AMENDMENT NO. 1
                                 TO THE
               SUMMERFIELD APARTMENTS LIMITED PARTNERSHIP
                     AMENDED AND RESTATED AGREEMENT
                         OF LIMITED PARTNERSHIP


     This  Amendment  No. 1 to the Amended  and  Restated  Agreement  of
Limited  Partnership  is  made  and  entered  into  as of the 1st day of
January, 1993, by and among the undersigned parties.

     WHEREAS,  as of  November  28,  1990,  Crosland  Investors,  Inc.,  a North
Carolina  corporation  ("Crosland") and SML, Inc., a North Carolina  corporation
("SML") as general partners,  and SML, as the Initial Limited Partner,  executed
an Agreement of Limited  Partnership  (the  "Agreement")  and a  Certificate  of
Limited Partnership (the "Certificate"),  pursuant to the North Carolina Revised
Uniform Limited  Partnership Act, N.C. Gen. Stat.  (delta)59-101 to 59-1106 (the
"Act"),  for the formation of Summerfield  Apartments  Limited  Partnership (the
"Partnership"),  which  Certificate was subsequently  filed in the Office of the
Secretary of State of North Carolina, on December 20, 1990; and

     WHEREAS,  the  Partnership  has been formed to acquire,  develop,  finance,
construct,  own,  maintain,  operate and sell or otherwise  dispose of a 52-unit
multifamily apartment complex intended for rental to low-income  individuals and
families, to be known as Summerfield Apartments, and to be located in Charlotte,
North Carolina (the "Apartment Complex"); and

     WHEREAS,   the  Partnership  has  received  a  construction  loan  for  the
development of the Apartment  Complex from First Union Bank of North Carolina in
the principal amount of $2,396,000,  and a  construction/permanent  loan for the
development  of  the  Apartment  Complex  from   Charlotte-Mecklenburg   Housing
Partnership, Inc. ("CMHP") in the principal amount of $475,000; and

     WHEREAS,   the   Partnership   has  received   permanent   loan   financing
(collectively,  the  "Mortgage  Loan")  for the  Apartment  Complex  from in the
aggregate  amount of $1,902,000  (including the $475,000  construction/permanent
loan from CMHP); and

     WHEREAS,  as of February  1, 1992,  an Amended and  Restated  Agreement  of
Limited  Partnership (the "Amended  Agreement") was executed to (i) continue the
Partnership;  (ii) admit  American  Tax Credit  Properties  III L.P., a Delaware
limited partnership, to the Partnership as a Limited Partner ("ATCP III"); (iii)
withdraw  the  Initial  Limited  Partner  from the  Partnership;  (iv)  withdraw
Crosland from the Partnership;  (v) reassign  Interests in the Partnership;  and
(vi) set forth all of the  provisions  governing  the  Partnership  (hereinafter
referred to as the "Partnership Agreement"); and

     WHEREAS,  the parties  hereto now desire to enter into this Amendment No. 1
to the Partnership  Agreement to (i) continue the  Partnership;  (ii) reduce the
Percentage Interest of ATCP III as the Limited Partner of the Partnership; (iii)
increase  the  percentage  Interest  of  SML  as  the  General  Partner  of  the
Partnership;  and (iv) amend certain provisions of the Partnership Agreement to,
among other things, reflect such reduction and increase in Percentage Interests.

     NOW,  THEREFORE,  in consideration of the foregoing,  of mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged,  the parties hereby agree to amend
the Partnership Agreement as follows:



<PAGE>



     I.    Article II. The  definition of "Projected  Credit" is revised
        to read as follows:

            "Projected  Credit"  means  Low-Income  Housing  Tax  Credits in the
            aggregate amount of $2,314,150 for the applicable  credit period for
            each  building  in  the  Apartment   Complex  which  the  Investment
            Partnership has projected (and which have been reviewed and accepted
            by the  General  Partner)  to be the  total  amount  of Tax  Credits
            available to the Partnership.

            In addition,  the reference to the amount of the Projected Credit in
        Section 4.01 (u) of the  Partnership  Agreement  and in Paragraph (u) of
        Schedule B to the Partnership Agreement are similarly revised.

     II.     Schedule   A.   Schedule  A  is  revised  by   substituting
        therefor the revised schedule A attached hereto.

            The revised Percentage  Interests set forth in Schedule A are agreed
        to in lieu of any increase in the Capital Contribution of ATCP III which
        otherwise may have been applicable pursuant to Section 5.01(e)(i) of the
        Partnership Agreement.

     III.    The Summerfield  Apartments Limited Partnership Amended and
        Restated  Agreement of Limited  Partnership,  as amended hereby,
        shall remain in full force and effect.


<PAGE>


COUNTY OF MECKLENBURG   )
                              :  ss
STATE OF NORTH CAROLINA )


      Before me, the undersigned  Notary Public in and for the aforesaid  County
and  State,  personally  appeared  Charles  E.  Teal,  in his  capacity  as Vice
President of SML, Inc., as General Partner,  of Summerfield  Apartments  Limited
Partnership,  and being duly sworn,  acknowledged the execution of the foregoing
Amendment No. 1 to the Amend and Restated  Agreement and  Certificate of Limited
Partnership

      Witness my hand and notarial seal this 27th day of January, 1993




                                        /s/  Melanie Mastalski
                                         Notary Public

My Commission Expires:



<PAGE>




                               SCHEDULE A

Partners, Capital Contributions and Partnership Interests

<TABLE>
<CAPTION>
                                 Capital                Partnership
General Partner                Contribution              Interest
<S>                      <C>                      <C>
SML, Inc.                        $100.00                   5.50%
135 Scaleybark Road
Charlotte, NC  28220

                                 Capital                Partnership
Limited Partner                Contribution              Interest

American Tax Credit             $1,038,667                94.50%
    Properties III L.P.
10 Valley Drive
Greenwich, CT  06831
</TABLE>


<PAGE>



      IN WITNESS WHEREOF,  the parties have affixed their signatures and
seals to this  Amendment No. 1 to the Amended and Restated  Agreement of
Limited Partnership of Summerfield  Apartments Limited Partnership as of
the date first written above.


                              GENERAL PARTNER:

ATTEST:                       SML, INC.


Bonnie Williams                           By:   /s/       Charles Teal
                                                Charles Teal
                                                Vice President



                              LIMITED PARTNER:

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

                        By: Richman Tax Credit Properties
                          III L.P., its general partner

                           By: Richman Housing Credits
                            Inc., its general partner

_________________________________         By:    /s/    Richard    H. Edson
                                                 Richard H. Edson
                                                 Vice President


<PAGE>


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                        )
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DISTRICT OF COLUMBIA    :  ss
                        )


       Before me, the undersigned  Notary Public in and for the aforesaid County
and  State,  personally  appeared  Richard H.  Edson,  in his  capacity  as Vice
President of Richman  Housing  Credits,  Inc., as general partner of Richman Tax
Credit Properties III L.P., as general partner of American Tax Credit Properties
III L.P., as a Limited Partner of Summerfield  Apartments  Limited  Partnership,
and being duly sworn,  acknowledged the execution of the foregoing Amendment No.
1 to the Amended and Restated Agreement and Certificate of Limited Partnership.

       Witness my hand and notarial seal this 26th day of January, 1993.



                               /s/ Trudy McBride
                               Notary Public

My Commission Expires: