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, 1998

                                                           OR

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

                                                         0-24600
                                                 (Commission File Number)

        American Tax Credit Trust, a Delaware statutory business trust
                                   Series I
     (Exact name of registrant as specified in its governing instruments)

                        Delaware                            06-6385350
(State or other jurisdiction of organization)(I.R.S.Employer Identification No.)

Richman American Credit Corp.
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 Beneficial Ownership 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 11 through 21 and 30 through 48 of the prospectus dated
September 7, 1993, as supplemented by Supplement No. 1, Supplement No. 2,
Supplement No. 3 and Supplement No. 4 dated September 7, 1993,
November 16, 1993, November 23, 1994 and December 28, 1994, respectively,
filed pursuant to Rule 424(b)(3) under the Securities Act of 1933.


<PAGE>

                                   PART I

Item 1.  Business

Formation

American Tax Credit Trust,  a Delaware  statutory  business trust (the "Trust"),
was formed on  February  4, 1993 to invest  primarily  in  leveraged  low-income
multifamily residential complexes (the "Property" or "Properties") which qualify
for the low-income tax credit  established by 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.  The Trust considers its
activity to constitute a single industry segment.

Richman American Credit Corp. (the "Manager"), a Delaware corporation, was
formed on April 5, 1993, under Chapter 1, Title 8 of the Delaware Code, to act
as the manager of the Trust. The Manager is wholly-owned by Richard Paul Richman
and is an affiliate of The Richman Group, Inc. ("Richman  Group"), a Delaware
corporation founded by Richard Paul Richman in 1988.

The  Amendment No. 4 to the  Registration  Statement on Form S-11 was filed with
the Securities and Exchange  Commission  (the  "Commission")  on August 25, 1993
pursuant to the Securities Act of 1933 under Registration Statement No. 33-58032
and  was  declared  effective  on  August  26,  1993.  Reference  is made to the
prospectus  dated  September  7, 1993,  as  supplemented  by  Supplement  No. 1,
Supplement No. 2, Supplement No. 3 and Supplement No. 4 dated September 7, 1993,
November 16, 1993, November 23, 1994 and December 28, 1994, 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 30 through 48 of
the Prospectus is incorporated herein by reference.

On September 13, 1993,  the Trust  commenced,  through  Merrill  Lynch,  Pierce,
Fenner & Smith  Incorporated  ("Merrill  Lynch")  and  PaineWebber  Incorporated
("PaineWebber"),  the offering of up to 150,000  units of  beneficial  ownership
interest ("Unit") at $1,000 per Unit to beneficial owners ("Beneficial  Owners")
in from one to twenty  series  (each a "Series").  This filing is presented  for
Series I only and as used herein,  the term Registrant refers to Series I of the
Trust. On November 29, 1993,  January 28, 1994 and May 25, 1994 the closings for
8,460, 4,909 and 5,285 Units,  respectively,  took place, amounting to aggregate
Beneficial Owners' capital contributions of $18,654,000.

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 11 through 21 of the  Prospectus  is  incorporated  herein by
reference.

Employees

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



<PAGE>


Item 1.  Business (continued)

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

Registrant  is organized as a limited  partnership  and is a "pass  through" tax
entity which does not, itself,  pay Federal income tax.  However,  the owners 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 owners 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.

Item 2.  Properties

The  executive  offices of  Registrant  and the  Manager 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 Manager.

Registrant's   primary  objective  is  to  provide  Low-income  Tax  Credits  to
Beneficial  Owners  generally  over a ten year period.  The  relevant  state tax
credit agency has allocated each of Registrant's Local Partnerships an amount of
Low-income Tax Credits,  which are  generally  available  for a ten year period
from the year the Property is placed in service.  The required holding period of
each Property,  in order to avoid  Low-income Tax Credit  recapture,  is fifteen
years from the year in which the  Low-income  Tax  Credits  commence on the last
building of the Property (the "Compliance Period"). In addition,  certain of the
Local  Partnerships  have entered into  agreements  with the relevant  state tax
credit  agencies  whereby the Local  Partnerships  must maintain the  low-income
nature of the  Properties  for a period  which  exceeds the  Compliance  Period,
regardless  of any sale of the  Properties by the Local  Partnerships  after 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.  Through  December 31,
1997,  none of the Local  Partnerships  have  suffered an event of  recapture of
Low-income Tax Credits.

Certain 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 4). The subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the Local  Partnerships.  In  October  1997,  Congress  passed  the  Multifamily
Assisted  Housing and Reform and  Affordability  Act  whereby the United  States
Department of Housing and Urban Development  ("HUD") has been given authority to
renew certain  project based  Section 8 contracts  expiring  during HUD's fiscal
year  1998,  where  requested  by an  owner,  for an  additional  one year  term
generally at or below current rent levels,  subject to certain  guidelines.  HUD
has additional  programs  which,  in general,  provide for  restructuring  rents
and/or mortgages where rents may be adjusted to market levels and mortgage terms
may be adjusted based on the reduction in rents, although there may be instances
in which only rents,  but not mortgages,  are  restructured.  Registrant  cannot
reasonably predict legislative initiatives and governmental budget negotiations,
the outcome of which  could  result in a reduction  in funds  available  for the
various federal and state administered  housing programs including the Section 8
program. Such changes could adversely affect the future net operating income and
debt structure of any or all Local Partnerships currently receiving such subsidy
or similar subsidies.  One Local Partnership's Section 8 contract,  which covers
certain rental units, is scheduled to expire in September 1998.

Registrant owns a 98.9%-99%  limited  partnership  interest ("Local  Partnership
Interest") in ten Local Partnerships reflected on the following page.



<PAGE>



<TABLE>
<CAPTION>
Item 2.  Properties (continued)

                                                             Capital contribution
                                                                  obligation              
                                                        ------------------------------       Mortgage
   Name of Local Partnership                 Number       Total as of   Paid through    loans payable as of      Subsidy
   Name of apartment complex                of rental       March 30,     March 30,        December 31,          (see
   Apartment complex location                 units           1998          1998               1997             footnotes)
   -----------------------------           -----------  -------------  --------------   ------------------     ------------
   <S>                                     <C>          <C>             <C>              <C>                    <C>

   ACP Housing Associates, L.P.
   ACP Housing Apartments
   New York, New York                            28      $    737,222   $    737,222         $  1,507,629             (1b)

   Creative Choice Homes VII, Ltd.
   Coral Gardens Apartments
   Homestead, Florida                            91         2,382,812      2,382,812            2,155,841             (1a)

   Edgewood Manor Associates, L.P.
   Edgewood Manor Apartments
   Philadelphia, Pennsylvania                    49         1,963,799      1,963,799            1,858,934             (1b)

   Ledge / McLaren Limited Partnership
   Ledge / McLaren Apartments
   Nashua, New Hampshire                          8           343,079        343,079              460,811             (1b)

   Penn Apartment Associates
   Penn Apartments
   Chester, Pennsylvania                         15           852,180        852,180              963,000             (1b)

   SB-92 Limited Partnership
   Shaker Boulevard Apartments
   Cleveland, Ohio                               73           795,255        795,255            2,102,720             (1b)

   St. Christopher's Associates, L.P. V
   Lehigh Park Apartments
   Philadelphia, Pennsylvania                    29         2,075,785      1,998,985            2,180,000             (1b)

   St. John Housing Associates, L.P.
   St. John Homes
   Gary, Indiana                                144         3,546,861      3,546,861            4,564,538         (1a & c)

   Starved Rock - LaSalle Manor
      Limited Partnership
   LaSalle Manor
   LaSalle, Illinois                             48           634,327        327,894            2,098,314             (1a)

   Vision Limited Dividend Housing
      Association Limited Partnership
   Helen Odean Butler Apartments
   Detroit, Michigan                             97         1,429,721      1,139,904            5,464,930             (1b)
                                                          -----------    -----------          -----------                 

                                                          $14,761,041    $14,087,991          $23,356,717
                                                          ===========    ===========          ===========
</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)  One of the Local Partnership's Section 8 contracts, which covers
                certain rental units, is scheduled to expire in September 1998.


<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 Beneficial Owners of Registrant
during the fourth quarter of the fiscal year covered by this report.




<PAGE>


                                  PART II

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

Market Information and Holders

There  is  no  established   public  trading  market  for  Registrant's   Units.
Accordingly,  accurate information as to the market value of a Unit at any given
date is not  available.  The number of Beneficial  Owners of Units as of May 21,
1998 was 979, holding 18,654 Units.

