and recapitalize the Property. Registrant does not believe that it
will receive any proceeds from such a transfer. Since the date MHFA ceased
funding the ODL through December 31, 2003, Cobbet has accumulated approximately
$2,117,000 of principal and interest arrearages. The Registrant's investment
balance in Cobbet, after cumulative


                                       10
<PAGE>

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

equity losses, became zero during the year ended March 30, 1994. The Compliance
Period in connection with Cobbet expired on December 31, 2003.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $40,000 for the year ended December 31, 2003 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of March 30, 2004, Registrant has advanced $539,415, of
which $114,149 was advanced during the year then ended. The Local General
Partner represents that payments on the mortgage and real estate taxes are
current. Registrant's investment balance in South Drexel, after cumulative
equity losses, became zero during the year ended March 30, 1996 and advances
made by Registrant have been offset by additional equity in loss of investment
in local partnerships. South Drexel generated approximately $1.7 per Unit per
year of credits to the limited partners upon the expiration of its Low-income
Tax Credit allocation in 2000.

Dunbar Limited Partnership No. 2 ("Dunbar 2"), which restructured it's mortgage
and housing assistance contract under the mark to market program in 2001,
incurred an operating deficit for the year ended December 31, 2003 of
approximately $72,000. The Local General Partner reported that during the
process of Dunbar 2's debt and subsidy restructuring, certain operating expenses
were not considered in the underwriting budget when the Mandatory Debt Service
and rents were restructured. The Local General Partner is currently working with
HUD and the lender to modify the loans and subsidy agreements in an effort to
eliminate or reduce the operating deficits. The Local General Partner represents
that payments on the mortgages and real estate taxes are current. Registrant's
investment balance in Dunbar 2, after cumulative equity losses, became zero
during the year ended March 30, 1997. The Compliance Period in connection with
Dunbar 2 expired on December 31, 2003.

On November 3, 2003, the Local General Partners of Blue Hill Housing Limited
Partnership ("Blue Hill") entered into a Purchase and Sale agreement whereby the
Property was expected to be sold on March 1, 2004. The original agreement has
been renegotiated and the Local General Partners anticipate executing an Amended
and Restated Purchase and Sale Agreement with a new closing date scheduled for
July 2004. The estimated proceeds to be received by Registrant in connection
with the sale is approximately $1,000,000. The agreement is subject to various
terms and conditions and is subject to termination; accordingly, there is no
assurance that such sale will ultimately take place or that the estimated
proceeds will be realized. The Compliance Period in connection with Blue Hill
expired on December 31, 2003.

Inflation
---------

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

Contractual Obligations
-----------------------

As of March 30, 2004, Registrant has the following contractual obligations
(payments due by period):
<TABLE>
<CAPTION>
                                      Total     < 1 year    1 - 3 years   3 - 5 years   > 5 years
                                   ----------   --------    -----------   -----------   ---------
<S>                                <C>          <C>         <C>           <C>           <C>
Other Liabilities:
Payable to General Partner
 and Affiliates (1)                 $ 78,969    $ 78,969    $        --   $       --    $      --
                                    ========    ========    ===========   ===========   =========
</TABLE>

(1) Such amounts are current liabilities.

                                       11
<PAGE>


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

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

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

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

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

Recent Accounting Pronouncements
--------------------------------

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than December 15, 2003.
The Registrant has not created any variable interest entities after January 31,
2003. In December 2003, the FASB redeliberated certain proposed modifications
and revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no
later than the first reporting period ending after March 15, 2004. The adoption
of FIN 46 (R) is not expected to have a material impact on the Registrant's
financial reporting and disclosure.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities (or assets in some
circumstances) in the balance sheets. Further, SFAS No. 150 requires disclosure
regarding the terms of those instruments and settlement alternatives. The
guidance in SFAS No. 150 generally was effective for all financial instruments
entered into or modified after May 31, 2003, and was otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
Registrant has evaluated SFAS No. 150 and determined that it does not have an
impact on the Registrant's financial reporting and disclosures.


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

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

                                       12
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

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

Report of Independent Registered Public Accounting Firm......................14

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

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

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

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

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



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


                                       13
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners
American Tax Credit Properties L.P.

      We have audited the accompanying balance sheets of American Tax Credit
Properties L.P. as of March 30, 2004 and 2003, and the related statements of
operations, partners' equity (deficit) and cash flows for each of the three
years in the period ended March 30, 2004. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the 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, 2004 and 2003, and the results of its
operations, changes in partners' equity (deficit) and its cash flows for each of
the three years in the period ended March 30, 2004, in conformity with
accounting principles generally accepted in the United States of America.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 11, 2004


                                       14
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                             MARCH 30, 2004 AND 2003


<TABLE>
<CAPTION>
                                                 Notes        2004           2003
                                                 -----        ----           ----
<S>                                             <C>       <C>          <C>
ASSETS

Cash and cash equivalents                         3,9    $   76,527    $    112,459
Marketable equity securities                      4,9        45,876
Investments in bonds                            4,5,8,9     651,218       1,222,323
Investment in local partnerships                  5,8       693,644       1,182,145
Interest receivable                                9          5,097          29,706
                                                         ----------    ------------
                                                         $1,472,362    $  2,546,633
                                                         ==========    ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses                    $   92,142    $    127,263
Payable to general partner and affiliates         6,8        78,969          79,004
                                                         ----------    ------------
                                                            171,111         206,267
                                                         ----------    ------------
Commitments and contingencies                     5,8

Partners' equity (deficit)                        2,4

  General partner                                          (353,127)       (342,205)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                      1,610,443       2,691,695
  Accumulated other comprehensive income
   (loss), net                                               43,935          (9,124)
                                                         ----------    -------------

                                                          1,301,251       2,340,366
                                                         ----------    ------------

                                                         $1,472,362    $  2,546,633
                                                         ==========    ============
</TABLE>


                       See Notes to Financial Statements.

                                       15
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 2004, 2003 and 2002


<TABLE>
<CAPTION>
                                            Notes          2004             2003            2002
                                            -----     ------------     ------------     -----------

REVENUE

<S>                                                   <C>              <C>              <C>
Interest                                              $    67,103      $    77,249      $   146,424
Other income from local partnerships                       22,500           23,750           18,725
                                                      ------------     ------------     ------------
TOTAL REVENUE                                              89,603          100,999          165,149
                                                      ------------     ------------     ------------

EXPENSES

Administration fees                          6,8          183,723          183,723          183,723
Management fee                               6,8          175,466          175,466          175,466
Professional fees                                          85,742           57,472           60,002
State of New Jersey filing fees                            47,142           75,000
Printing, postage and other                                23,404           25,595           30,515
                                                      ------------     ------------     ------------
TOTAL EXPENSES                                            515,477          517,256          449,706
                                                      ------------     ------------     ------------
Loss from operations                                     (425,874)        (416,257)        (284,557)

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

Equity in loss of investment in
local partnerships                             5         (600,150)        (143,793)        (102,800)
                                                      ------------     ------------     ------------

NET LOSS                                               (1,092,174)        (560,050)        (387,357)


Other comprehensive income (loss), net         4           53,059          (21,224)         (96,983)

COMPREHENSIVE LOSS                                    $(1,039,115)     $  (581,274)     $  (484,340)
                                                      ============     ============     ============

NET LOSS ATTRIBUTABLE TO                       2

   General partner                                    $   (10,922)     $    (5,601)     $    (3,874)
   Limited partners                                    (1,081,252)        (554,449)        (383,483)
                                                      ------------     ------------     ------------

                                                      $(1,092,174)     $  (560,050)     $  (387,357)
                                                      ============     ============     ============

NET LOSS per unit of limited
partnership
   interest (41,286 units of
   limited partnership interest)                      $    (26.19)     $    (13.43)     $     (9.29)
                                                      ============     ============     ============
</TABLE>



                      See Notes to Financial Statements.

                                       16
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
               STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 2004, 2003 and 2002



<TABLE>
<CAPTION>
                                                                         Accumulated
                                                                             Other
                                                                         Comprehensive
                                         General           Limited           Income
                                         Partner           Partners        (Loss), Net         Total
                                      -------------     -------------    --------------    --------------
<S>                                   <C>               <C>              <C>               <C>
Partners' equity (deficit),
March 30, 2001                        $  (332,730)      $ 3,629,627       $   109,083        $ 3,405,980

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

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

Partners' equity (deficit),
March 30, 2002                           (336,604)        3,246,144            12,100         2,921,640

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

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

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

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

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

Partners' equity (deficit),
March 30, 2004                        $  (353,127)      $ 1,610,443       $    43,935       $ 1,301,251
                                      ============      ============      ============      =============
</TABLE>



                      See Notes to Financial Statements.


                                       17
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 2004, 2003 and 2002

<TABLE>
<CAPTION>
                                                         2004               2003               2002
                                                    -------------      -------------      --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>                <C>                <C>
Interest received                                   $    67,248        $   100,398        $   152,482
Cash paid for
   administration fees                                 (183,764)          (183,718)          (179,388)
   management fee                                      (175,460)          (175,466)          (175,466)
   professional fees                                    (77,149)           (57,472)           (58,538)
   State of New Jersey filing fee                       (91,857)
   printing, postage and other expenses                 (22,403)           (30,884)           (31,323)
                                                    ------------       ------------       ------------
Net cash used in operating activities                  (483,385)          (347,142)          (292,233)
                                                    ------------       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships               25,000            153,853            175,236
Advances to local partnerships                         (114,149)           (57,356)           (70,700)

Investments in bonds (includes accrued
 interest of $0, $198 and $1,636)
                                                       (486,983)          (249,573)          (259,215)
Maturity/redemption and sale of bonds                 1,023,585            389,000            593,000
                                                    ------------       ------------       ------------

Net cash provided by investing activities               447,453            235,924            438,321
                                                    ------------       ------------       ------------

Net increase (decrease) in cash and cash
equivalents                                             (35,932)          (111,218)           146,088

Cash and cash equivalents at beginning of year          112,459            223,677             77,589
                                                    ------------       ------------       ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR            $    76,527        $   112,459        $   223,677
                                                    ============       ============       ============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds
   and marketable equity security, net              $    53,059        $   (21,224)       $   (96,983)
                                                    ============       ============       ============
</TABLE>


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




                      See Notes to Financial Statements.

                                       18
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 2004, 2003 and 2002


<TABLE>
<CAPTION>
                                                            2004             2003              2002
                                                       -------------    -------------     --------------
RECONCILIATION OF NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES

<S>                                                    <C>              <C>               <C>
Net loss                                               $(1,092,174)     $  (560,050)      $  (387,357)

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

  Equity in loss of investment in local
  partnerships                                             600,150          143,793           102,800
  Gain on redemption and sale of bonds                     (11,707)
  Loss on conversion of bond to marketable
  equity security                                           66,150
  Distributions from local partnerships
    classified as other income                             (22,500)         (23,750)          (18,725)
  Amortization of net premium on investments
  in bonds                                                   4,788           23,943            20,429
  Accretion of zero coupon bonds                           (17,545)         (16,279)          (16,279)
  Decrease in interest receivable                           24,609           15,485             1,908
  Increase (decrease) in accounts payable and
  accrued expenses                                         (35,121)          69,711               656
  Increase (decrease) in payable to general
  partner and affiliates                                       (35)               5             4,335
                                                       ------------     ------------      ------------
NET CASH USED IN OPERATING ACTIVITIES                  $  (483,385)     $  (347,142)      $  (292,233)
                                                       ============     ============      ============
</TABLE>


                      See Notes to Financial Statements.


                                       19
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 2004, 2003 and 2002


1   Organization, Purpose and Summary of Significant Accounting Policies

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

Basis of Accounting and Fiscal Year
-----------------------------------

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

Investment in Local Partnerships
--------------------------------

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

The Partnership regularly assesses the carrying value of its investments in
local partnerships. If the carrying value of an investment in a Local
Partnership exceeds the estimated value derived by management, the Partnership
reduces its investment in any such Local Partnership and includes such reduction
in equity in loss of investment in local partnerships.

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

Use of Estimates
----------------

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

Cash and Cash Equivalents
-------------------------

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


                                       20
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002

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

Investments in Bonds and Marketable Equity Security
---------------------------------------------------

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

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

Income Taxes
------------

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

Reclassifications
-----------------

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

Recent Accounting Pronouncements
--------------------------------

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 are applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
2003. In December 2003, the FASB redeliberated certain proposed modifications
and revised FIN 46 ("FIN 46 (R)"). The revised provisions are applicable no
later than the first reporting period ending after March 15, 2004. The adoption
of FIN 46 (R) is not expected to have a material impact on the Partnership's
financial reporting and disclosure.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities (or assets in some
circumstances) in the balance sheets. Further, SFAS No. 150 requires disclosure
regarding the terms of those instruments and settlement alternatives. The
guidance in SFAS No. 150 generally was effective for all financial instruments
entered into or modified after May 31, 2003, and was otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
Partnership has evaluated SFAS No. 150 and determined that it does not have an
impact on the Partnership's financial reporting and disclosures.

2. Capital Contributions

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

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

                                       21
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


3. Cash and Cash Equivalents

As of March 30, 2004, the Partnership has $76,527 in cash and cash equivalents
that are deposited in interest-bearing accounts with an institution that is not
insured by the Federal Deposit Insurance Corporation.


4. Investments in Bonds and Marketable Equity Security

The Partnership carries its investments in bonds and marketable equity security
as available-for-sale because such investments are used to facilitate and
provide flexibility for the Partnership's obligations, including the providing
of operating advances resulting from circumstances that may arise in connection
with the Local Partnerships. Such bonds include $243,873 restricted in
connection with a Local Partnership's outstanding letter of credit (see Note 8).
Investments in bonds and marketable equity security are reflected in the
accompanying balance sheets at estimated fair value. In connection with the
reorganization of an issuer of one of the Partnership's investments in bonds,
such investment was converted to a marketable equity security. In connection
with such conversion, the Partnership recognized a loss of $66,150 as reflected
in the accompanying statement of operations for the year ended March 30, 2004.

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

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

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

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

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

                                          $ 623,309        $  28,334       $    (425)        $ 651,218
                                          =========        =========       ==========        =========
Marketable Equity Security                $  29,850        $  16,026       $      --         $  45,876
                                          =========        =========       ==========        =========
</TABLE>


                                       22
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


4. Investments in Bonds (continued)

As of March 30, 2003, certain information concerning investments in bonds is as
follows:
<TABLE>
<CAPTION>
                                                                 Gross            Gross
                                             Amortized         unrealized       unrealized        Estimated
Description and maturity                       cost              gains            losses          fair value
------------------------                       ----              -----            ------          ----------
<S>                                        <C>             <C>              <C>                 <C>
Corporate debt securities
 After one year through
 five years                                $   212,592      $     9,861      $   (80,158)        $   142,295
                                           -----------      -----------      ------------        -----------
U.S. Treasury debt securities
 Within one year                               551,000           13,523             --               564,523
 After one year through five years             172,744           18,240             --               190,984
                                           -----------      -----------      ------------        -----------

                                               723,744           31,763             --               755,507
                                           -----------      -----------      ------------        -----------

U.S. government and agency securities
 After one year through five years             295,111           29,410             --               324,521
                                           -----------      -----------      ------------        -----------


                                           $ 1,231,447      $    71,034      $   (80,158)        $ 1,222,323
                                           ===========      ===========      ============        ===========
</TABLE>


                                       23
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 AND 2002


5. Investment in Local Partnerships

As of March 30, 2004, the Partnership owns a limited partnership interest in the
following Local Partnerships:

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

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

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

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The rents of the Properties are controlled by federal and
state agencies pursuant to applicable laws and regulations. Under the terms of
each of the Local Partnership's partnership agreements, the Partnership has made
capital contributions in the aggregate amount of $35,255,914, which includes
advances to certain Local Partnerships. As of December 31, 2003, the Local
Partnerships have outstanding mortgage loans payable totaling approximately
$72,005,000 and accrued interest payable on such loans totaling approximately
$6,781,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.

Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership (see Note 1).
The amount of such excess losses applied to other partners' capital was
$3,583,130, $3,956,247 and $3,932,727 for the years ended December 31, 2003,
2002 and 2001, respectively, as reflected in the combined statements of
operations of the Local Partnerships reflected herein Note 5.

The combined balance sheets of the Local Partnerships as of December 31, 2003
and 2002 and the combined statements of operations of the Local Partnerships for
the years ended December 31, 2003, 2002 and 2001 are reflected on pages 25 and
26, respectively.


                                       24
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

The combined balance sheets of the Local Partnerships as of December 31, 2003
and 2002 are as follows:
<TABLE>
<CAPTION>
                                                              2003             2002
ASSETS                                                   -------------    -------------
<S>                                                     <C>              <C>
Cash and cash equivalents                                $  1,070,668     $  1,563,601
Rents receivable                                              239,201          138,465
Escrow deposits and reserves                                3,044,006        3,711,505
Land                                                        3,850,061        3,850,061
Buildings and improvements (net of accumulated
  depreciation of $56,056,615 and $52,143,396)             53,115,262       55,939,017

Intangible assets (net of accumulated
  amortization of $897,456 and $824,571)                    1,553,094        1,615,827
Other assets                                                  876,877          990,098
                                                         ------------     ------------

                                                         $ 63,749,169     $ 67,808,574
                                                         ============     ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                  $  1,393,893     $  1,469,731
  Due to related parties                                    6,236,425        6,381,473
  Mortgage loans                                           72,005,181       72,804,866
  Notes payable                                               927,021          939,899
  Accrued interest                                          6,781,074        5,804,195
  Other liabilities                                           562,453          377,957
                                                         ------------     ------------

                                                           87,906,047       87,778,121
                                                         ------------     ------------

Partners' equity (deficit)

  American Tax Credit Properties L.P.
   Capital contributions, net of distributions             34,059,163       33,964,161
   Cumulative loss                                        (32,450,979)     (31,850,829)
                                                         ------------     ------------

                                                            1,608,184        2,113,332
                                                         ------------     ------------

  General partners and other limited partners
   Capital contributions, net of distributions                599,824          599,824
   Cumulative loss                                        (26,364,886)     (22,682,703)
                                                         ------------     ------------

                                                          (25,765,062)     (22,082,879)
                                                         ------------     ------------

                                                          (24,156,878)     (19,969,547)
                                                         ------------     ------------

                                                         $ 63,749,169     $ 67,808,574
                                                         ============     ============
</TABLE>


                                       25
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

The combined statements of operations of the Local Partnerships for the years
ended December 31, 2003, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>
                                          2003                 2002               2001
                                     -------------        -------------     ---------------
REVENUE
<S>                                 <C>                  <C>                <C>
Rental                               $ 15,327,981         $ 15,085,171       $ 15,038,216
Interest and other                        705,336              320,900            443,442
                                     ------------         ------------       ------------

Total Revenue                          16,033,317           15,406,071         15,481,658
                                     ------------         ------------       ------------

EXPENSES

Administrative                          2,674,019            2,699,282          2,480,935
Utilities                               1,636,803            1,504,982          1,670,023
Operating and maintenance               4,384,324            3,808,826          3,575,925
Taxes and insurance                     1,828,137            1,932,728          1,801,691
Financial                               5,796,716            5,701,385          6,026,087
Depreciation and amortization           3,995,651            3,956,029          4,057,034
                                     ------------         ------------       ------------

Total Expenses                         20,315,650           19,603,232         19,611,695
                                     ------------         ------------       ------------

NET LOSS                             $ (4,282,333)        $ (4,197,161)      $ (4,130,037)
                                     ============         ============       ============

NET LOSS ATTRIBUTABLE TO

  American Tax Credit Properties
  L.P                                $   (600,150)        $   (143,793)      $   (102,800)
  General partners and other
   limited partners, which
   includes Partnership loss in
   excess of investment of
   $3,583,130, $3,956,247 and
   $3,932,727                          (3,682,183)          (4,053,368)        (4,027,237)
                                     ------------         ------------       ------------

                                     $ (4,282,333)        $ (4,197,161)      $ (4,130,037)
                                     ============         ============       ============
</TABLE>


                                       26

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

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

<TABLE>
<CAPTION>

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

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

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

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


                                       27

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                        MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year ended
March 30, 2003 is as follows:

<TABLE>
<CAPTION>

                                                                                                     Cash
                                                                                     Cash        distributions
                                   Investment in                 Partnership's   distributions    classified as  Investment in
                                       Local      Investments     equity in        received        other income     Local
                                    Partnership    during the     loss for the    during the       during the     Partnership
                                   balance as of   year ended      year ended      year ended      year ended    balance as of
                                     March 30,      March 30,     December 31,     March 30,        March 30,      March 30,
Name of Local Partnership              2002           2003           2002            2003             2003           2003
-------------------------          -----------   ------------   -------------     -----------     -------------  -------------
<S>                              <C>           <C>            <C>         <C>   <C>             <C>           <C>
4611 South Drexel Limited
  Partnership                    $      --     $    57,356    $   (57,356) (2)   $      --        $    --       $      --
Blue Hill Housing Limited
  Partnership                        935,631          --          (12,822)          (127,140)          --          795,669
Cityside Apartments, L.P.               --            --             --    (1)          --             --              --
Cobbet Hill Associates Limited
  Partnership                           --            --             --    (1)          --             --              --
Dunbar Limited Partnership              --            --             --    (1)          --             --              --
Dunbar Limited Partnership No 2         --            --             --    (1)          --             --              --
Federal Apartments Limited
  Partnership                           --            --             --    (1)        (5,000)         5,000            --
Golden Gates Associates                 --            --             --    (1)          --             --              --
Grove Park Housing, A
  California Limited
  Partnership                           --            --             --    (1)          --             --
Gulf Shores Apartments Ltd.             --            --             --    (1)          --             --              --
Hilltop North Associates, A
  Virginia Limited Partnership          --            --             --    (1)          --             --              --
Madison-Bellefield Associates        445,845          --          (56,406)            (2,963)          --          386,476
Pine Hill Estates Limited
  Partnership                           --            --             --    (1)       (15,000)        15,000            --
Santa Juanita Limited Dividend
  Partnership L.P.                    17,209          --          (17,209) (2)          --             --              --
Vista del Mar Limited Dividend
  Partnership L.P.                      --            --             --    (1)          --             --              --
Winnsboro Homes Limited
  Partnership                           --            --             --    (1)        (3,750)         3,750            --
                                 -----------    ----------    -----------        -----------    -----------   ------------

                                 $ 1,398,685    $   57,356    $  (143,793)       $  (153,853)   $    23,750   $  1,182,145
                                 ===========    ==========    ===========        ===========    ===========   ============
</TABLE>

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

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


                                       28

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

Property information for each Local Partnership as of December 31, 2003 is as
follows:
<TABLE>
<CAPTION>
                                            Mortgage                         Buildings
                                             loans                              and          Accumulated
Name of Local Partnership                   payable            Land         improvements     depreciation
-------------------------                ------------     ------------    -------------    --------------
<S>                                     <C>                <C>            <C>              <C>
4611 South Drexel Limited Partnership    $ 1,272,368       $   64,408      $ 1,869,153      $  (894,651)
Blue Hill Housing Limited Partnership      6,304,320          111,325       11,003,947       (5,013,000)
Cityside Apartments, L.P.                  7,250,136          131,591       13,786,099       (7,191,317)
Cobbet Hill Associates Limited
  Partnership                             13,564,791          504,683       16,642,708       (9,015,284)
Dunbar Limited Partnership                 4,922,400          117,126        6,686,533       (3,194,934)
Dunbar Limited Partnership No. 2           5,251,411          131,920        7,148,577       (3,620,174)
Federal Apartments Limited Partnership     4,755,389          279,750        8,601,095       (4,666,886)
Golden Gates Associates                    4,494,277           29,585        5,821,145       (3,248,797)
Grove Park Housing, A California
  Limited Partnership                      6,670,694          956,952        7,676,667       (3,940,048)
Gulf Shores Apartments Ltd.                1,466,550          172,800        1,779,927         (978,902)
Hilltop North Associates, A Virginia
  Limited Partnership                      3,086,203          240,514        5,070,295       (2,154,195)
Madison-Bellefield Associates              2,981,693          245,000        6,025,694       (3,190,363)
Pine Hill Estates Limited Partnership      2,296,976           40,000        3,921,634       (2,086,827)
Santa Juanita Limited Dividend
  Partnership L.P.                         1,414,998          228,718        2,441,275       (1,209,705)
Vista del Mar Limited Dividend
  Partnership L.P.                         5,039,016          565,689        8,869,454       (4,705,850)
Winnsboro Homes Limited Partnership        1,233,959           30,000        1,827,674         (945,682)
                                        ------------      -----------     ------------     -------------
                                        $ 72,005,181       $3,850,061     $109,171,877     $(56,056,615)
                                        ============      ===========     ============     =============
</TABLE>

Property information for each Local Partnership as of December 31, 2002 is as
follows:
<TABLE>
<CAPTION>
                                             Mortgage                    Buildings
                                              loans                         and        Accumulated
Name of Local Partnership                    payable         Land       improvements   depreciation
-------------------------                 ------------    ------------  ------------- --------------
<S>                                      <C>             <C>           <C>           <C>
4611 South Drexel Limited Partnership     $ 1,290,624     $  64,408     $ 1,869,153   $  (825,609)
Blue Hill Housing Limited Partnership       6,351,495       111,325      10,902,347    (4,747,531)
Cityside Apartments, L.P.                   7,367,838       131,591      13,786,099    (6,689,393)
Cobbet Hill Associates Limited
  Partnership                              13,705,488       504,683      16,524,106    (8,382,822)
Dunbar Limited Partnership                  4,926,101       117,126       6,306,473    (2,929,151)
Dunbar Limited Partnership No. 2            5,254,348       131,920       6,914,158    (3,335,566)
Federal Apartments Limited Partnership      4,866,445       279,750       8,599,425    (4,322,429)
Golden Gates Associates                     4,526,635        29,585       5,821,145    (3,041,912)
Grove Park Housing, A California
  Limited Partnership                       6,719,705       956,952       7,676,667    (3,660,928)
Gulf Shores Apartments Ltd.                 1,471,397       172,800       1,769,802      (914,889)
Hilltop North Associates, A Virginia
  Limited Partnership                       3,133,602       240,514       5,024,045    (2,007,063)
Madison-Bellefield Associates               3,103,564       245,000       5,915,799    (2,973,514)
Pine Hill Estates Limited Partnership       2,317,500        40,000       3,921,634    (1,937,407)
Santa Juanita Limited Dividend
  Partnership L.P.                          1,429,828       228,718       2,430,592    (1,115,681)
Vista del Mar Limited Dividend
  Partnership L.P.                          5,091,354       565,689       8,793,294    (4,381,377)
Winnsboro Homes Limited Partnership         1,248,942        30,000       1,827,674      (878,124)
                                          ------------    ----------   ------------  -------------
                                          $72,804,866    $3,850,061    $108,082,413  $(52,143,396)
</TABLE>


                                       29
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


5. Investment in Local Partnerships (continued)

The summary of property activity during the year ended December 31, 2003 is as
follows:

