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, 1997

                                                           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 Tax Reform Act of
1986  (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 sole manager of the Trust.  The Manager is  wholly-owned  by Richard Paul
Richman and is an affiliate of both The Richman Group, Inc. ("Richman Group"), a
Delaware  corporation founded by Richard Paul Richman in 1988 and Wilder Richman
Corporation  ("WRC"), a New York corporation  co-founded by Richard Paul Richman
in 1979.

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,  which 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"). Post-Effective Amendment No. 1 to the Registration Statement
on Form S-11 was filed with the  Commission  on November 26,  1993.  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>

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 and Uruguay Round Agreements Act  (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.  Each of Registrant's  Local
Partnerships  has been  allocated  by the  relevant  state tax credit  agency an
amount of  Low-income  Tax Credits  for ten years from the date 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, 1996, 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.  The United  States  Department  of  Housing  and Urban
Development  ("HUD") has issued  notices  which  implement  provisions  to renew
certain  project  based  Section 8 contracts  expiring  during HUD's fiscal year
1997,  where requested by an owner, for an additional one year term generally at
or  below  current  rent  levels,  subject  to  certain  guidelines.  HUD has an
additional  program which, in general,  provides 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.  Two Local Partnerships' Section 8 contracts,  which cover
certain  rental  units,  are  scheduled to expire in 1997,  one of which expired
during 1996 and was extended for one year.

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              Mortgage &
                                                                 obligation                  construction
   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           1997            1997                  1996         footnotes)
   -----------------------------           -----------  -------------------------------- ----------------------------------


   <S>                                     <C>          <C>             <C>              <C>                    <C>
   ---------------------------------------

   ACP Housing Associates, L.P.
   ACP Housing Apartments
   New York, New York                            27     $     737,222   $    737,222         $  1,511,174             (1b)
   ---------------------------------------

   Creative Choice Homes VII, Ltd.
   Coral Gardens Apartments
   Homestead, Florida                            91         2,382,812      2,382,812            2,186,893             (1a)
   ---------------------------------------

   Edgewood Manor Associates, L.P.
   Edgewood Manor Apartments
   Philadelphia, Pennsylvania                    49         1,963,799      1,963,799            1,861,013             (1b)
   ---------------------------------------

   Ledge / McLaren Limited Partnership
   Ledge / McLaren Apartments
   Nashua, New Hampshire                          8           343,079        343,079              462,678             (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            2,129,343             (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            4,646,393             (1a)
   ---------------------------------------

   Starved Rock - LaSalle Manor
      Limited Partnership
   LaSalle Manor
   LaSalle, Illinois                             48           634,327        327,894            2,120,089             (1a)
   ---------------------------------------

   Vision Limited Dividend Housing
      Association Limited Partnership
   Helen Odean Butler Apartments
   Detroit, Michigan                             97         1,429,721      1,139,904            5,349,915             (1b)
                                                         ------------   ------------         ------------                 
   ---------------------------------------

                                                          $14,761,041    $14,087,991          $23,410,498
                                                          ===========    ===========          ===========
</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.




<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. There are
provisions in the Fourth Amended and Restated  Agreement of Trust of Registrant,
as amended which are intended to prevent the  development of a public  secondary
market.  Accordingly,  accurate  information as to the market value of a Unit at
any given date is not available.  Merrill Lynch and PaineWebber both provide its
clients  who wish to buy or sell  partnership  units with a limited  partnership
secondary  service  available  through  their  respective  Limited   Partnership
Secondary Transaction  Departments.  The number of Beneficial Owners of Units as
of May 21, 1997 was 988, holding 18,654 Units.

Beginning  with the December 1994 client account  statements,  Merrill Lynch and
PaineWebber implemented new guidelines for providing estimated values of limited
partnerships and other direct investments reported on client account statements.
Pursuant to the guidelines,  estimated values for limited partnership  interests
originally  sold by Merrill Lynch and PaineWebber  (such as Registrant's  Units)
will be  provided  two  times  per year to  Merrill  Lynch  and  PaineWebber  by
independent  valuation  services.  These  estimated  values  will  be  based  on
financial and other information available to the independent services (1) on the
prior August 15th for  reporting  on December  year-end  and  subsequent  client
account   statements  through  the  following  May's  month-end  client  account
statements  and (2) on 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 limited  partnership  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 any
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, 1997 and 1996.

Low-income Tax Credits, which are subject to various limitations, may be used by
investors 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, 1996 and 1995 and
the cumulative  Low-income Tax Credits allocated from inception through December
31, 1996 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, 1996                      $     134.10          $     134.10            $    134.10
  Tax year ended December 31, 1995                             98.63                 98.63                  98.63

  Cumulative totals                                     $     282.33          $     280.15            $    267.63
</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
                                                                                                         (Commencement of
                                                             Years Ended March 30,                         Operations) to
                                                     
                                            1997                   1996                 1995               March 30, 1994
                                     ------------------     ------------------   ------------------        --------------
  <S>                              <C>                    <C>                   <C>                  <C>
  Interest revenue                   $        156,201       $       268,044      $       250,570      $             5,148
                                     ================       ===============      ===============      ===================

  Equity in loss of investment in
    local partnerships                 $   (1,070,651)       $     (590,457)      $     (391,691)       $         (42,427)
                                       ==============        ==============       ==============        ================= 

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

  Net loss per unit of beneficial ownership interest based upon weighted average
    number of units (18,654, 18,654, 17,843, and 10,935 units of beneficial
    ownership interest)             $          (62.12)     $         (31.32)    $         (21.52)      $           (14.66)
                                    =================      ================     ================       ================== 

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

  Total assets                         $   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,  together  with  Series  II  through  Series  XX (each of which  and
Registrant, a "Series") collectively,  of the Trust, registered 150,000 units of
beneficial  ownership  interest  ("Units") at $1,000 per Unit to investors  (the
"Beneficial   Owners")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  and  on  August  26,  1993,  the  Commission  declared  effective
Amendment No. 4 to the Registration  Statement on Form S-11. Registrant admitted
Beneficial  Owners between  November 29, 1993 and May 25, 1994 in three closings
with  aggregate   Beneficial   Owners'   capital   contributions   amounting  to
$18,654,000.