Merrill Lynch and PaineWebber follow internal guidelines for providing estimated
values of limited  partnerships and other direct investments  reported on client
account  statements.  Pursuant to such guidelines,  estimated values reported on
Merrill Lynch and PaineWebber  client account  statements  (such as Registrant's
Units) are separately  provided to Merrill Lynch and  PaineWebber by independent
valuation  services.  These  estimated  values are based on financial  and other
information  available to the independent  services (1) on the prior August 15th
for reporting on December  year-end and  subsequent  client  account  statements
through the following May month-end  client  account  statements  and (2) on the
prior March 31st for reporting on June through November month-end client account
statements of the same year.  Merrill Lynch and PaineWebber  clients may contact
their respective financial  consultants or telephone the number provided to them
on their account  statements to obtain a general  description of the methodology
used by the  independent  valuation  services to  determine  their  estimates of
value. In addition,  Registrant may provide an estimate of value to Unit holders
from time to time in Registrant's  reports to Beneficial  Owners.  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's  assets
over its remaining life.

Distributions

Registrant owns a limited  partnership  interest in Local  Partnerships that are
the owners of Properties which are leveraged and receive  government  assistance
in various forms of rental and debt service subsidies.  The distribution of cash
flow generated by the Local  Partnerships  may be  restricted,  as determined by
each  Local  Partnership's   financing  and  subsidy  agreements.   Accordingly,
Registrant  does not  anticipate  that it will provide  significant  annual cash
distributions  to its  owners.  There were no cash  distributions  to the owners
during the years ended March 30, 1998 and 1997.

Low-income Tax Credits, which are subject to various limitations, may be used by
Beneficial  Owners to offset Federal income tax liabilities.  The Low-income Tax
Credits per Unit for each of the three  closings,  generated by  Registrant  and
allocated to the Beneficial Owners for the tax years ended December 31, 1997 and
1996 and the cumulative  Low-income Tax Credits allocated from inception through
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
                                                    First closing           Second closing          Third closing
                                                  November 29, 1993        January 28, 1994          May 25, 1994
                                                  -----------------        ----------------         -------------
<S>                                             <C>                      <C>                    <C>
Low-income Tax Credits:
---------------------- 
Tax year ended December 31, 1997                       $  138.81              $  138.81                $  138.81
Tax year ended December 31, 1996                          134.10                 134.10                   134.10

Cumulative totals                                      $  421.14              $  418.96                $  406.44
</TABLE>

Notwithstanding future circumstances which may give rise to recapture or loss of
future benefits (see Part I, Item 2 - Properties, herein), Registrant expects to
generate total Low-income Tax Credits from investments in Local  Partnerships of
approximately $1,410 per Unit through December 31, 2006.


<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>
                                                                                                     November 29, 1993
                                                       Years Ended March 30,                         (Commencement of
                              ------------------------------------------------------------------       Operations) to 
                                   1998              1997             1996             1995            March 30, 1994
                              -------------     -------------    -------------    --------------     -----------------
  <S>                         <C>               <C>              <C>               <C>              <C>
  Interest revenue            $     141,902      $    156,201    $     268,044    $     250,570         $     5,148
                              =============     =============    =============    =============         ===========
                                                                    
  Equity in loss of
    investment in local
    partnerships              $  (1,023,224)    $  (1,070,651)   $    (590,457)   $    (391,691)        $   (42,427)
                              =============     =============    =============    =============         =========== 
   

  Net loss                    $  (1,119,287)    $  (1,170,580)   $    (590,132)   $    (387,896)        $  (161,847)
                              =============     =============    =============    =============         =========== 

  Net loss per unit of
   beneficial ownership
   interest *                 $      (59.40)    $      (62.12)   $      (31.32)   $      (21.52)        $    (14.66)
                              =============     =============    =============    =============         =========== 
                                                                      

* Net loss per unit of beneficial ownership interest was based upon 18,654 Units
for the years ended March 30,  1998,  1997 and 1996 and upon a weighted  average
number of Units of 17,843 and 10,935 for the year ended  March 30,  1995 and for
the period ended March 30, 1994, respectively.

                                                                   As of March 30,
                              ------------------------------------------------------------------------------------
                                    1998             1997             1996             1995               1994
                              --------------    -------------    -------------    -------------      -------------

  Total assets                 $  14,089,314    $  15,071,351    $  17,438,812    $  19,721,810      $   5,427,860
                               =============    =============    =============    =============      =============
</TABLE>


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

As used herein,  the term  Registrant  refers to Series I of American Tax Credit
Trust, a Delaware  statutory  business trust,  (the "Trust").  References to any
right,  obligation,  action,  asset or  liability  of Series I means such right,
obligation,  action,  asset or liability of the Trust in respect or on behalf of
Series I.

Capital Resources and Liquidity

Registrant  admitted  beneficial  owners  (the  "Beneficial  Owners")  in  three
closings with aggregate Beneficial Owners' capital contributions of $18,654,000.
In connection  with the offering of the sale of units of  beneficial  ownership,
Registrant incurred organization and offering costs of approximately  $2,331,000
and  established a working  capital  reserve of  approximately  $1,287,000.  The
remaining net proceeds of  approximately  $15,036,000  (the "Net Proceeds") were
available to be applied to the acquisition of limited  partnership  interests in
local partnerships (the "Local  Partnerships") which own low-income  multifamily
residential  complexes (the  "Property" or  "Properties")  which qualify for the
low-income  tax  credit  under  Section  42 of the  Internal  Revenue  Code (the
"Low-income Tax Credit").  Any adjustments to the capital  contributions made by
Registrant to the Local Partnerships under the terms of the Local  Partnerships'
partnership  agreements have resulted in an adjustment to  Registrant's  working
capital  reserve.  Registrant  has utilized the Net  Proceeds,  after making any
necessary  adjustments,  in  acquiring  an interest  in ten Local  Partnerships.
Restricted cash in the balance sheet as of March 30, 1998 represents outstanding
capital  contributions  payable to Local Partnerships and accrued interest on an
outstanding  capital  contribution.  The outstanding  capital  contributions are
payable in installments upon each Local Partnership's  satisfaction of specified
conditions related to operations.



<PAGE>


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

As of March 30, 1998,  Registrant has unrestricted cash and cash equivalents and
investments  in bonds  totaling  $1,836,830,  which is available  for  operating
expenses of Registrant and circumstances  which may arise in connection with the
Local  Partnerships.  As of March 30, 1998,  Registrant's  investments  in bonds
represent  corporate bonds of $999,656 with various  maturity dates ranging from
2003 to 2016.  Registrant  acquired such investments in bonds with the intention
of  utilizing  proceeds  generated  by  such  investments  to  meet  its  annual
obligations.  Future  sources of Registrant  funds are expected  primarily  from
interest  earned on working  capital and limited cash  distributions  from Local
Partnerships.

During the year ended March 30, 1998,  Registrant  received  cash from  interest
revenue  and  distributions  from  Local  Partnerships  and  utilized  cash  for
operating  expenses and  investments  in bonds.  Cash and cash  equivalents  and
investments  in  bonds  available-for-sale   increased,  in  the  aggregate,  by
approximately  $172,000  during the year ended March 30, 1998 (which  included a
net  unrealized  gain  on  investments  in  bonds  of  approximately   $70,000).
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.

During the year ended  March 30,  1998,  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,  1997 of  $1,023,224  and cash  distributions
received  from  Local  Partnerships  of  $124,338.  Payable  to  manager  in the
accompanying  balance sheet as of March 30, 1998 represents  accrued  management
fees.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in Local Partnerships
in accordance  with the equity method of accounting,  under which the investment
is carried at cost which includes capital contributions payable, 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. As of March 30, 1998, no investment in any Local Partnership has reached a
zero balance.

Registrant's  operations  for the  years  ended  March 30,  1998,  1997 and 1996
resulted in net losses of $1,119,287, $1,170,580 and $590,132, respectively. The
operations of Registrant and the Local Partnerships were consistent between 1997
and 1998.  The increase in net loss from 1996 to 1997 is primarily  attributable
to an  increase  in  equity  in loss of  investment  in  Local  Partnerships  of
approximately  $480,000 as a result of certain  Local  Partnerships,  which were
previously  in  rent-up,  having  achieved  full  operations  and a decrease  in
interest  revenue  of  Registrant  of  approximately  $112,000  as a  result  of
Registrant's  utilization  of Net Proceeds for making capital  contributions  to
Local Partnerships in 1996.

The Local Partnerships' net loss of approximately  $1,032,000 for the year ended
December  31,  1997   includes   depreciation   and   amortization   expense  of
approximately  $1,439,000 and interest on  non-mandatory  debt of  approximately
$309,000,  and does not include  principal  payments on permanent  mortgages and
construction loans of approximately  $330,000.  The Local Partnerships' net loss
of  approximately  $1,082,000  for the year ended  December  31,  1996  includes
depreciation and amortization  expense of approximately  $1,337,000 and interest
on non-mandatory debt of approximately  $266,000, and does not include principal
payments  on  permanent   mortgages  and  construction  loans  of  approximately
$786,000.  The Local  Partnerships'  net loss of approximately  $657,000 for the
year ended December 31, 1995 includes  depreciation and amortization  expense of
approximately  $910,000  and  interest on  non-mandatory  debt of  approximately
$105,000,  and does not include  principal  payments on permanent  mortgages and
construction  loans of approximately  $90,000.  The results of operations of the
Local  Partnerships  for the year ended  December  31, 1997 are not  necessarily
indicative of the results that may be expected in future periods.




<PAGE>


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

Local Partnership Matters

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout the United States.  The
rents of the  Properties,  certain  of which  receive  rental  subsidy  payments
pursuant to subsidy agreements ("HAP Contracts"),  are subject to specific laws,
regulations  and  agreements   with  federal  and  state  agencies.   One  Local
Partnership's  HAP Contract,  which covers certain rental units, is scheduled to
expire in September  1998.  In  addition,  the Local  Partnerships  have various
financing   structures   which  include  (i)  required  debt  service   payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws,  regulations  and agreements  with  appropriate
federal and state agencies  ("Non-Mandatory  Debt Service or Interest").  In the
event rents are not  sufficient  to cover  operating  expenses,  Mandatory  Debt
Service  requirements  and other charges,  certain  general  partners of a local
partnership (the "Local General  Partners") are obligated to provide advances to
cover deficits for a certain period of time up to certain  amounts (the "Deficit
Guarantee").  A Local  General  Partner's  funding of such Deficit  Guarantee is
dependent on its liquidity or ability to borrow the required  funds.  During the
year ended December 31, 1997,  revenue from operations of the Local Partnerships
have  generally  been  sufficient to cover the operating  expenses and Mandatory
Debt Service.  All of the Local  Partnerships  have  achieved  full  operational
status and are  effectively  operating  at or near break even  levels,  although
certain Local Partnerships'  operating  information  reflects operating deficits
that  do not  represent  cash  deficits  due to  their  mortgage  and  financing
structure and any required deferral of property management fees.

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.

Adoption of Accounting Standard

Registrant has adopted Statement of Financial Accounting Standard ("SFAS")
No. 128, "Earnings Per Share" and SFAS No. 129, "Disclosure of Information about
Capital Structure." SFAS No. 128 establishes standards for computing and 
presenting earnings per share. SFAS No. 129 requires the disclosure in summary
form within the financial statements of the pertinent rights and privileges of
the various securities outstanding. The adoption of SFAS Nos. 128 and 129 has
not materially impacted Registrant's reported earnings, financial condition,
cash flows or presentation of the financial statements.

Accounting Standard not yet Adopted

On March 31, 1998,  Registrant  adopted SFAS No. 130,  "Reporting  Comprehensive
Income."  SFAS No.  130  establishes  standards  for  reporting  and  display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full set of general-purpose financial statements.  The adoption of SFAS No.
130 is not expected to have a material impact on Registrant's financial position
and results of operations.



<PAGE>


                        AMERICAN TAX CREDIT TRUST,
                    a Delaware statutory business trust
                                 Series I


Item 8.  Financial Statements and Supplementary Data


                            Table of Contents

Independent Auditors' Report

Balance Sheets as of March 30, 1998 and 1997

Statements of Operations for the years ended March 30, 1998, 1997 and 1996

Statements of Changes in Owners' Equity  (Deficit) for the years ended March 30,
1998, 1997 and 1996

Statements of Cash Flows for the years ended March 30, 1998, 1997 and 1996

Notes to Financial Statements as of March 30, 1998, 1997 and 1996



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



<PAGE>










                          Independent Auditors' Report



To the Manager and Beneficial Owners
American Tax Credit Trust,
a Delaware statutory business trust Series I

         We have audited the accompanying  balance sheets of American Tax Credit
Trust,  a Delaware  statutory  business  trust Series I as of March 30, 1998 and
1997,  and the  related  statements  of  operations,  changes in owners'  equity
(deficit)  and cash flows for each of the three years in the period  ended March
30, 1998.  These  financial  statements  are the  responsibility  of the trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of American Tax Credit
Trust,  a Delaware  statutory  business  trust Series I as of March 30, 1998 and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended March 30, 1998, in conformity with generally  accepted
accounting principles.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
May 11, 1998



<PAGE>


<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                                 BALANCE SHEETS
                             MARCH 30, 1998 AND 1997



                                                                              Notes            1998                 1997
                                                                              -----        -------------        ------------
<S>                                                                        <C>           <C>                 <C>

ASSETS

Cash and cash equivalents                                                      3,9          $    837,174        $    830,290
Restricted cash                                                               3,5,9              711,505             705,938
Investments in bonds available-for-sale                                        4,9               999,656             834,697
Investment in local partnerships                                               5,8            11,515,253          12,662,815
Interest receivable                                                             9                 15,726              12,611
Organization costs (less accumulated amortization of
  $65,000 and $50,000)                                                          2                 10,000              25,000
                                                                                            ------------        ------------

                                                                                            $ 14,089,314        $ 15,071,351
                                                                                            ============        ============

LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                                                     $     22,500        $     29,961
  Payable to manager                                                           6,8               381,682             312,863
  Capital contributions payable                                                5,9               673,050             673,050
  Interest payable                                                             5,9
                                                                                                  38,455              32,888
                                                                                            ------------        ------------

                                                                                               1,115,687           1,048,762
                                                                                            ------------        ------------

Commitments and contingencies                                                  5,8

Owners' equity (deficit)                                                       2,4

   Manager                                                                                       (34,197)            (23,004)
   Beneficial owners (18,654 units of beneficial ownership interest
     outstanding)                                                                             13,002,736          14,110,830
   Unrealized gain (loss) on investments in bonds available-for-sale, net                          5,088             (65,237)
                                                                                            ------------        ------------ 

                                                                                              12,973,627          14,022,589
                                                                                            ------------        ------------

                                                                                            $ 14,089,314        $ 15,071,351
                                                                                            ============        ============
</TABLE>






                       See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996



                                                    Notes              1998                 1997                 1996
                                                    -----          -----------         ------------         ------------
<S>                                              <C>           <C>                  <C>                  <C>
REVENUE

Interest                                                           $   141,902          $   156,201         $    268,044
                                                                   -----------          -----------         ------------

TOTAL REVENUE                                                          141,902              156,201              268,044
                                                                   -----------          -----------         ------------


EXPENSES

Management fee                                       6,8               193,819              194,348              195,490
Professional fees                                                       16,477               30,566               30,907
Printing, postage and other                                             12,669               16,216               26,322
Amortization                                                            15,000               15,000               15,000
                                                                   -----------          -----------         ------------

TOTAL EXPENSES                                                         237,965              256,130              267,719
                                                                   -----------          -----------         ------------

Income (loss) from operations                                          (96,063)             (99,929)                 325

Equity in loss of investment in local
    partnerships                                      5             (1,023,224)          (1,070,651)            (590,457)
                                                                   -----------          -----------         ------------ 

NET LOSS                                                           $(1,119,287)         $(1,170,580)        $   (590,132)
                                                                   ===========          ===========         ============ 


NET LOSS ATTRIBUTABLE TO                              2

    Manager                                                        $   (11,193)         $   (11,706)        $     (5,901)
    Beneficial owners                                               (1,108,094)          (1,158,874)            (584,231)
                                                                   -----------          -----------         ------------ 

                                                                   $(1,119,287)         $(1,170,580)        $   (590,132)
                                                                   ===========          ===========         ============ 


NET LOSS per unit of beneficial ownership
    interest (18,654 units of beneficial
    ownership interest)                                            $    (59.40)         $    (62.12)        $     (31.32)
                                                                   ============         ============        ============ 
</TABLE>






                       See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                STATEMENTS OF CHANGES IN OWNERS' EQUITY (DEFICIT)
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996


                                                                                        Unrealized Gain
                                                                                           (Loss) on
                                                                                        Investments in
                                                                                             Bonds
                                                                       Beneficial      Available-For-Sale,         
                                                      Manager            Owners                Net                 Total
                                                   ------------     ---------------   --------------------    ---------------
<S>                                              <C>                <C>                <C>                  <C>
Owners' equity (deficit), March 30, 1995           $    (5,397)       $ 15,853,935     $           403          $ 15,848,941

Net loss                                                (5,901)           (584,231)                                 (590,132)

Unrealized loss on investments in bonds
   available-for-sale, net                                                                     (44,816)              (44,816)
                                                   ------------       ------------     ---------------          ------------ 

Owners' equity (deficit), March 30, 1996               (11,298)         15,269,704             (44,413)           15,213,993

Net loss                                               (11,706)         (1,158,874)                               (1,170,580)

Unrealized loss on investments in bonds
   available-for-sale, net                                                                     (20,824)              (20,824)
                                                  ------------        ------------     ---------------          ------------ 

Owners' equity (deficit), March 30, 1997               (23,004)         14,110,830             (65,237)           14,022,589

Net loss                                               (11,193)         (1,108,094)                               (1,119,287)

Unrealized gain on investments in bonds
   available-for-sale, net                                                                      70,325                70,325
                                                  ------------        ------------     ---------------          ------------

Owners' equity (deficit), March 30, 1998           $   (34,197)       $ 13,002,736     $         5,088          $ 12,973,627
                                                   ===========        ============     ===============          ============
</TABLE>

















                       See Notes to Financial Statements.



<PAGE>



<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996


                                                                        1998                 1997                  1996
                                                                   -------------       --------------        --------------
<S>                                                              <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                  $     148,210        $     165,368         $     270,380
Cash paid for
    management fee                                                      (125,000)             (75,000)             (100,000)
    professional fees                                                    (23,777)             (30,016)              (22,158)
    printing, postage and other expenses                                 (12,830)             (17,853)              (24,023)
                                                                   -------------        -------------        -------------- 

Net cash provided by (used in) operating activities                      (13,397)              42,499               124,199
                                                                   -------------        -------------        --------------


CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                               124,338                                      3,000
Investments in bonds (includes $282 of accrued interest
     in 1998)                                                            (98,490)                                  (903,445)
Transfer from (to) restricted cash                                        (5,567)           1,294,318             3,188,564
Investments in and acquisition of local partnership interests                              (1,075,535)           (3,165,219)
Maturity/redemption of bonds                                                                                      1,131,000
                                                                   -------------        -------------        --------------

Net cash provided by investing activities                                 20,281              218,783               253,900
                                                                   -------------        -------------        --------------

Net increase in cash and cash equivalents                                  6,884              261,282               378,099

Cash and cash equivalents at beginning of year                           830,290              569,008               190,909
                                                                   -------------        -------------        --------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                           $     837,174        $     830,290        $      569,008
                                                                   =============        =============        ==============


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds
    available-for-sale, net                                        $      70,325        $     (20,824)       $      (44,816)
                                                                   =============        =============        ============== 

Increase (decrease) in capital contributions payable, net                               $    (224,298)       $      539,027
                                                                                        =============        ==============

------------------------------------------------------------------------------------------------------------------------------------
See reconciliation of net loss to net cash provided by (used in) operating activities on page 16.
</TABLE>









                       See Notes to Financial Statements.


<PAGE>


<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                     STATEMENTS OF CASH FLOWS - (Continued)
                    YEARS ENDED MARCH 30, 1998, 1997 AND 1996


                                                                      1998                   1997                   1996
                                                                --------------         -------------          -------------
<S>                                                          <C>                    <C>                    <C>
RECONCILIATION OF NET LOSS TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES

Net loss                                                         $ (1,119,287)          $ (1,170,580)          $   (590,132)

Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities

  Equity in loss of investment in local partnerships                1,023,224              1,070,651                590,457
  Amortization of organization costs                                   15,000                 15,000                 15,000
  Amortization of net premium on investments in bonds                   3,574                  3,511
  Accretion of zero coupon bonds                                                                                    (12,285)
  Decrease (increase) in interest receivable                           (2,833)                   141                (12,752)
  Increase (decrease) in accounts payable and accrued
     expenses                                                          (7,461)                (1,087)                11,048
  Increase in payable to manager                                       68,819                119,348                 95,490
  Increase in interest payable                                          5,567                  5,515                 27,373
                                                                -------------          -------------           ------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                $     (13,397)         $      42,499           $    124,199
                                                                =============          =============           ============
</TABLE>




















                       See Notes to Financial Statements.



<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                          NOTES TO FINANCIAL STATEMENTS
                          MARCH 30, 1998, 1997 AND 1996


1.   Organization, Purpose and Summary of Significant Accounting Policies

     American  Tax  Credit  Trust,  a  Delaware  statutory  business  trust (the
     "Trust") was formed on February 4, 1993 under Chapter 38 of Title 12 of the
     Delaware  Code.  There was no  operating  activity  until  admission of the
     beneficial  owners on  November  29,  1993.  The Trust was formed to invest
     primarily in leveraged low-income  multifamily  residential  complexes (the
     "Property" or  "Properties")  which qualify for the  low-income  tax credit
     established by 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.  Richman  American  Credit Corp.  (the "Manager") was formed on
     April 5, 1993 to act as the manager of the Trust.

     On September 13, 1993,  the Trust  commenced the offering for sale of units
     of beneficial ownership ("Units") to investors ("Beneficial Owners") in one
     to twenty series  ("Series I through  Series XX";  each a "Series").  These
     notes and the accompanying  financial statements are presented for Series I
     only.

     Basis of Accounting and Fiscal Year

     The Trust's  records are  maintained on the accrual basis of accounting for
     both  financial  reporting  and  tax  purposes.   For  financial  reporting
     purposes,  the Trust'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 Trust and the Local
     Partnerships each have a calendar year for income tax purposes.

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

     The Partnership regularly assesses its investments in Local Partnerships
     for the existence of impairment. If an investment in a Local Partnership is
     considered to be permanently impaired, the Partnership reduces its 
     investment in any such Local Partnership and includes such reduction in
     equity in loss of investments in Local Partnerships.

     Use of Estimates

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

     Adoption of Accounting Standard

     The Trust has adopted Statement of Financial Accounting Standard ("SFAS")
     No. 128, "Earnings Per Share" and SFAS No. 129, "Disclosure of Information
     about Capital Structure." SFAS No. 128 establishes standards for computing
     and presenting earnings per share. SFAS No. 129 requires the disclosure in
     summary form within the financial statements of the pertinent rights and
     privileges of the various securities outstanding. The adoption of SFAS Nos.
     128 and 129 has not materially impacted the Trust's reported earnings,
     financial condition, cash flows or presentation of the financial
     statements.




<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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

     Accounting Standard not yet Adopted

     On March 31, 1998, the Trust adopted SFAS No. 130, "Reporting Comprehensive
     Income."  SFAS No. 130  establishes  standards for reporting and display of
     comprehensive  income and its  components  (revenues,  expenses,  gains and
     losses) in a full set of general-purpose financial statements. The adoption
     of SFAS No. 130 is not  expected  to have a material  impact on the Trust's
     financial position and results of operations.

     Cash and Cash Equivalents

     For  purposes of the  statements  of cash flows,  the Trust  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.

     Restricted Cash

     Restricted  cash  is  set  aside  to  make  the  Trust's  required  capital
     contributions to Local Partnerships (see Notes 3 and 5).

     Investments in Bonds Available-For-Sale

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

     Premiums  and  discounts on  investments  in bonds  available-for-sale  are
     amortized  (accreted) using the  straight-line  method over the life of the
     investment. Amortized premiums offset interest revenue, while the accretion
     of discounts and zero coupon bonds are included in interest revenue.

     Realized  gain  (loss)  on  redemption  or sale  of  investments  in  bonds
     available-for-sale are included in, or offset against,  interest revenue on
     the basis of the  adjusted  cost of each  specific  investment  redeemed or
     sold.

     Interest on Capital Contributions Payable to Local Partnerships

     Pursuant to agreements with certain Local Partnerships, interest is accrued
     on certain installments of capital contributions. Such amounts are recorded
     as a liability and an offset to interest revenue.

     Organization Costs

     Organization  costs are  amortized on a  straight-line  basis over five (5)
     years.



<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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

     Income Taxes

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

     Acquisition Fees

     Acquisition  fees are recorded as  investments  in Local  Partnerships  and
     capital contributions payable when incurred.

2.   Capital Contributions

     On September  13, 1993,  the Trust  commenced the offering of Units through
     Merrill  Lynch,  Pierce,   Fenner  &  Smith  Incorporated  and  PaineWebber
     Incorporated (the "Selling Agents"). On November 29, 1983, January 28, 1994
     and May 25,  1994,  under  the terms of the  Fourth  Amended  and  Restated
     Agreement  of Trust of the  Trust  (the  "Trust  Agreement"),  the  Manager
     admitted  Beneficial  Owners  to the  Trust  in  three  closings.  At these
     closings,   subscriptions   for  a  total  of  18,654  Units   representing
     $18,654,000 in Beneficial Owners' capital  contributions were accepted.  In
     connection with the offering of Units, the Trust incurred  organization and
     offering  costs  of  $2,330,819,   of  which  $75,000  was  capitalized  as
     organization  costs and $2,255,819  was charged to the  Beneficial  Owners'
     equity as syndication  costs. The Trust received a capital  contribution of
     $100 from the Manager.

     Net loss is allocated 99% to the Beneficial Owners and 1% to the Manager in
     accordance with the Trust Agreement.

3.   Cash and Cash Equivalents and Restricted Cash

     As of  March  30,  1998,  the  Trust  has cash  and  cash  equivalents  and
     restricted  cash in the  aggregate  of  $1,548,679  which are  deposited in
     interest-bearing  accounts with an institution  which is not insured by the
     Federal Deposit Insurance Corporation.

4.   Investments in Bonds Available-For-Sale

     The Trust carries its  investments in bonds as  available-for-sale  because
     such  investments  are used to facilitate and provide  flexibility  for the
     Trust's obligations,  including resolving  circumstances which may arise in
     connection   with   the   Local   Partnerships.    Investments   in   bonds
     available-for-sale  are  reflected in the  accompanying  balance  sheets at
     estimated fair value.

     As of March 30, 1998, certain information  concerning  investments in bonds
     available-for-sale 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 five years through ten years          $  619,702      $      6,564       $    (1,639)        $  624,627
        After ten years                                374,866             1,446            (1,283)           375,029
                                                    ----------      ------------       -----------         ----------

                                                    $  994,568      $      8,010       $    (2,922)        $  999,656
                                                    ==========      ============       ===========         ==========
     </TABLE>


<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


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

     As of March 30, 1997, certain information  concerning  investments in bonds
     available-for-sale 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 five years through ten years          $  357,402     $         --       $    (23,507)        $  333,895
        After ten years                                542,532               --            (41,730)           500,802
                                                    ----------     --------------     ------------         ----------

                                                    $  899,934     $         --       $    (65,237)        $  834,697
                                                    ==========     ==============     =============        ==========
     </TABLE>

5.   Investment in Local Partnerships

     As of March  30,  1998,  the Trust  owns a  98.9%-99%  limited  partnership
     interest in the following Local Partnerships:

         1.   ACP Housing Associates, L.P.;
         2.   Creative Choice Homes VII, Ltd.;
         3.   Edgewood Manor Associates, L.P.;
         4.   Ledge / McLaren Limited Partnership;
         5.   Penn Apartment Associates;
         6.   SB-92 Limited Partnership;
         7.   St. Christopher's Associates, L.P. V *;
         8.   St. John Housing Associates, L.P.;
         9.   Starved Rock - LaSalle Manor Limited Partnership; and
        10.   Vision Limited Dividend Housing Association Limited Partnership.

           * An affiliate of the Manager provides property  management  services
             to the Local Partnership.

     The  Properties  are  principally  comprised of  subsidized  and  leveraged
     low-income multifamily  residential complexes located throughout the United
     States.  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  Trust has  committed  to make  capital  contribution  payments  in the
     aggregate  amount of $14,761,041,  of which the Trust has paid  $14,087,991
     and $673,050 are outstanding.  Restricted cash in the accompanying  balance
     sheet  as  of  March  30,  1998   represents   such   outstanding   capital
     contributions  along with  accrued  interest  of $38,455 on an  outstanding
     capital contribution.  The outstanding capital contributions are payable in
     installments  upon  each  Local  Partnership's  satisfaction  of  specified
     conditions  related to  operations.  As of  December  31,  1997,  the Local
     Partnerships have outstanding mortgage loans payable totaling approximately
     $23,357,000   and  accrued   interest   payable  on  such  loans   totaling
     approximately  $762,000,  which are secured by security interests and liens
     common to mortgage loans on the Local Partnerships' real property and other
     assets.

     The combined  balance sheets of the Local  Partnerships  as of December 31,
     1997  and 1996 and the  combined  statements  of  operations  of the  Local
     Partnerships  for the years  ended  December  31,  1997,  1996 and 1995 are
     reflected on pages 21 and 22, respectively.


<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996

5.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships  as of December 31,
     1997 and 1996 are as follows:

     <TABLE>
     <CAPTION>
                                                                                            1997                  1996
                                                                                       -------------        --------------
      <S>                                                                          <C>                    <C>
      ASSETS

      Cash and other investments                                                       $    431,906          $    515,352
      Rents receivable                                                                       58,175                47,816
      Capital contributions receivable                                                      673,050             1,073,050
      Escrow deposits and reserves                                                        1,527,756             1,151,896
      Land                                                                                1,267,153             1,267,153
      Buildings and improvements (net of accumulated depreciation of $4,163,615
        and $2,760,074)                                                                  32,771,397            34,109,040
      Intangible assets (net of accumulated amortization of $106,629 and $71,151)           388,011               412,240
      Other                                                                                 232,920               243,968
                                                                                       ------------          ------------

                                                                                       $ 37,350,368          $ 38,820,515
                                                                                       ============          ============

      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                          $    377,440          $    372,568
        Due to related parties                                                            1,135,319             1,343,366
        Mortgage and construction loans                                                  23,356,717            23,410,498
        Notes payable                                                                       100,000               100,000
        Accrued interest                                                                    761,838               556,684
        Other                                                                               138,975               338,544
                                                                                       ------------          ------------

                                                                                         25,870,289            26,121,660
                                                                                       ------------          ------------
      Partners' equity (deficit)

        American Tax Credit Trust, Series I
           Capital contributions, net of distributions (includes receivable of
             $673,050 and $1,073,050)                                                    14,638,203            14,758,041
           Cumulative loss                                                               (3,118,450)           (2,095,226)
                                                                                       ------------          ------------ 

                                                                                         11,519,753            12,662,815
                                                                                       ------------          ------------
        General partners and other limited partners
           Capital contributions, net of distributions                                      217,360               284,686
           Cumulative loss                                                                 (257,034)             (248,646)
                                                                                       ------------          ------------ 

                                                                                            (39,674)               36,040
                                                                                       ------------          ------------

                                                                                         11,480,079            12,698,855
                                                                                       ------------          ------------

                                                                                       $ 37,350,368          $ 38,820,515
                                                                                       ============          ============
     </TABLE>


<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     years ended December 31, 1997, 1996 and 1995 are as follows:

     <TABLE>
     <CAPTION>
                                                                        1997                  1996                 1995
                                                                    ------------         ------------         ------------
      <S>                                                       <C>                    <C>                  <C>
      REVENUE

      Rental                                                         $ 3,730,675          $ 3,500,347          $ 2,442,752
      Interest and other                                                 142,800              104,402              142,948
                                                                     -----------          -----------          -----------

      TOTAL REVENUE                                                    3,873,475            3,604,749            2,585,700
                                                                     -----------          -----------          -----------


      EXPENSES

      Administrative                                                     695,834              677,879              473,763
      Utilities                                                          477,870              427,767              286,883
      Operating, maintenance and other                                   814,082              800,537              449,429
      Taxes and insurance                                                472,030              499,944              364,767
      Interest (including amortization of $35,478, $38,194
        and $20,194)                                                   1,041,730              981,169              777,920
      Depreciation                                                     1,403,541            1,299,076              889,849
                                                                     -----------          -----------          -----------

       TOTAL EXPENSES                                                  4,905,087            4,686,372            3,242,611
                                                                     -----------          -----------          -----------

      NET LOSS                                                       $(1,031,612)         $(1,081,623)         $  (656,911)
                                                                     ===========          ===========          =========== 


       NET LOSS ATTRIBUTABLE TO

         American Tax Credit Trust, Series I                        $ (1,023,224)        $ (1,070,651)         $  (590,457)
         General partners and other limited partners, which
           includes specially allocated items of revenue
           (expense) to certain general partners of $2,094
           and ($60,294) in 1997 and 1995, respectively                   (8,388)             (10,972)             (66,454)
                                                                    ------------         ------------          ----------- 

                                                                    $ (1,031,612)        $ (1,081,623)         $  (656,911)
                                                                    ============         ============          =========== 
     </TABLE>


<PAGE>



                             AMERICAN TAX CREDIT TRUST,
                        a Delaware statutory business trust
                                      Series I
                     NOTES TO FINANCIAL STATEMENTS - (Continued)
                           MARCH 30, 1998, 1997 AND 1996


5.   Investment in Local Partnerships (continued)

     Investment and capital contribution activity with respect to each Local  
     Partnership for the year ended March 30, 1998 is as follows:

     <TABLE>
     <CAPTION>
                                                                                    Cash
                                             Investment         Trust's         distributions      Investment
                                              in Local       equity in loss       received          in Local          Capital
                                             Partnership      for the year       during the        Partnership     contributions
                                             balance as          ended           year ended        balance as       payable as
                                            of March 30,      December 31,        March 30,       of March 30,     of March 30,
       Name of Local Partnership                1997             1997               1998               1998             1998
       -------------------------            -------------    --------------   ---------------    -------------    --------------
       <S>                                 <C>              <C>                <C>               <C>              <C>
       ACP Housing Associates, L.P.         $    630,080     $    (77,863)      $     --          $    552,217    $     --

       Creative Choice Homes VII, Ltd.         2,184,706         (130,905)            --             2,053,801          --

       Edgewood Manor Associates, L.P.         1,496,535         (142,807)            --             1,353,728          --

       Ledge / McLaren Limited
        Partnership                              308,966           (3,414)            (1,500)          304,052          --

       Penn Apartment Associates                 548,314          (98,822)            --               449,492          --

       SB-92 Limited Partnership                 618,735          (39,203)            (6,000)          573,532          --

       St. Christopher's Associates,
        L.P. V                                 1,682,225         (130,168)            --             1,552,057          76,800

       St. John Housing Associates, L.P.       3,361,953         (167,276)          (116,838)        3,077,839          --

       Starved Rock - LaSalle Manor
        Limited Partnership                      548,805          (50,772)            --               498,033         306,433

       Vision Limited Dividend Housing
        Association Limited Partnership        1,282,496         (181,994)            --             1,100,502         289,817
                                            ------------     ------------       ------------      ------------    ------------   

                                            $ 12,662,815     $ (1,023,224)      $   (124,338)     $ 11,515,253    $    673,050
                                            ============     ============       ============      ============    ============
     </TABLE>



<PAGE>



                           AMERICAN TAX CREDIT TRUST,
                      a Delaware statutory business trust
                                    Series I
                  NOTES TO FINANCIAL STATEMENTS - (Continued)
                         MARCH 30, 1998, 1997 AND 1996


5.   Investment in Local Partnerships (continued)

     Investment and capital contribution activity with respect to each Local
     Partnership for the year ended March 30, 1997 is as follows:

     <TABLE>
     <CAPTION>
                                             Investment                           Trust's         Investment in
                                              in Local        Adjustments      equity in loss         Local           Capital
                                            Partnership        during the       for the year      Partnership     contributions
                                             balance as        year ended          ended           balance as       payable as
                                            of March 30,        March 30,       December 31,       of March 30,     of March 30,
       Name of Local Partnership                1996              1997              1996              1997            1997
       -------------------------            ------------   ---------------    ---------------    -------------   --------------
       <S>                                 <C>              <C>               <C>                <C>              <C>
       ACP Housing Associates, L.P.         $    729,176      $   (14,115)     $    (84,981)      $    630,080    $     --

       Creative Choice Homes VII, Ltd.         2,321,934            --             (137,228)         2,184,706          --

       Edgewood Manor Associates, L.P.         1,650,217            --             (153,682)         1,496,535          --

       Ledge / McLaren Limited
        Partnership                              328,304            --              (19,338)           308,966          --

       Penn Apartment Associates                 642,439            --              (94,125)           548,314          --

       SB-92 Limited Partnership                 692,527            --              (73,792)           618,735          --

       St. Christopher's Associates,
        L.P. V                                 1,821,364            --             (139,139)         1,682,225          76,800

       St. John Housing Associates, L.P.       3,525,033            --             (163,080)         3,361,953          --

       Starved Rock - LaSalle Manor
        Limited Partnership                      604,901            --              (56,096)           548,805         306,433

       Vision Limited Dividend Housing
        Association Limited Partnership        1,641,869         (210,183)         (149,190)         1,282,496         289,817
                                           --------------     -----------      ------------       ------------    ------------

                                            $ 13,957,764      $  (224,298)     $ (1,070,651)      $ 12,662,815    $    673,050
                                            ============      ===========      ============       ============    ============
     </TABLE>


<PAGE>



                            AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996

5.   Investment in Local Partnerships (continued)

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

     <TABLE>
     <CAPTION>
                                                Mortgage                          Buildings and        Accumulated
      Name of Local Partnership              loans payable          Land           improvements       depreciation
      -------------------------              -------------       -----------      --------------      --------------     
      <S>                                   <C>                <C>               <C>                <C>
      ACP Housing Associates, L.P.           $  1,507,629        $    14,000       $  2,505,364        $   (168,739)
      Creative Choice Homes VII, Ltd.           2,155,841            500,000          4,091,851            (298,999)
      Edgewood Manor Associates, L.P.           1,858,934             53,850          3,625,205            (563,695)
      Ledge / McLaren Limited
         Partnership                              460,811            123,673            677,680             (52,379)
      Penn Apartment Associates                   963,000             13,357          1,783,668            (196,290)
      SB-92 Limited Partnership                 2,102,720             73,000          2,983,158            (446,908)
      St. Christopher's
         Associates, L.P. V                     2,180,000             31,829          3,783,012            (498,638)
      St. John Housing
         Associates, L.P.                       4,564,538             74,800          8,271,928          (1,095,083)
      Starved Rock - LaSalle Manor
         Limited Partnership                    2,098,314            202,845          2,447,194            (260,078)
      Vision Limited Dividend Housing
         Association Limited Partnership        5,464,930            179,799          6,765,952            (582,806)
                                            --------------      ------------     --------------       ------------- 

                                             $ 23,356,717        $ 1,267,153       $ 36,935,012        $ (4,163,615)
                                             ============        ===========       ============        ============ 
     </TABLE>

     Property  information for each Local Partnership as of December 31, 1996 is
     as follows:

     <TABLE>
     <CAPTION>
                                              Mortgage and
                                              construction                        Buildings and        Accumulated
      Name of Local Partnership              loans payable          Land           improvements       depreciation
      -------------------------              -------------       -----------      --------------      --------------
      <S>                                   <C>                <C>               <C>                <C>
      ACP Housing Associates, L.P.           $  1,511,174        $    14,000       $  2,505,364        $    (98,403)
      Creative Choice Homes VII, Ltd.           2,186,893            500,000          4,091,851            (173,917)
      Edgewood Manor Associates, L.P.           1,861,013             53,850          3,614,581            (431,502)
      Ledge / McLaren Limited
         Partnership                              462,678            123,673            677,680             (30,705)
      Penn Apartment Associates                   963,000             13,357          1,783,188            (148,623)
      SB-92 Limited Partnership                 2,129,343             73,000          2,968,572            (333,519)
      St. Christopher's
         Associates, L.P. V                     2,180,000             31,829          3,783,012            (361,088)
      St. John Housing
         Associates, L.P.                       4,646,393             74,800          8,271,928            (758,539)
      Starved Rock - LaSalle Manor
         Limited Partnership                    2,120,089            202,845          2,406,986            (196,586)
      Vision Limited Dividend Housing
         Association Limited Partnership        5,349,915            179,799          6,765,952            (227,192)
                                             ------------        -----------       ------------        ------------ 

                                             $ 23,410,498        $ 1,267,153       $ 36,869,114        $ (2,760,074)
                                             ============        ===========       ============        ============ 
     </TABLE>


<PAGE>


                            AMERICAN TAX CREDIT TRUST,
                        a Delaware statutory business trust
                                     Series I
                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1998, 1997 AND 1996


5.   Investment in Local Partnerships (continued)

     The summary of property activity during the year ended December 31, 1997 is
     as follows:

     <TABLE>
     <CAPTION>
                                                                 Net change during the
                                          Balance as of               year ended               Balance as of
                                           December 31,               December 31,              December 31,
                                               1996                      1997                       1997
                                        ------------------        -------------------          ---------------
      <S>                              <C>                       <C>                        <C>
      Land                                  $  1,267,153              $     --                   $  1,267,153
      Buildings and improvements              36,869,114                    65,898                 36,935,012
                                            ------------              ------------               ------------
                                              38,136,267                    65,898                 38,202,165

      Accumulated depreciation                (2,760,074)               (1,403,541)                (4,163,615)
                                            ------------              ------------               ------------ 
                                            $ 35,376,193              $ (1,337,643)              $ 34,038,550
                                            ============              ============               ============
     </TABLE>

6.   Transactions with Manager and Affiliates

     For the years ended March 30,  1998,  1997 and 1996,  the Trust paid and/or
     incurred  the  following  amounts  to  the  Manager  and/or  affiliates  in
     connection with services provided to the Trust:

     <TABLE>
     <CAPTION>

                                                  1998                      1997                      1996
                                          ---------------------     ---------------------      ---------------------
                                            Paid       Incurred       Paid       Incurred        Paid       Incurred
                                          --------    ---------     --------    ---------      --------    ---------
     <S>                           <C>          <C>          <C>          <C>          <C>           <C>
          Management fee (see Note 8)     $125,000     $193,819     $ 75,000     $194,348      $100,000     $195,490

          Acquisition fees (see Note 1)       --           --           --           --          63,236       63,236
     </TABLE>

     For  the  years  ended  December  31,  1997,   1996  and  1995,  the  Local
     Partnerships  paid and/or  incurred  the  following  amounts to the Manager
     and/or  affiliates  in  connection  with  services  provided  to the  Local
     Partnerships:

     <TABLE>
     <CAPTION>
                                                  1997                      1996                       1995
                                         ----------------------     ----------------------     ----------------------
                                           Paid        Incurred       Paid        Incurred       Paid        Incurred
                                         --------     ---------     --------     ---------     --------     ---------    
     <S>                           <C>          <C>           <C>          <C>          <C>           <C>
         Property management fees        $ 12,180      $ 12,180     $ 13,920     $ 13,920      $ 13,920     $ 13,920

         Insurance                          4,213        13,855        9,234       29,065        51,856       36,505
     </TABLE>


<PAGE>


                             AMERICAN TAX CREDIT TRUST,
                        a Delaware statutory business trust
                                     Series I
                     NOTES TO FINANCIAL STATEMENTS - (Continued)
                           MARCH 30, 1998, 1997 AND 1996


7.   Taxable Loss

     A reconciliation  of the financial  statement net loss of the Trust for the
     years  ended March 30,  1998,  1997 and 1996 to the tax return net loss for
     the years ended December 31, 1997, 1996 and 1995 is as follows:

     <TABLE>
     <CAPTION>
                                                                          1998               1997               1996
                                                                    --------------     ---------------    ---------------
      <S>                                                          <C>                 <C>                <C>
      Financial statement net loss for the years ended March 30,
        1998, 1997 and 1996                                          $ (1,119,287)      $ (1,170,580)       $   (590,132)

      Add (less) net transactions occurring between
        January 1, 1995 and March 30, 1995                                 --                  --                (13,144)
        January 1, 1996 and March 30, 1996                                 --                (16,987)             16,987
        January 1, 1997 and March 30, 1997                                (35,681)            35,681              --
        January 1, 1998 and March 30, 1998                                 15,851              --                 --
                                                                     ------------       ------------         -----------

      Adjusted financial statement net loss for the years ended
        December 31, 1997, 1996 and 1995                               (1,139,117)        (1,151,886)           (586,289)

      Adjustment to management fee pursuant to Internal Revenue
        Code Section 267                                                   94,348             94,348             131,367

      Differences arising from equity in loss of investment in
        Local Partnerships                                               (159,124)          (204,896)            (61,564)

      Other differences                                                       (15)            (1,212)               (168)
                                                                     ------------       ------------         -----------
                                                                                      
      Tax return net loss for the years ended December 31, 1997,
        1996 and 1995                                                $ (1,203,908)      $ (1,263,646)        $  (516,654)
                                                                     ============       ============         =========== 
     </TABLE>

     The differences  between the equity in the investment in Local Partnerships
     for tax return and financial reporting purposes as of December 31, 1997 and
     1996 are as follows:

     <TABLE>
     <CAPTION>
                                                                         1997                  1996
                                                                   ---------------       ---------------
         <S>                                                      <C>                   <C>
         Investment in Local Partnerships - financial reporting       $11,519,753           $12,662,815
         Investment in Local Partnerships - tax *                      10,399,413            11,301,599
                                                                     ------------          ------------

                                                                      $ 1,120,340           $ 1,361,216
                                                                     ============          ============

         * Capital  contributions payable to Local Partnerships are not included
         in the investment balance for tax purposes.
     </TABLE>

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


<PAGE>


                             AMERICAN TAX CREDIT TRUST,
                        a Delaware statutory business trust
                                     Series I
                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                           MARCH 30, 1998, 1997 AND 1996


8.   Commitments and Contingencies

     Pursuant  to the  Trust  Agreement,  the  Trust is  required  to pay to the
     Manager an annual  management  fee  ("Management  Fee") for its services in
     connection  with the  management  of the  affairs of the Trust,  subject to
     certain  provisions of the Trust  Agreement.  The annual  Management Fee is
     equal to 0.5% of all  proceeds as of  December 31 of any year,  invested or
     committed for investment in Local  Partnerships plus all debts of the Local
     Partnerships related to the Properties. The Trust incurred a Management Fee
     of $193,819, $194,348 and $195,490 for the years ended March 30, 1998, 1997
     and 1996,  respectively.  Unpaid  Management Fees in the amount of $381,682
     and $312,863 are recorded as payable to manager in the accompanying balance
     sheets as of March 30, 1998 and 1997, respectively.

     The  rents of the  Properties,  certain  of which  receive  rental  subsidy
     payments, including payments under Section 8 of Title II of the Housing and
     Community  Development  Act of 1974  ("Section 8"), are subject to specific
     laws,  regulations  and  agreements  with federal and state  agencies.  The
     subsidy  agreements expire at various times during and after the Compliance
     Periods of the Local  Partnerships.  In October 1997,  Congress  passed the
     Multifamily  Assisted Housing and Reform and  Affordability Act whereby the
     United States Department of Housing and Urban Development  ("HUD") has been
     given authority to renew certain project based Section 8 contracts expiring
     during  HUD's  fiscal  year  1998,  where  requested  by an  owner,  for an
     additional one year term generally at or below current rent levels, subject
     to certain  guidelines.  HUD has  additional  programs  which,  in general,
     provide  for  restructuring  rents  and/or  mortgages  where  rents  may be
     adjusted to market levels and mortgage  terms may be adjusted  based on the
     reduction  in rents,  although  there may be instances in which only rents,
     but not mortgages,  are restructured.  The Trust cannot reasonably  predict
     legislative  initiatives and governmental budget negotiations,  the outcome
     of which could  result in a reduction  in funds  available  for the various
     federal and state  administered  housing  programs  including the Section 8
     program.  Such  changes  could  adversely  affect the future net  operating
     income  and  debt  structure  of any or all  Local  Partnerships  currently
     receiving  such  subsidy  or  similar  subsidies.  One Local  Partnership's
     Section 8 contract,  which covers  certain  rental  units,  is scheduled to
     expire in September 1998.

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 and Restricted Cash

     The carrying amounts approximate fair value.

     Investments in Bonds Available-For-Sale

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

     Interest Receivable

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

     Capital Contributions Payable and Interest Payable

     The carrying  amounts  approximate  fair value in accordance with the Local
     Partnerships' partnership agreements.

     The estimated fair value of the Trust's financial instruments as of
     March 30, 1998 and 1997 are disclosed elsewhere in the financial
     statements.


<PAGE>




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

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Registrant  has no  officers or  directors.  The  Manager  manages  Registrant's
affairs and has general  responsibility  and authority in all matters  affecting
its business. The executive officers and directors of the Manager are:

<TABLE>
<CAPTION>
                        Served in present
Name                    capacity since 1           Position held
----                    --------------             -------------
<S>                     <C>                        <C>
Richard Paul Richman    May 10, 1993               President and Director
Stephen B. Smith        May 10, 1993               Executive Vice President
David A. Salzman        May 10, 1993               Vice President and Secretary
Eric P. Richelson       May 10, 1993               Vice President
Neal Ludeke             May 10, 1993               Vice President and Treasurer
</TABLE>

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

Richard Paul Richman, age 50, is the sole Director and President of the Manager.
Mr. Richman is the President and sole  stockholder of Richman Group. Mr. Richman
is involved in the  syndication  and  management of  residential  property.  Mr.
Richman is also a director of Wilder Richman  Resources  Corp.,  an affiliate of
the Manager and the general partner of Secured Income L.P., a director of Wilder
Richman  Historic  Corporation,  an  affiliate  of the  Manager  and the general
partner of Wilder  Richman  Historic  Properties II, L.P., a director of Richman
Tax Credit  Properties Inc., an affiliate of the Manager and the general partner
of the general  partner of American  Tax Credit  Properties  L.P., a director of
Richman Tax Credits Inc., an affiliate of the Manager and the general partner of
the general partner of American Tax Credit  Properties II L.P. and a director of
Richman  Housing  Credits  Inc.,  an  affiliate  of the  Manager and the general
partner of the general partner of American Tax Credit Properties III L.P.

Stephen B. Smith,  age 54, is the Executive Vice  President of the Manager.  Mr.
Smith is  responsible  for  marketing and  investment  program  development  for
Richman Group.  From 1989 until joining  Richman Group in 1993, Mr. Smith was an
independent  advisor to  developers,  lenders  and  institutional  investors  on
matters related to real estate investments.

David A. Salzman, age 37, is a Vice President and the Secretary of the Manager.
Mr. Salzman is responsible for the acquisition and development of residential
real estate for syndication as a Vice President of acquisitions of Richman
Group.

Eric P. Richelson, age 46, is a Vice President of the Manager. Mr. Richelson is
President of Wilder Richman Management Corporation, a property management 
company affiliated with the Manager. In addition, Mr. Richelson is a Vice 
President of Richman Asset Management, LLC ("RAM"), an affiliate of the Manager.
Mr. Richelson's responsibilities in connection with RAM include advisory 
services provided to a small business investment company.

Neal Ludeke, age 40, is a Vice President and the Treasurer of the Manager. 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 RAM. Mr.
Ludeke's responsibilities in connection with RAM include advisory services 
provided to a small business investment company and various partnership 
management functions.


<PAGE>



Item 11.  Executive Compensation

Registrant has no officers or directors. Registrant does not pay the officers or
director of the Manager any remuneration.  During the year ended March 30, 1998,
the Manager did not pay any remuneration to any of its officers or its director.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of May 21,  1998,  no  person or entity  was  known by  Registrant  to be the
Beneficial  Owner of more  than  five  percent  of the  Units.  The  Manager  is
wholly-owned by Richard Paul Richman.

Item 13.  Certain Relationships and Related Transactions

The Manager  and  certain of its  affiliates  are  entitled  to receive  certain
compensation,  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 Manager and Affiliates

The tax losses and  Low-income  Tax Credits  generated by Registrant  during the
year ended  December 31, 1997 allocated to the Manager were $12,039 and $26,155,
respectively.

Indebtedness of Management

No officer or director  of the Manager or any  affiliate  of the  foregoing  was
indebted to Registrant at any time during the year ended March 30, 1998.


<PAGE>



                                 PART IV

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

    (a) Financial Statements, Financial Statement Schedules and Exhibits

            (1)  Financial Statements

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

            (2)  Financial Statement Schedules

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

            (3)  Exhibits

     <TABLE>
     <CAPTION>
                                                                                  Incorporated by
                                    Exhibit                                         Reference to
       <S>        <C>                                                <C>
       10.1       Credit Agreement dated as of December 27, 1993     Exhibit 10.1 to Form 10-Q Report
                  between Trust and Citibank N.A.                    dated December 30, 1993
                                                                     (File No. 33-58032)
       10.2       Security and Pledge Agreement dated as of          Exhibit 10.2 to Form 10-Q Report
                  December 27, 1993 between Trust and Citibank N.A.  dated December 30, 1993
                                                                     (File No. 33-58032)
       10.3       Cash Collateral Agreement dated as of December     Exhibit 10.3 to Form 10-Q Report
                  27, 1993 between Trust and Citibank N.A.           dated December 30, 1993
                                                                     (File No. 33-58032)
       10.4       Promissory Note dated December 27, 1993 from       Exhibit 10.4 to Form 10-Q Report
                  Trust to Citibank N.A.                             dated December 30, 1993
                                                                     (File No. 33-58032)
       10.5       Tri-Party Agreement dated as of December 27,       Exhibit 10.5 to Form 10-Q Report
                  1993 between Trust, Citibank N.A. and United       dated December 30, 1993
                  States Trust Company of New York                   (File No. 33-58032)
       10.6       ACP Housing Associates, L.P. Amended and           Exhibit 10.1 to Form 10-Q Report
                  Restated Agreement of Limited Partnership          dated September 29, 1995
                                                                     (File No. 0-24600)
       10.7       Creative Choice Homes VII, Ltd. Amended and        Exhibit 10.1 to Form 10-Q Report
                  Restated Agreement of Limited Partnership          dated December 30, 1994
                                                                     (File No. 0-24600)
       10.8       Edgewood Manor Associates, L.P. Amended and        Exhibit 10.6 to Form 10-K Report
                  Restated Agreement of Limited Partnership          dated March 30, 1994
                                                                     (File No. 33-58032)
       10.9       Ledge / McLaren Limited Partnership Amended and    Exhibit 10.2 to Form 10-Q Report
                  Restated Agreement of Limited Partnership          dated December 30, 1994
                                                                     (File No. 0-24600)
       10.10      Penn Apartment Associates Amended and Restated     Exhibit 10.7 to Form 10-K Report
                  Agreement of Limited Partnership                   dated March 30, 1994
                                                                     (File No. 33-58032)
     </TABLE>


<PAGE>



     <TABLE>
     <CAPTION>
                                                                                  Incorporated by
                                    Exhibit                                         Reference to
       <S>        <C>                                                <C>
       10.11      First Amendment to Penn Apartment Associates       Exhibit 10.8 to Form 10-K Report
                  Amended and Restated Agreement of Limited          dated March 30, 1994
                  Partnership                                        (File No. 33-58032)
       10.12      Second Amendment to Penn Apartment Associates      Exhibit 10.9 to Form 10-K Report
                  Amended and Restated Agreement of Limited          dated March 30, 1994
                  Partnership                                        (File No. 33-58032)
       10.13      SB-92 Limited Partnership Amended and Restated     Exhibit 10.6 to Form 10-Q Report
                  Agreement of Limited Partnership                   dated December 30, 1993
                                                                     (File No. 33-58032)
       10.14      St. Christopher's Associates, L.P. V Amended and   Exhibit 10.1 to Form 10-Q Report
                  Restated Agreement of Limited Partnership          dated June 29, 1994
                                                                     (File No. 33-58032)
       10.15      St. John Housing Associates, L.P. Amended and      Exhibit 10.7 to Form 10-Q Report
                  Restated Agreement of Limited Partnership          dated December 30, 1993
                                                                     (File No. 33-58032)
       10.16      Starved Rock - LaSalle Manor Limited Partnership   Exhibit 10.2 to Form 10-Q Report
                  Amended and Restated Agreement of Limited          dated September 29, 1995
                  Partnership                                        (File No. 0-24600)
       10.17      Vision Limited Dividend Housing Association        Exhibit 10.3 to Form 10-Q Report
                  Limited Partnership Amended and Restated           dated December 30, 1994
                  Agreement of Limited Partnership                   (File No. 0-24600)
       27         Financial Data Schedule
       99.1       Pages 11 through 21, 26 through 48 and 63          Exhibit 99.1 to Form 10-K Report
                  through 65 of Prospectus of Registrant             dated March 30, 1994
                  dated September 7, 1993 filed pursuant to          (File No. 33-58032) 
                  Rule 424(b)(3) under the Securities Act of 1933
       99.2       Supplement No. 2 dated November 16, 1993 to        Exhibit 28.1 to Form 10-Q Report
                  Prospectus                                         dated December 30, 1993
                                                                     (File No. 33-58032)
       99.3       Supplement No. 3 dated November 23, 1994 to        Exhibit 99.3 to Form 10-K Report
                  Prospectus                                         dated March 30, 1995
                                                                     (File No. 0-24600)
       99.4       Supplement No. 4 dated December 28, 1994 to        Exhibit 99.4 to Form 10-K Report
                  Prospectus                                         dated March 30, 1995
                                                                     (File No. 0-24600)
       99.5       December 31, 1995 financial statements of          Exhibit 99.5 to Form 10-K Report
                  St. John Housing Associates, L.P. pursuant to      dated March 30, 1996
                  Title 17, Code of Federal Regulations,             (File No. 0-24600)
                  Section 210.3-9
       99.6       December 31, 1996 financial statements of          Exhibit 99.6 to Form 10-K Report
                  St. John Housing Associates, L.P. pursuant to      dated March 30, 1997
                  Title 17, Code of Federal Regulations              (File No. 0-24600)
       99.7       December 31, 1997 financial statements of
                  St. John Housing Associates, L.P. pursuant to
                  Title 17, Code of Federal Regulations
     </TABLE>


<PAGE>


    (b) Reports on Form 8-K

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

    (c) Exhibits

    See (a)(3) above.

    (d) Financial Statement Schedules

    See (a)(2) above.


<PAGE>



                                   SIGNATURES


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


                                           AMERICAN TAX CREDIT TRUST,
                                           a Delaware statutory business trust
                                           Series I

                                           By: Richman American Credit Corp.,
                                                 The Manager

Dated:  June 29, 1998                      /s/ Richard Paul Richman
        -------------                      ------------------------
                                           by: Richard Paul Richman
                                                 President

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

<TABLE>
<CAPTION>
               Signature                                       Title                                        Date
<S>                                          <C>                                         <C>
       /s/ Richard Paul Richman                  President, Chief Executive Officer                    June 29, 1998
       ------------------------                  and Director of the Manager                           -------------

       /s/ Neal Ludeke                           Vice President and Treasurer of
       ------------------------                  the Manager (Principal Financial                      June 29, 1998
                                                 and Accounting Officer of the Trust)                  -------------
</TABLE>