<TABLE>
<CAPTION>

                                                           Net change
                                     Balance as of     during the year ended     Balance as of
                                   December 31, 2002    December 31, 2003       December 31, 2003
                                   -----------------    -----------------       -----------------

<S>                                 <C>                  <C>                      <C>
Land                                $   3,850,061        $        --              $   3,850,061
Buildings and improvements            108,082,413            1,089,464              109,171,877
                                    -------------        -------------            -------------
                                      111,932,474            1,089,464              113,021,938
Accumulated depreciation              (52,143,396)          (3,913,219)             (56,056,615)
                                    -------------        -------------            -------------

                                    $  59,789,078        $  (2,823,755)           $  56,965,323
                                    =============        =============            =============
</TABLE>

Cobbet was originally financed with a first mortgage with mandatory monthly
payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
second mortgage with MHFA under the State Housing Assistance for Rental
Production Program (the "SHARP Operating Loan") whereby proceeds would be
advanced monthly as an operating subsidy (the "Operating Subsidy Payments"). The
terms of the SHARP Operating Loan called for declining Operating Subsidy
Payments over its term (not more than 15 years). However, due to the economic
condition of the Northeast region in the early 1990's, MHFA instituted an
operating deficit loan (the "ODL") program that supplemented the scheduled
reduction in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no longer
receives the ODL, without which Cobbet is unable to make the full mandatory debt
service payments on its first mortgage. MHFA issued a formal notice of default
dated February 2, 2004. The Local General Partners are currently negotiating
with MHFA to transfer the ownership of the Property to the unaffiliated
management agent, which will redevelop and recapitalize the Property. The
Partnership does not believe that it will receive any proceeds from such a
transfer. Since the date MHFA ceased funding the ODL through September 30, 2003,
Cobbet has accumulated approximately $2,117,000 of principal and interest
arrearages. The Partnership's investment balance in Cobbet, after cumulative
equity losses, became zero during the year ended March 30, 1994. The Compliance
Period in connection with Cobbet expired on December 31, 2003.

The Partnership advanced $114,149 and $57,356 during the years ended March 30,
2004 and 2003, respectively, to South Drexel to fund operating deficits, which
includes making necessary capital improvements to the property. Cumulative
advances as of March 30, 2004 are $539,415. Such advances have been recorded as
investment in local partnerships and have been offset by additional equity in
loss of investment in local partnerships (see Note 1).


                                       30
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 and 2002


6. Transactions with General Partner and Affiliates

For the years ended March 30, 2004, 2003 and 2002, 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>
                                             2004                       2003                        2002
                                     ----------------------     ----------------------      -----------------------
                                      Paid         Incurred      Paid         Incurred        Paid         Incurred
                                     ----------------------     ----------------------      -----------------------
<S>                                  <C>           <C>          <C>          <C>           <C>           <C>
Management fee (see Note 8)          $175,460      $175,466     $175,466      $175,466      $175,466      $175,466

Administration fees (see Note 8)      183,764       183,723      183,718       183,723       179,388       183,723

For the years ended December 31, 2003, 2002 and 2001, the Local Partnerships
paid and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Local Partnerships:

<CAPTION>

                                             2003                       2002                        2001
                                     ----------------------     ----------------------      -----------------------
                                      Paid         Incurred      Paid         Incurred        Paid         Incurred
                                     ----------------------     ----------------------      -----------------------
<S>                                  <C>           <C>          <C>           <C>           <C>           <C>
Property management fees             $ 84,947      $ 87,173     $ 67,434      $ 60,176      $139,487      $101,228

Insurance and other services          163,996       160,726      153,507       133,596        97,256        92,119
</TABLE>



                                       31

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 AND 2002


7. Taxable Loss

A reconciliation of the financial statement net loss of the Partnership for the
years ended March 30, 2004, 2003 and 2002 to the tax return net loss for the
years ended December 31, 2003, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>

                                                       2004                2003               2002
                                                    -----------        -----------        -----------

<S>                                                 <C>                <C>                <C>
Financial  statement  net  loss for
  the years ended March 30, 2004,
  2003 and 2002                                     $(1,092,174)       $  (560,050)       $  (387,357)

Add (less) net transactions
occurring between
  January 1, 2001 to March 30, 2001                        --                 --              (92,406)
  January 1, 2002 to March 30, 2002                        --              (49,584)            49,584
  January 1, 2003 to March 30, 2003                     (70,557)            70,557               --
  January 1, 2004 to March 30, 2004                      91,703               --                 --
                                                    -----------        -----------        -----------

Adjusted financial statement net
  loss for the years ended December
  31, 2003, 2002 and 2001                            (1,071,028)          (539,077)          (430,179)

Differences arising from equity
  in loss of investment in local
    partnerships                                     (2,916,158)        (3,907,596)        (3,282,497)

Other income from local partnerships                    (22,500)           (35,000)           (12,475)

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

Other differences                                       (10,535)               366             (5,944)
                                                    -----------        -----------        -----------
Tax return net loss for the
  years ended December 31,
  2003, 2002 and 2001                               $(4,020,221)       $(4,481,307)       $(3,733,254)
                                                    ===========        ===========        ===========
</TABLE>


The differences between the investment in local partnerships for tax return and
financial reporting purposes as of December 31, 2003 and 2002 are as follows:

                                            2003            2002
                                        ------------     ----------

Investment in local partnerships -
  financial reporting                   $    693,644     $ 1,182,145
Investment in local partnerships - tax   (21,312,699)    (17,867,643)
                                        ------------     -----------

                                        $ 22,006,343     $19,049,788
                                        ============     ===========

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


                                       32
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 2004, 2003 AND 2002


8. Commitments and Contingencies

Pursuant to the Partnership Agreement, the Partnership incurs an annual
management fee ("Management Fee") in the amount of $175,466 payable to the
General Partner for its services in connection with the management of the
affairs of the Partnership. the Partnership incurred a Management Fee of
$175,466 for each of the three years ended March 30, 2004. Unpaid Management
Fees in the amount of $43,867 and $43,866 are recorded as payable to general
partner and affiliates in the accompanying balance sheets as of March 30, 2004
and 2003.