Registrant  acquired ten limited  partnership  interests (the "Local Partnership
Interests") in partnerships  (the "Local  Partnership" or "Local  Partnerships")
representing  capital  contributions  in the  amount of  $14,761,041.  The Local
Partnerships own low-income multifamily residential complexes (the "Property" or
"Properties") which qualify for the low-income tax credit established by Section
42 of the Tax Reform Act of 1986 (the  "Low-income  Tax  Credit").  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
investments in Local  Partnerships  are highly  illiquid.  As of March 30, 1997,
Registrant has paid capital contributions




<PAGE>

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

of  $14,087,991  to  the  Local   Partnerships  and  $673,050  are  outstanding.
Restricted  cash in the  balance  sheet as of March  30,  1997  represents  such
outstanding  capital  contributions  and  accrued  interest  of  $32,888  on  an
outstanding  capital  contribution.  The outstanding  capital  contributions are
payable in installments upon each Local Partnership's  satisfaction of specified
conditions  related to construction  and/or  operations.  In accordance with the
limited   partnership   agreements   of  the  Local   Partnerships,   the  final
determination of the capital  contribution  obligations to be paid by Registrant
to the Local Partnerships may be adjusted if the actual Low-income Tax Credit of
a Local  Partnership  is greater than or less than the expected  Low-income  Tax
Credit  of  such  Local  Partnership,   among  other  things,  at  the  time  of
acquisition.

From the closing of Units,  Registrant  established a working  capital  reserve.
Registrant  is  not  expected  to  have  access  to  any  source  of  financing.
Accordingly, if unforeseen contingencies arise that cause a Local Partnership to
require additional capital,  in addition to that contributed by Registrant,  the
source of such capital  needs may be obtained from (i) limited  working  capital
reserves of  Registrant  (which may include  distributions  received  from Local
Partnerships), (ii) debt financing at the Local Partnership level (which may not
be available) or (iii) additional equity contributions of the general partner of
a Local  Partnership  (the "Local  General  Partner").  In  addition,  the Local
Partnerships  are generally  expected to maintain  escrow  reserves over time in
addition to the reserves  maintained  by  Registrant.  There can be no assurance
that any of these  sources  would be readily  available  to provide for possible
additional  capital  requirements or be sufficient to remedy any such unforeseen
contingencies.

As of March 30, 1997, Registrant's working capital is comprised of cash and cash
equivalents  of  $830,290  and  investments  in  corporate  bonds  of  $834,697.
Registrant  acquired such  investments  in bonds with the intention of utilizing
proceeds generated by such investments in bonds to meet its annual  obligations.
Future sources of Registrant's funds are expected primarily from interest earned
on  investments  of working  capital  reserves,  retired  investments  in bonds,
interest  earned  on  temporary   investments  of  future  capital  contribution
obligations due to Local Partnerships ("Temporary Investments") and limited cash
distributions from Local Partnerships.

During the year ended March 30, 1997,  Registrant  received  cash from  interest
earnings and utilized cash for operating expenses and for capital  contributions
to Local  Partnerships.  Cash  and cash  equivalents  and  investments  in bonds
available-for-sale increased, in the aggregate, by approximately $237,000 during
the year ended March 30, 1997,  which increase  includes a net  unrealized  loss
recorded on investments in bonds of approximately  $21,000,  amortization of net
premium on  investments  in bonds of  approximately  $4,000 and a transfer  from
restricted cash of approximately  $224,000  resulting from a decrease in capital
contributions  payable to two Local  Partnerships  pursuant to their  respective
partnership agreements. Restricted cash decreased by approximately $1,294,000 as
a result of payments of capital  contributions made to the Local Partnerships of
approximately  $1,076,000 and the reduction of capital  contributions payable to
two Local  Partnerships  discussed  above,  partially  offset by an  increase in
interest payable of approximately  $6,000. During the year ended March 30, 1997,
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, 1996
of  $1,070,651  and the  reduction of capital  contributions  payable to certain
Local Partnerships.

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,
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.
The United States Department of Housing and Urban Development ("HUD") has issued
notices which  implement  provisions  to renew  certain  project based Section 8
contracts  expiring during HUD's fiscal year 1997,  where requested by an owner,
for an  additional  one year term  generally  at or below  current  rent levels,
subject to certain guidelines.  HUD has an additional program which, in general,
provides 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.  Two Local
Partnerships'  Section 8  contracts,  which  cover  certain  rental  units,  are
scheduled to expire in 1997,  one of which expired  during 1996 and was extended
for one  year.  In  addition,  the Local  Partnerships  have  various  financing
structures which include






<PAGE>

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

(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 and Mandatory Debt Service  requirements
and other charges,  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, 1996, revenue from operations,  Local General
Partner  advances and reserves of the Local  Partnerships  have  generally  been
sufficient to cover the operating  expenses and  Mandatory  Debt Service.  As of
December 31, 1996, all of the Local  Partnerships have achieved full operational
status and substantially all of the Local Partnerships are effectively operating
at or near breakeven  levels,  although certain Local  Partnerships'  accounting
information  reflects operating deficits that do not represent cash deficits due
to their mortgage and financing  structure and the required deferral of property
management fees. However, as discussed below, one Local Partnership's  operating
information  indicates below break even operations after taking into account its
mortgage and financing structure.

The terms of the partnership  agreement of Edgewood Manor Associates,  L.P. (the
"Edgewood Manor Local  Partnership")  require the Local General  Partners of the
Edgewood Manor Local Partnership to advance funds to cover operating deficits up
to $300,000  through  November  1996.  During  1996,  the  Edgewood  Manor Local
Partnership  changed  management  agents from an affiliate of the Local  General
Partner to a non-affiliate. The prior management agent was required to defer its
property  management  fees in order to avoid a default under the  mortgage.  The
Edgewood Manor Local Partnership  incurred an operating deficit of approximately
$16,000  for the  year  ended  December  31,  1996,  inclusive  of all  property
management  fees.  As of December 31, 1996,  the Local  General  Partners of the
Edgewood Manor Local Partnership have advanced approximately $16,000 under their
Deficit  Guarantee  obligation.  Of  Registrant's  total annual  Low-income  Tax
Credits,   approximately   14%  is  allocated  from  the  Edgewood  Manor  Local
Partnership.

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 the Local  Partnership's  results of operations and by
any 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.  Any equity in loss in excess of
Registrant's  investment  balance in a Local  Partnership  is allocated to other
partners'  capital in each such Local  Partnership.  As a result,  the equity in
loss of investment in Local Partnerships is expected to decrease as Registrant's
investment  balances in the respective Local Partnerships  become zero. However,
the combined  statements of operations  of the Local  Partnerships  reflected in
Note 5 to Registrant's financial statements include the operating results of all
Local Partnerships, regardless of Registrant's investment balances.

Year Ended March 30, 1997

For the year ended March 30, 1997,  Registrant  had a net loss of  approximately
$1,171,000, which included an equity in loss of investment in Local Partnerships
of approximately  $1,071,000 for the year ended December 31, 1996.  Registrant's
loss from operations for the year ended March 30, 1997 of approximately $100,000
was  attributable to interest  revenue of  approximately  $156,000,  exceeded by
operating  expenses of  approximately  $241,000 and amortization of organization
costs of $15,000.  Interest revenue for future periods is expected to decline as
Temporary  Investments are utilized to make payments of capital contributions to
Local Partnerships.

The Local Partnerships' net loss of approximately  $1,082,000 for the year ended
December 31, 1996 was  attributable to rental and other revenue of approximately
$3,605,000,  exceeded  by  operating  and  interest  expenses  of  approximately
$3,350,000  and  approximately   $1,337,000  of  depreciation  and  amortization
expenses.  As a result  of  ongoing  development  and  construction,  one  Local
Partnership  completed  construction  and initial  rent-up during June 1996. The
Local  Partnerships'  net loss for the year ended  December  31,  1996  includes
accrued  Non-Mandatory  Interest charges of approximately  $266,000 and does not
include  principal  amortization on mortgage and  construction  loans payable of
approximately $786,000.






<PAGE>

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

Year Ended March 30, 1996

For the year ended March 30, 1996,  Registrant  had a net loss of  approximately
$590,000,  which included an equity in loss of investment in Local  Partnerships
of  approximately  $590,000 for the year ended  December 31, 1995.  Registrant's
income from operations for the year ended March 30, 1996 of  approximately  $300
was  attributable  to  interest  revenue of  approximately  $268,000,  offset by
operating  expenses of  approximately  $253,000 and amortization of organization
costs of $15,000.

The Local  Partnerships'  net loss of approximately  $657,000 for the year ended
December 31, 1995 was  attributable to rental and other revenue of approximately
$2,586,000,  exceeded  by  operating  and  interest  expenses  of  approximately
$2,333,000 and approximately $910,000 of depreciation and amortization expenses.
As a result of ongoing  development,  construction and initial rent-up,  certain
Local  Partnerships  did not experience full  operations  during 1995. The Local
Partnerships'  net loss for the year ended  December 31, 1995  includes  accrued
Non-Mandatory  Interest charges of  approximately  $105,000 and does not include
principal   amortization   on  mortgage  and   construction   loans  payable  of
approximately $90,000.

Year Ended March 30, 1995

For the year ended March 30, 1995,  Registrant  had a net loss of  approximately
$388,000,  which included an equity in loss of investment in Local  Partnerships
of  approximately  $392,000 for the year ended  December 31, 1994.  Registrant's
income from operations for the year ended March 30, 1995 of approximately $4,000
was  attributable  to  interest  revenue of  approximately  $251,000,  offset by
operating  expenses of  approximately  $232,000 and amortization of organization
costs of $15,000.

The Local  Partnerships'  net loss of approximately  $396,000 for the year ended
December 31, 1994 was  attributable to rental and other revenue of approximately
$1,509,000,  exceeded  by  operating  and  interest  expenses  of  approximately
$1,454,000 and approximately $451,000 of depreciation and amortization expenses.
As a result of ongoing  development,  construction and initial rent-up,  certain
Local  Partnerships did not experience full operations during 1994. In addition,
Registrant  had  not  utilized  all of its  net  proceeds  for  acquiring  Local
Partnership  Interests as of December 31, 1994. The Local Partnerships' net loss
for the year ended  December 31, 1994 includes  accrued  Non-Mandatory  Interest
charges of approximately $93,000 and does not include principal  amortization on
mortgage and construction loans payable of approximately $64,000.

Year Ended March 30, 1997 v. 1996

Registrant's operations for the year ended March 30, 1997 resulted in a net loss
of approximately  $1,171,000 as compared to a net loss of approximately $590,000
for the year  ended  March  30,  1996.  The  increase  in net loss is  primarily
attributable   to  an  increase  in  equity  in  loss  of  investment  in  Local
Partnerships  of  approximately  $480,000 and a decrease in interest  revenue of
approximately  $112,000.  The increase in equity in loss of  investment in Local
Partnerships  is primarily a result of more Local  Partnerships  achieving  full
operations.  Interest  revenue  declined  primarily as a result of  Registrant's
utilization  of  Temporary  Investments  to pay capital  contributions  to Local
Partnerships.

Year Ended March 30, 1996 v. 1995

Registrant's operations for the year ended March 30, 1996 resulted in a net loss
of approximately  $590,000 as compared to a net loss of  approximately  $388,000
for the year  ended  March  30,  1995.  The  increase  in net loss is  primarily
attributable   to  an  increase  in  equity  in  loss  of  investment  in  Local
Partnerships  of  approximately  $199,000,  which is  primarily a result of more
Local Partnerships  achieving full operations during 1995 and the acquisition of
two additional Local Partnership Interests.

Inflation

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





<PAGE>

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

Recent Accounting Statements Not Yet Adopted

In February 1997, the Financial  Accounting Standards Board issued Statement of 
Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings per Share" and 
SFAS No. 129,  "Disclosure of Information  about Capital  Structure." SFAS 
No. 128 provides  accounting and reporting  standards  for the amount of 
earnings  per share.  SFAS No. 129  requires  the  disclosure  in summary  form 
within the financial  statements of pertinent rights and privileges of the 
various  securities  outstanding.  SFAS No. 128 and SFAS No. 129 are effective 
for fiscal years ending after December 15, 1997 and earlier application is not 
permitted.

The  implementation  of SFAS  No.  128  and  SFAS  No.  129 is not  expected  to
materially  impact  Registrant's   financial   statements  because  Registrant's
earnings  per share  would not be  significantly  affected  and the  disclosures
regarding  the  capital  structure  in the  financial  statements  would  not be
significantly changed.






<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, 1997 and 1996

Statements of Operations for the years ended March 30, 1997, 1996 and 1995

Statements of Changes in Owners' Equity (Deficit) for the years ended March 30, 
1997, 1996 and 1995

Statements of Cash Flows for the years ended March 30, 1997, 1996 and 1995

Notes to Financial Statements as of March 30, 1997, 1996 and 1995



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, 1997 and
1996,  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, 1997.  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, 1997 and
1996, and the results of its operations and its cash flows for each of the three
years in the period ended March 30, 1997, in conformity with generally  accepted
accounting principles.



/s/ Reznick Fedder & Silverman

Bethesda, Maryland
May 8, 1997






<PAGE>
<TABLE>
<CAPTION>
                                                  AMERICAN TAX CREDIT TRUST,
                                            a Delaware statutory business trust
                                                           Series I
                                                        BALANCE SHEETS
                                                   MARCH 30, 1997 AND 1996


                                                                              Notes            1997                1996
                                                                              -----      -----------------   ----------
<S>                                                                        <C>           <C>                 <C>
ASSETS

Cash and cash equivalents                                                      3,9        $      830,290      $      569,008
Restricted cash                                                               3,5,9              705,938           2,000,256
Investments in bonds available-for-sale                                        4,9               834,697             859,032
Investment in local partnerships                                                5             12,662,815          13,957,764
Interest receivable                                                             9                 12,611              12,752
Organization costs (less accumulated amortization of $50,000 and $35,000)
                                                                                2                 25,000             40,000
                                                                                         ----------------    ----------------

                                                                                            $ 15,071,351        $ 17,438,812
                                                                                            ============        ============
LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities
  Accounts payable and accrued expenses                                         9        $        29,961     $        31,048
  Payable to manager                                                          6,8,9              312,863             193,515
  Capital contributions payable                                                5,9               673,050           1,972,883
  Interest payable                                                              9
                                                                                                  32,888              27,373

                                                                                               1,048,762           2,224,819
                                                                                           -------------       -------------

Commitments and contingencies                                                  5,8

Owners' equity (deficit)                                                      2,4,6
   Manager                                                                                       (23,004)            (11,298)
   Beneficial owners, $1,000 stated value per unit (18,654 units of
     beneficial ownership interest outstanding)                                               14,110,830          15,269,704
   Unrealized loss on investments in bonds available-for-sale, net                               (65,237)            (44,413)
                                                                                          --------------     --------------- 

                                                                                              14,022,589          15,213,993
                                                                                            ------------       -------------

                                                                                            $ 15,071,351        $ 17,438,812
                                                                                            ============        ============
</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, 1997, 1996 AND 1995


                                                    Notes              1997                 1996                 1995
                                                    -----        ----------------     ----------------     ----------
<S>                                              <C>           <C>                  <C>                  <C>
REVENUE

Interest                                                        $      156,201        $     268,044        $     250,570
                                                                --------------        -------------        -------------

TOTAL REVENUE                                                          156,201              268,044              250,570
                                                               ---------------       --------------       --------------

EXPENSES

Management fee                                       6,8               194,348              195,490              175,645
Professional fees                                                       30,566               30,907               24,483
Printing, postage and other                                             16,216               26,322               28,900
Amortization                                                            15,000               15,000               15,000
Interest                                                                                                           2,747
                                                               -------------------- -------------------  ---------------

TOTAL EXPENSES                                                         256,130              267,719              246,775
                                                                --------------        -------------        -------------

Income (loss) from operations                                          (99,929)                 325                3,795

Equity in loss of investment in local
    partnerships                                      5             (1,070,651)            (590,457)            (391,691)
                                                                 -------------         ------------         ------------ 

NET LOSS                                                          $ (1,170,580)         $  (590,132)         $  (387,896)
                                                                  ============          ===========          =========== 

NET LOSS ATTRIBUTABLE TO                              2
    Manager                                                     $      (11,706)       $      (5,901)       $      (3,879)
    Beneficial owners                                               (1,158,874)            (584,231)            (384,017)
                                                                 -------------         ------------         ------------ 

                                                                  $ (1,170,580)         $  (590,132)         $  (387,896)
                                                                  ============          ===========          =========== 

NET LOSS per unit of beneficial  ownership  interest 
   (18,654,  18,654 and 17,843) weighted average units 
    of beneficial ownership interest)                          $        (62.12)       $      (31.32)       $      (21.52)
                                                               ===============        =============        ============= 

</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, 1997, 1996 AND 1995


                                                                                         Unrealized Gain
                                                                                            (Loss) on
                                                                                          Investments in
                                                                      Beneficial              Bonds
                                                   Manager              Owners         Available-  For-Sale,       Total
                                                                                              Net

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

Owners' equity (deficit), March 30, 1994      $      (1,518)        $  4,928,814       $                      $  4,927,296

Capital contributions                                                 11,969,500                                11,969,500

Syndication costs                                                       (660,362)                                 (660,362)

Net loss                                             (3,879)            (384,017)                                 (387,896)

Unrealized gain on investments in bonds
   available-for-sale, net                                                                         403                 403
                                             ------------------   -------------------- ------------------    ----------------

Owners' equity (deficit), March 30, 1995             (5,397)          15,853,935                   403          15,848,941

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

Change in 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)

Change in 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
                                              =============         ============       ================       ============


</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, 1997, 1996 AND 1995


                                                                          1997                 1996                  1995
                                                                    ----------------     ----------------      ----------
<S>                                                              <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                  $     165,368        $     270,380         $     231,777
Cash paid for
    management fee                                                       (75,000)            (100,000)             (121,153)
    professional fees                                                    (30,016)             (22,158)              (24,483)
    printing, postage and other expenses                                 (17,853)             (24,023)              (31,400)
    interest                                                                                                         (3,272)
                                                                 -------------------   -------------------- ----------------

Net cash provided by operating activities                                 42,499              124,199                51,469
                                                                  --------------       --------------       ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

Investments in and acquisition of local partnership interests         (1,075,535)          (3,165,219)           (4,458,173)
Transfer from (to) restricted cash                                     1,294,318            3,188,564            (5,177,597)
Maturity/redemption of bonds                                                                1,131,000
Investments in bonds                                                                         (903,445)           (1,099,922)
Cash distribution from a local partnership                                                       3,000           ___________
                                                                 --------------------  ---------------                      

Net cash provided by (used in) investing activities                      218,783              253,900           (10,735,692)
                                                                  --------------       --------------         ------------- 

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of units of beneficial ownership interest                                                     11,969,500
Repayment of note payable                                                                                          (230,494)
Repayment of operating advance from manager                                                                          (7,002)
Payment of syndication costs                                                                                       (856,872)
                                                                 --------------------- --------------------- -------------- 

Net cash provided by financing activities                                                                        10,875,132
                                                                 --------------------- ---------------------  -------------

Net increase in cash and cash equivalents                                261,282              378,099               190,909

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

CASH AND CASH EQUIVALENTS AT END OF YEAR                          $      830,290       $      569,008        $      190,909
                                                                  ==============       ==============        ==============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds
    available-for-sale, net                                       $      (20,824)      $      (44,816)      $           403
                                                                  ==============       ==============       =================

Increase (decrease) in capital contributions payable               $    (224,298)      $      539,027         $   3,754,844
                                                                   =============       ==============         =============

---------------------------------------------------------------- --------------------- -------------------- ---------------------
See  reconciliation of net loss to net cash provided by operating  activities on
page 18.

</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, 1997, 1996 AND 1995


                                                                      1997                   1996                   1995
                                                                ----------------       ----------------       ----------

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

RECONCILIATION OF NET LOSS TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES

Net loss                                                         $ (1,170,580)          $   (590,132)          $   (387,896)

Adjustments to reconcile net loss to net cash provided by
  operating activities

  Equity in loss of investment in local partnerships                1,070,651                590,457                391,691
  Amortization of organization costs                                   15,000                 15,000                 15,000
  Amortization of net premium on investments in bonds                   3,511
  Accretion of zero coupon bonds                                                             (12,285)               (18,793)
  Increase (decrease) in accounts payable and accrued
     expenses                                                          (1,087)                11,048                 (3,025)
  Decrease (increase) in interest receivable                              141                (12,752)
  Increase in payable to manager                                      119,348                 95,490                 54,492
  Increase in interest payable                                          5,515                 27,373
                                                               --------------          -------------          -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES
                                                                $      42,499           $    124,199          $      51,469
                                                                =============           ============          =============

</TABLE>
















                                             See Notes to Financial Statements.






<PAGE>
                                                 AMERICAN TAX CREDIT TRUST,
                                           a Delaware statutory business trust
                                                          Series I
                                               NOTES TO FINANCIAL STATEMENTS
                                               MARCH 30, 1997, 1996 AND 1995


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 Tax Reform Act of 1986 (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 sole 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  (see  Note 5),  under  which  the
     investment is carried at cost which includes capital contributions payable,
     and is adjusted for the Trust's share of the Local Partnership's results of
     operations and by any 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.  Any
     equity in loss in  excess  of the  Trust's  investment  balance  in a Local
     Partnership  is  allocated  to other  partners'  capital in each 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 Local  Partnership  are
     recorded as other income from 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

     On March 31, 1996,  the Trust  adopted  Statement  of Financial  Accounting
     Standards ("SFAS") No. 121, "Accounting for Impairment of Long-Lived Assets
     and for  Long-Lived  Assets to be Disposed  of." SFAS No. 121 requires that
     long-lived assets and certain identifiable  intangibles held and used by an
     entity  be  reviewed  for   impairment   whenever   events  or  changes  in
     circumstances  indicate  that the  carrying  amount  of an asset may not be
     recoverable.  The adoption of SFAS No. 121 has not materially  affected the
     Partnership's reported earnings, financial condition or cash flows.






<PAGE>
                                             AMERICAN TAX CREDIT TRUST,
                                       a Delaware statutory business trust
                                                    Series I
                                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                         MARCH 30, 1997, 1996 AND 1995


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

     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
     in bonds 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).

     Premium/Discount on Investments

     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.
     Unamortized premiums and unaccreted discounts of investments redeemed prior
     to maturity are offset against, or included in, interest revenue.

     Gain (Loss) on Redemption or Sale of Investments

     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.

     Syndication Costs

     Syndication  costs aggregating  $2,255,819 were charged against  Beneficial
     Owners' equity in accordance with prevalent industry practice.






<PAGE>
                                          AMERICAN TAX CREDIT TRUST,
                                     a Delaware statutory business trust
                                                Series I
                                  NOTES TO FINANCIAL STATEMENTS - (Continued)
                                          MARCH 30, 1997, 1996 AND 1995


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.

     Net Loss per Unit of Beneficial Ownership Interest

     Net loss per Unit is calculated  based upon the weighted  average number of
     Units outstanding,  which is 18,654,  18,654 and 17,843 for the years ended
     March 30, 1997, 1996 and 1995, respectively.

     Reclassifications

     Certain  reclassifications  of  amounts  have been made to  conform  to the
current year presentation.

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  registration
     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, 1997, the Trust has $1,536,228 in cash and cash equivalents
     and restricted cash which are deposited in  interest-bearing  accounts with
     an  institution  which is not  insured  by the  Federal  Deposit  Insurance
     Corporation.






<PAGE>
                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                      Series I
                                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                                            MARCH 30, 1997, 1996 AND 1995


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 unforeseen contingencies 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, 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
                                                    ==========     =================  =============        ==========


     As of March 30, 1996, certain information  concerning  investments in bonds
available-for-sale is as follows:

                                                                        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          $  198,994     $         --       $     (9,720)        $  189,274
        After ten years                                704,451                --           (34,693)           669,758
                                                   -----------     ------------------ ------------         ----------
                                                    $  903,445     $         --        $   (44,413)        $  859,032
                                                    ==========     =================   ===========         ==========
</TABLE>
5.   Investment in Local Partnerships

     As of March  30,  1997,  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.





<PAGE>
                                           AMERICAN TAX CREDIT TRUST,
                                      a Delaware statutory business trust
                                                    Series I
                                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                                          MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     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 (see
     Note 8). Under the terms of each of the ten 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, 1997 represents such outstanding
     capital  contributions  along  with  accrued  interest  of  $32,888  on  an
     outstanding capital contribution. The outstanding capital contributions are
     payable in  installments  upon each  Local  Partnership's  satisfaction  of
     specified  conditions  related to  construction  and/or  operations.  As of
     December 31, 1996, the Local  Partnerships  have  outstanding  mortgage and
     construction loans payable totaling  approximately  $23,410,000 and accrued
     interest payable on such loans totaling approximately  $557,000,  which are
     secured by security interests and liens common to mortgage and construction
     loans on the Local Partnerships' real property and other assets.

     In  accordance  with  the  limited  partnership  agreements  of  the  Local
     Partnerships,   the  final   determination  of  the  capital   contribution
     obligations  to be paid  by the  Trust  to the  Local  Partnerships  may be
     adjusted  if the actual  Low-income  Tax Credit of a Local  Partnership  is
     greater than or less than the expected  Low-income Tax Credit of such Local
     Partnership, among other things, at the time of acquisition.

     The combined  balance sheets of the Local  Partnerships  as of December 31,
     1996  and 1995 and the  combined  statements  of  operations  of the  Local
     Partnerships  for the years  ended  December  31,  1996,  1995 and 1994 are
     reflected on pages 24 and 25, respectively.





<PAGE>

                                            AMERICAN TAX CREDIT TRUST,
                                      a Delaware statutory business trust
                                                    Series I
                                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                          MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships  as of December 31,
1996 and 1995 are as follows:

     <TABLE>
     <CAPTION>
                                                                                            1996                  1995
                                                                                     -----------------     -----------
      <S>                                                                          <C>                    <C>
      ASSETS

      Cash and other investments                                                     $      515,352        $      421,620
      Rental receivable                                                                      47,816                35,109
      Capital contributions receivable                                                    1,073,050             3,682,589
      Escrow deposits and reserves                                                        1,151,896               741,861
      Land                                                                                1,267,153             1,205,354
      Buildings and improvements (net of accumulated depreciation of $2,760,074
        and $1,460,998)                                                                  34,109,040            28,478,299
      Construction in progress                                                                                  4,480,748
      Intangible assets (net of accumulated amortization of $71,151 and $32,957)            412,240               287,682
      Other                                                                                 243,968               157,584
                                                                                    ---------------       ---------------

                                                                                       $ 38,820,515          $ 39,490,846
                                                                                       ============          ============

      LIABILITIES AND PARTNERS' EQUITY

      Liabilities

        Accounts payable and accrued expenses                                        $      372,568        $      264,732
        Due to related parties                                                            1,343,366             2,197,386
        Mortgage and construction loans                                                  23,410,498            22,030,931
        Notes payable                                                                       100,000               100,000
        Accrued interest                                                                    556,684               365,850
        Other                                                                               338,544               527,271
                                                                                    ---------------       ---------------

                                                                                         26,121,660            25,486,170
                                                                                      -------------         -------------
      Partners' equity

        American Tax Credit Trust, Series I
           Capital contributions, net of distributions (includes receivable of
             $1,073,050 and $3,486,015)                                                  14,758,041            14,982,339
           Cumulative loss                                                               (2,095,226)           (1,024,575)
                                                                                      -------------         ------------- 

                                                                                         12,662,815            13,957,764
                                                                                      -------------         -------------
        General partners and other limited partners
           Capital contributions, net of distributions (includes receivable of
             $196,574 as of December 31, 1995)                                              284,686               284,586
           Cumulative loss                                                                 (248,646)             (237,674)
                                                                                     --------------        -------------- 

                                                                                             36,040                 46,912
                                                                                   ----------------       ----------------

                                                                                         12,698,855            14,004,676
                                                                                      -------------         -------------

                                                                                       $ 38,820,515          $ 39,490,846
                                                                                       ============          ============
     </TABLE>





<PAGE>
                                             AMERICAN TAX CREDIT TRUST,
                                       a Delaware statutory business trust
                                                       Series I
                                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                                        MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     years ended December 31, 1996, 1995 and 1994 are as follows:

     <TABLE>
     <CAPTION>
                                                                        1996                  1995                 1994
                                                                  ----------------      ----------------     ----------
      <S>                                                       <C>                    <C>                  <C>
      REVENUE

      Rental                                                       $   3,500,347          $ 2,442,752          $ 1,460,249
      Interest and other                                                 104,402              142,948               49,342
                                                                  --------------        -------------       --------------

      TOTAL REVENUE                                                    3,604,749            2,585,700            1,509,591
                                                                   -------------         ------------         ------------

      EXPENSES

      Administrative                                                     677,879              473,763              350,974
      Utilities                                                          427,767              286,883              233,438
      Operating, maintenance and other                                   800,537              449,429              327,974
      Taxes and insurance                                                499,944              364,767              267,719
      Interest (including amortization of $38,194, $20,194
        and $9,354)                                                      981,169              777,920              283,727
      Depreciation                                                     1,299,076              889,849              441,545
                                                                   -------------         ------------         ------------

       TOTAL EXPENSES                                                  4,686,372            3,242,611            1,905,377
                                                                   -------------          -----------          -----------

      NET LOSS                                                      $ (1,081,623)         $  (656,911)         $  (395,786)
                                                                    ============          ===========          =========== 

       NET LOSS ATTRIBUTABLE TO
         American Tax Credit Trust, Series I, which includes specially allocated
            items of expense to certain general partners of $60,294 for the year
            ended
            December 31, 1995                                       $ (1,070,651)         $  (590,457)         $  (391,691)
         General partners and other limited partners                     (10,972)             (66,454)              (4,095)
                                                                  --------------        -------------       -------------- 

                                                                    $ (1,081,623)         $  (656,911)         $  (395,786)
                                                                    =============         ===========          =========== 
     </TABLE>


<PAGE>




                                         AMERICAN TAX CREDIT TRUST,
                                    a Delaware statutory business trust
                                                 Series I
                                NOTES TO FINANCIAL STATEMENTS - (Continued)
                                       MARCH 30, 1997, 1996 AND 1995


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 of      payable as
                                            of March 30,      March 30,        December 31,          March 30,         of March  
       Name of Local Partnership                1996            1997              1996                  1997           30, 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, 1997, 1996 AND 1995


5. Investment in Local Partnerships (continued)

   Investment  and  capital  contribution  activity  with  respect to each Local
Partnership for the year ended March 30, 1996 is as follows:

   <TABLE>
   <CAPTION>

                                                                                              Cash
                                           Investment       Investments       Trust's    distributions   Investment in
                                            in Local       (adjustments)     equity in     received        Local          Capital
                                           Partnership       during the    income (loss)  during the      Partnership  contributions
                                           balance as        year ended     for the year  year ended   balance as of  payable as of
                                          of March 30,       March 30,         ended       March 30,      March 30,       March 30,
  Name of Local Partnership                      1995            1996      December 31,      1996           1996            1996
                                                                                1995
 -------------------------               ---------------  ---------------  -------------  ------------   ---------------   ---------
                                                                                
  <S>                                    <C>              <C>             <C>                <C>             <C>              <C>
  ACP Housing Associates, L.P.        $           --    $    751,337    $    (22,161)     $    --       $        729,176   $ 235,000

  Creative Choice Homes VII, Ltd.         2,382,812          --              (60,878)          --              2,321,934     454,650

  Edgewood Manor Associates, L.P.         1,817,078          --             (166,861)          --              1,650,217        --

  Ledge / McLaren Limited 
     Partnership                            345,485          (2,406)         (14,775)          --                328,304        --

  Penn Apartment Associates                 738,329          --              (95,890)          --                642,439        --

  SB-92 Limited Partnership                 786,657          --              (91,130)         (3,000)          692,527        --

  St. Christopher's Associates,
   L.P. V                                 1,970,335          --             (148,971)          --              1,821,364      76,800

  St. John Housing Associates, L.P.       3,487,363          --               37,670           --              3,525,033        --

  Starved Rock - LaSalle Manor 
     Limited Partnership                    --              634,327          (29,426)          --                604,901     306,433


   Vision Limited Dividend Housing
   Association Limited Partnership         1,639,904               --          1,965              --          1,641,869      900,000
                                      --------------   -----------------   ------------      -----------      ------------   -------
                                       $ 13,167,963     $ 1,383,258      $  (590,457)     $     (3,000)    $ 13,957,764   $1,972,883
                                          ============     ===========      ===========     ============    ============   =========

</TABLE>


<PAGE>




                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     Investment  and capital  contribution  activity  with respect to each Local
Partnership for the year ended March 30, 1995 is as follows:

     <TABLE>
     <CAPTION>
                                                                                                      Trust's equity
                                                Investment in           Capital                          in income     Investment in
                                                    Local            contributions        Capital        (loss) for       Local
                                                 Partnership          paid during      contributions    the year        Partnership
                                                balance as of       the year ended     payable as of     ended         balance as of
                                                  March 30,           March 30,          March 30,      December 31,      March 30,
       Name of Local Partnership                      1994                 1995              1995         1994             1995
       -------------------------               -----------------    --------------    -------------     ------------   ------------
       <S>                                     <C>                  <C>               <C>              <C>               <C>
       Creative Choice Homes VII, Ltd.         $          --          $ 1,246,187       $ 1,136,625    $          --    $ 2,382,812

       Edgewood Manor Associates, L.P.             1,293,839              658,993            --           (135,754)       1,817,078

       Ledge / McLaren Limited Partnership            --                  163,016           182,469         --              345,485

       Penn Apartment Associates                     751,438               82,047            --            (95,156)         738,329

       SB-92 Limited Partnership                     351,060              431,430            --              4,167          786,657

       St. Christopher's Associates, L.P. V           --                1,675,785           400,000       (105,450)       1,970,335

       St. John Housing Associates, L.P.           2,109,250              301,861         1,135,750        (59,498)       3,487,363

       Vision Limited Dividend Housing
        Association Limited Partnership                    --             739,904           900,000                --     1,639,904
                                                 -----------          -----------       -----------    ------------    ------------
                                                 $ 4,505,587          $ 5,299,223       $ 3,754,844    $  (391,691)    $ 13,167,963
                                                 ===========          ===========       ===========    ===========     ============

     </TABLE>


<PAGE>



                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     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>

     Property  information for each Local Partnership as of December 31, 1995 is
as follows:

     <TABLE>
     <CAPTION>

                                              Mortgage and
                                              construction                       Buildings and        Accumulated       Construction
      Name of Local Partnership              loans payable          Land          improvements       depreciation        in progress
      -------------------------              -------------       ----------       ------------       ------------        -----------
      <S>                                   <C>                <C>              <C>                <C>                 <C>
      ACP Housing Associates, L.P.          $   1,379,765      $     14,000      $   2,494,765      $      (26,258)    $        --
      Creative Choice Homes VII, Ltd.           2,082,424           500,000          4,091,851             (43,479)          --
      Edgewood Manor Associates, L.P.           1,862,950            53,850          3,610,951            (300,116)          --
      Ledge / McLaren Limited
         Partnership                              572,250           123,673            677,680              (9,031)          --
      Penn Apartment Associates                   963,000            13,357          1,783,188            (100,998)          --
      SB-92 Limited Partnership                 2,154,047            73,000          2,968,572            (219,660)          --
      St. Christopher's
         Associates, L.P. V                     2,180,000            31,829          3,783,012            (223,538)          --
      St. John Housing
         Associates, L.P.                       4,722,590            74,800          8,151,514            (404,234)          --
      Starved Rock - LaSalle Manor
         Limited Partnership                    2,540,378            202,845         2,377,764            (133,684)          --
      Vision Limited Dividend Housing
         Association Limited Partnership         3,573,527          118,000                 --                 --          4,480,748
                                            --------------     ------------       ------------        -------------      -----------
                                             $ 22,030,931       $ 1,205,354       $ 29,939,297        $ (1,460,998)      $ 4,480,748
                                             ============       ===========       ============        ============       ===========
     </TABLE>





<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


5.   Investment in Local Partnerships (continued)

     The summary of property activity during the year ended December 31, 1996 is
as follows:

     <TABLE>
     <CAPTION>



                                                                 Net change during the
                                           Balance as of               year ended               Balance as of
                                           December 31,               December 31,              December 31,
                                               1995                      1996                       1996
                                        ------------------        -------------------        -----------
      <S>                              <C>                       <C>                        <C>
      Land                                $    1,205,354            $        61,799            $    1,267,153
      Buildings and improvements              29,939,297                  6,929,817                36,869,114
      Construction in progress                 4,480,748                 (4,480,748)                     --
                                          --------------              -------------         ---------------
                                              35,625,399                  2,510,868                38,136,267

      Accumulated depreciation                (1,460,998)                (1,299,076)               (2,760,074)
                                          --------------              -------------             ------------- 
                                           $  34,164,401              $   1,211,792              $ 35,376,193
                                           =============              =============              ============
     </TABLE>

6.   Transactions with Manager and Affiliates

     For the years ended March 30,  1997,  1996 and 1995,  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>

                                                        1997                          1996                          1995
                                          ------------------------------------------------------------------------------
                                             Paid         Incurred         Paid         Incurred         Paid         Incurred
       <S>                              <C>            <C>            <C>            <C>            <C>            <C>
       Reimbursement of organization
        and offering costs, includes
        capitalized organization
        costs of $75,000 (see Note 2)   $     --       $     --       $     --       $     --          $ 403,682      $ 207,172

       Management fee (see Note 8)           75,000        194,348        100,000         195,490        121,153        175,645

       Operating advance to the Trust       --             --             --              --               7,002        --

       Acquisition fees (see Note 1)        --             --              63,236          63,236        --             --

     </TABLE>






<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


6.   Transactions with Manager and Affiliates (continued)

     For  the  years  ended  December  31,  1996,   1995  and  1994,  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>
                                                1996                             1995                             1994
                               ---------------------------------------------------------------------------------------
                                   Paid            Incurred         Paid            Incurred         Paid            Incurred
      <S>                      <C>             <C>              <C>             <C>              <C>             <C>
      Acquisition fees and
        non-accountable
        acquisition expense
        allowances             $      --       $       --       $      --       $       --        $ 1,036,061       $  239,311

      Property management
        fees                        13,920           13,920        13,920           13,920             10,585           11,600

      Insurance                      9,234           29,065        51,856           36,505             16,616           16,616

     </TABLE>

     The acquisition fees and  non-accountable  acquisition  expense  allowances
were capitalized by the Local Partnerships.

7.   Taxable Loss

     A reconciliation  of the financial  statement net loss of the Trust for the
     years  ended March 30,  1997,  1996 and 1995 to the tax return net loss for
     the years ended December 31, 1996, 1995 and 1994 is as follows:

     <TABLE>
     <CAPTION>
                                                                          1997               1996               1995
                                                                    ----------------   ----------------    ---------
      Financial statement net loss for the years ended March 30,
        1997, 1996 and 1995                                          $ (1,170,580)      $   (590,132)        $   (387,896)
      <S>                                                          <C>                 <C>                <C>
      Add (less) net transactions occurring between:
        January 1, 1994 and March 30, 1994                                 --                 --                  (68,539)
        January 1, 1995 and March 30, 1995                                 --                (13,144)              13,144
        January 1, 1996 and March 30, 1996                                (16,987)            16,987                 --
        January 1, 1997 and March 30, 1997                                 35,681                 --                  --
                                                                   --------------      -----------------  --------------

      Adjusted financial statement net loss for the years ended
        December 31, 1996, 1995 and 1994                               (1,151,886)          (586,289)            (443,291)

      Adjustment to management fee pursuant to Internal Revenue
        Code Section 267                                                   94,348            131,367                9,561

      Differences arising from equity in loss of investment in
        Local Partnerships                                               (204,896)           (61,564)             (26,921)

      Self-charged interest revenue recorded for tax purposes              --                 --                  344,880

      Other differences                                                     (1,212)              (168)              4,002
                                                                   ---------------     --------------     ---------------

      Tax return net loss for the years ended December 31, 1996,
        1995 and 1994                                                $ (1,263,646)       $  (516,654)        $   (111,769)
                                                                     ============        ===========         ============ 
     </TABLE>





<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995

7.   Taxable Loss (continued)

     The differences  between the equity in the investment in Local Partnerships
     for tax return and financial reporting purposes as of December 31, 1996 and
     1995 are as follows:

     <TABLE>
     <CAPTION>
                                                                         1996                  1995
                                                                    --------------        ---------
       <S>                                                        <C>                   <C>
       Investment in Local Partnerships - financial reporting         $12,662,815           $13,957,764
       Investment in Local Partnerships - tax                          11,301,599            10,388,479
                                                                     ------------          ------------

                                                                     $  1,361,216          $  3,569,285
                                                                     ============          ============
     </TABLE>

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 $194,348, $195,490 and $175,645 for the years ended March 30, 1997, 1996
     and 1995,  respectively.  Unpaid  Management Fees in the amount of $312,863
     and  $193,515 are  recorded as payable to manager in  accompanying  balance
     sheets as of March 30, 1997 and 1996, respectively.

     The  rents of the  Properties,  several  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.  The United States Department of Housing
     and Urban Development ("HUD") has issued notices which implement provisions
     to renew certain  project based Section 8 contracts  expiring  during HUD's
     fiscal year 1997,  where requested by an owner,  for an additional one year
     term  generally  at or  below  current  rent  levels,  subject  to  certain
     guidelines.  HUD has an additional program which, in general,  provides 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. Two Local Partnerships' Section 8 contracts, which cover
     certain rental units, are scheduled to expire in 1997, one of which expired
     during 1996 and was extended for one year.

     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 amount approximates fair value.






<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                          MARCH 30, 1997, 1996 AND 1995


9.    Fair Value of Financial Instruments (continued)

     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.

     Accounts Payable and Accrued Expenses and Payable to Manager

     The carrying  amounts  approximate  fair value due to the payment  terms in
connection with the obligations.


     The estimated fair values of the Trust's financial  instruments as of 
     March 30, 1997 and 1996 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:

                          Served in present
Name                      capacity since 1         Position held

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

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

Richard Paul Richman,  age 49, is the sole  Director and President of the 
Manager.  Mr.  Richman is the President and sole  stockholder  of Richman Group.
Mr. Richman is the Director,  President and principal  shareholder of WRC. 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 53, is the Executive Vice  President of the Manager.  Mr.
Smith is responsible  for all 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 36, is a Vice  President and  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 45, is a Vice  President of the Manager.  Mr.  
Richelson is  President of Wilder  Richman  Management  Corporation ("WRMC") 
with  responsibility  for all of WRMC's  operating  activities.  In addition,  
Mr.  Richelson is a Vice President of R.G.  Housing Advisors  Inc.  ("RGHA"),  
an affiliate of Richman  Group.  Mr.  Richelson's  responsibilities  in  
connection  with RGHA include  advisory services provided to a small business 
investment company.

Neal Ludeke, age 39, is a Vice President and the Treasurer of the Manager.  Mr.
Ludeke,  a Vice President and 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 Treasurer of RGHA. Mr. Ludeke's
responsibilities in connection  with RGHA 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, 1997,
the Manager did not pay any remuneration to any of its officers or director.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of May 21,  1997,  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, 1996 allocated to the Manager were $12,636 and $25,268, 
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, 1997.


<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 dated
                  March 30, 1994  September  7, 1993 filed  pursuant to Rule 424
                  (File No. 33-58032) (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
                  St. John Housing Associates, L.P. pursuant to
                  Title 17, Code of Federal Regulations
      </TABLE>

    (b) Reports on Form 8-K

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

    (c) Exhibits

    See (a)(3) above.

    (d) Financial Statement Schedules

    See (a)(2) above.


<PAGE>



                                   SIGNATURES


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


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

                       By: Richman American Credit Corp.,
                                                          The Manager

Dated:  June 27, 1997                                /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 27, 1997
       ------------------------                                                                        -------------
                                                 and Director of the Manager

       /s/ Neal Ludeke                           Vice President and Treasurer of
                                                 the Manager (Principal Financial                      June 27, 1997
                                                 and Accounting Officer of the Trust)


</TABLE>