In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the Partnership.
Pursuant to an agreement with the General Partner, the Partnership incurs an
annual administration fee ("Administration Fee") in the amount of $152,758 and
an annual additional administration fee ("Additional Administration Fee") in the
amount of $30,965 for administrative services provided to the Partnership,
subject to certain provisions of the Partnership Agreement. The Partnership
incurred an Administration Fee and an Additional Administration Fee in the
amounts of $152,758 and $30,965, respectively, for each of the three years ended
March 30, 2004. Such amounts are aggregated and reflected under the caption
administration fees in the accompanying statements of operations. Unpaid
Administration Fees in the amount of $35,102 and $35,138 are included in payable
to general partner and affiliates in the accompanying balance sheets as of March
30, 2004 and 2003, respectively.

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

In connection with Cobbet's financing, the Partnership had provided collateral
to secure a letter of credit in the amount of $242,529, which had been
established for the purpose of covering future operating deficits, if any, of
Cobbet. The lender drew directly from the letter of credit in full in June 2004.



                                       33
<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                        MARCH 30, 2004, 2003 AND 2002


9. Fair Value of Financial Instruments

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

Cash and Cash Equivalents
-------------------------

The carrying amount approximates fair value.

Investments in Bonds and Marketable Equity Security
---------------------------------------------------

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

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, 2004 and 2003 are disclosed elsewhere in the financial statements.


10 .Quarterly Financial Information - Unaudited

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

<TABLE>
<CAPTION>

                                                   First             Second             Third             Fourth
                                                  Quarter            Quarter            Quarter           Quarter
                                                 -------------------------------------------------------------------

2004
----

<S>                                              <C>                <C>                <C>                <C>
Total revenue                                    $  19,565          $  22,334          $  25,009          $  22,695

Loss from operations                              (108,503)          (104,731)          (120,937)           (91,703)

Loss on Marketable Equity Security                 (66,150)              --                 --                 --

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

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

2003
----

Total revenue                                    $  23,949          $  23,821          $  25,442          $  27,787

Loss from operations                               (89,419)           (84,556)           (96,725)          (145,557)

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

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


                                       34

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES L.P.
                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                        MARCH 30, 2004, 2003 AND 2002


10.   Quarterly Financial Information - Unaudited (continued)

<CAPTION>

                                                   First             Second             Third             Fourth
                                                  Quarter            Quarter            Quarter           Quarter
                                                 -------------------------------------------------------------------

2002
----

<S>                                              <C>                <C>                <C>                <C>
Total revenue                                    $  39,743          $  43,574          $  41,474          $  40,358

Loss from operations                               (68,200)           (70,265)           (96,508)           (49,584)

Equity in income (loss)
 of investment in local partnerships               (31,496)            18,852            (15,364)           (74,792)

Net loss                                           (99,696)           (51,413)          (111,872)          (124,376)
</TABLE>




                                       35

<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure
         -----------------------------------------------------------------
None


Item 9A.  Controls and Procedures
          -----------------------

As of March 30, 2004, under the direction of the Chief Executive Officer and
Chief Financial Officer, Registrant evaluated the effectiveness of its
disclosure controls and procedures and internal controls over financial
reporting and concluded that (i) Registrant's disclosure controls and procedures
were effective as of March 30, 2004, and (ii) no changes occurred during the
quarter ended March 30, 2004, that materially affected, or are reasonably likely
to materially affect, such internal controls.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

Registrant has no officers or directors. The General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business. The responsibilities of the General Partner are
currently carried out by Richman Tax. The executive officers and directors of
Richman Tax are:

                            Served in present
Name                        capacity since (1)        Position held
----                        ------------------        -------------

Richard Paul Richman        February 10, 1988         Director
David A. Salzman            February 2, 2001          President
Neal Ludeke                 February 10, 1988         Vice President and
                                                      Treasurer
Gina S. Dodge               February 10, 1988         Secretary


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

Richard Paul Richman, age 56, is the sole Director of Richman Tax. Mr. Richman
is the Chairman and a stockholder of Richman Group. Mr. Richman is involved in
the syndication, development and management of residential property. Mr. Richman
is also a director of Wilder Richman Resources Corp., an affiliate of Richman
Tax and the general partner of Secured Income L.P., a director of Wilder Richman
Historic Corporation, an affiliate of Richman Tax and the general partner of
Wilder Richman Historic Properties II, L.P., a director of Richman Tax Credits
Inc., an affiliate of Richman Tax and the general partner of the general partner
of American Tax Credit Properties II L.P., a director of Richman Housing Credits
Inc., an affiliate of Richman Tax and the general partner of the general partner
of American Tax Credit Properties III L.P. and a director of Richman American
Credit Corp., an affiliate of Richman Tax and the manager of American Tax Credit
Trust, a Delaware statutory business trust.

David A. Salzman, age 43, is the President of Richman Tax and is a stockholder
and the President of Richman Group. Mr. Salzman is responsible for the
acquisition and development of residential real estate for syndication for
Richman Group.

Neal Ludeke, age 46, is a Vice President and Treasurer of Richman Tax. Mr.
Ludeke, a Vice President and the Treasurer of Richman Group, is engaged
primarily in the syndication, asset management and finance operations of Richman
Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of Richman
Asset Management, Inc. ("RAM"), an affiliate of Richman Tax. Mr. Ludeke's
responsibilities in connection with RAM include various partnership management
functions.

Gina S. Dodge, age 48, is the Secretary of Richman Tax. Ms. Dodge is a Vice
President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Dodge is responsible for communications with investors.

The Board of Directors of the General Partner acts as the audit committee of the
Registrant. Mr. Richman is a member of the Board of Directors of the General
Partner and is deemed to be an audit committee financial expert. Mr. Richman is
not independent of the Registrant.


                                       36
<PAGE>

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

The Board of Directors of the General Partner has adopted a code of ethics for
senior financial officers of the Registrant, applicable to the Registrant's
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions. The Registrant will provide to any person
without charge a copy of such code of ethics upon written request to the General
Partner at 599 W. Putnam Avenue, Greenwich, Connecticut 06830, Attention:
Secretary.


Item 11.  Executive Compensation
          ----------------------

Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax any remuneration. During the year ended March 30, 2004,
Richman Tax did not pay any remuneration to any of its officers or its director.


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

Dominion Capital Inc., having the mailing address 120 Tredegar Street, Richmond,
Virginia 23219, is the owner of 2,800 Units, representing approximately 6.8% of
all such Units. As of May 31, 2004, 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 Low-income Tax Credits generated by Registrant during the
year ended December 31, 2003 allocated to the General Partner were $40,202 and
$42, respectively. The net tax losses and Low-income Tax Credits generated by
the General Partner during the year ended December 31, 2003 (from the allocation
of Registrant discussed above) and allocated to Richman Tax were $27,339 and
$29, 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, 2004.


Item 14.  Principal Accountant Fees and Services
          --------------------------------------

The annual audit fees for Registrant for the years ended March 30, 2004 and 2003
were $44,596 and $42,976, respectively.

The annual tax preparation fees for Registrant for each of the years ended March
30, 2004 and 2003 were $11,000.


                                       37
<PAGE>


                                     PART IV

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

(a)   Financial Statements, Financial Statement Schedules and Exhibits
      ----------------------------------------------------------------

      (1)   Financial Statements
            --------------------

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

      (2)   Financial Statement Schedules
            -----------------------------

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

(3)   Exhibits
      --------

<TABLE>
<CAPTION>

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

<S>  <C>          <C>                                                 <C>
     3.1          Certificate of Limited Partnership of Registrant    Exhibit 3.2 to Amendment No. 2 to
                                                                      the Registration Statement on Form
                                                                      S-11 dated April 29, 1988
                                                                      (File No. 33-20391)
     10.1         4611 South Drexel Limited Partnership Agreement     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)


                                       38

<PAGE>

<CAPTION>

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

<S>  <C>          <C>                                                 <C>
     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          Exhibit 10.9 to Form 10-K Report
                  Second Amendment to the Amended and                 dated March 30, 1993
                  Restated Agreement and Certificate of Limited       (File No. 0-17619)
                  Partnership

     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)
     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)


                                       39
<PAGE>

<CAPTION>

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

<S>  <C>          <C>                                                 <C>
     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)


                                       40

<PAGE>

<CAPTION>

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

<S>  <C>          <C>                                                 <C>
     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)
     31.1         Rule 13a-14/15d-14(a) Certification of Chief
                  Executive Officer
     31.2         Rule 13a-14/15d-14(a) Certification of Chief
                  Financial Officer.
     32.1         Section 1350 Certification of Chief Executive
                  Officer.
     32.2         Section 1350 Certification of Chief Financial
                  Officer.
     99.22        Pages 21 through 35, 51 through 75 and89           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 6,     Exhibit 28.2 to Form 10-K Report
                  1989 filed pursuant to Rule 424(b)(3) under        dated March 30, 1990
                  the  Securities Act of 1933                        (File No. 0-17619)
     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

                                       41

<PAGE>

<CAPTION>

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

<S>  <C>          <C>                                                 <C>
     99.33        December 31, 1998 financial statements of Blue      Exhibit 99.33 to Form 10-K Report dated
                  Hill Housing Limited Partnership pursuant to        March 30, 1999
                  Title17, Code of Federal                            (File No. 0-17619)
                  Regulations, Section 210.3-09
     99.34        December 31, 1999 financial statements of Blue      Exhibit 99.34 to Form 10-K Report dated
                  Hill Housing Limited Partnership pursuant to        March 30, 2000
                  Title17, Code of Federal Regulations, Section       (File No. 0-17619)
                  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.


                                       42

<PAGE>


                                  SIGNATURES


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


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

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

                                    by: Richman Tax Credit Properties Inc.,
                                        general partner

Dated:  July 13, 2004               /s/ David Salzman
        -------------               ------------------------
                                    by:  David Salzman
                                         Chief Executive Officer


Dated:  July 13, 2004               /s/ Neal Ludeke
        -------------               ------------------------------
                                    by: Neal Ludeke
                                        Chief Financial Officer


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

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


     /s/ David Salzman         Chief Executive Officer of          July 13, 2004
     ----------------------    the general partner of              -------------
     (David Salzman)           the General Partner

     /s/ Neal Ludeke           Chief Financial Officer of          July 13, 2004
     ----------------------    the general partner of the          -------------
     (Neal Ludeke)             General Partner



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