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


                                                       FORM 10-Q

(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
 ---     EXCHANGE ACT OF 1934                                            

For the quarterly period ended December 30, 1996

                                                           OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
 ---     EXCHANGE ACT OF 1934                                              

For the transition period from                   to ________
                               -----------------            

                                            Commission file number: 0-17619


                                    American Tax Credit Properties L.P.
                        (Exact name of Registrant as specified in its charter)

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

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

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

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 filing requirements
for the past 90 days.


Yes X No ___.




<PAGE>
<TABLE>
<CAPTION>









                                          AMERICAN TAX CREDIT PROPERTIES L.P.

                                             PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

                                    Table of Contents                                 Page
<S>                                                                                   <C>
Balance Sheets as of December 30, 1996 (Unaudited) and March 30, 1996                       3
(Unaudited)

Statements of Operations for the three and nine month periods ended December 30,
   1996 (Unaudited) and December 30, 1995 (Unaudited) 4

Statements of Cash Flows for the nine months ended December 30, 1996 (Unaudited)
   and December 30, 1995 (Unaudited)                                                        5

Notes to Financial Statements as of December 30, 1996 (Unaudited)                           7

</TABLE>






<PAGE>
<TABLE>
<CAPTION>

                                          AMERICAN TAX CREDIT PROPERTIES L.P.
                                                     BALANCE SHEETS
                                          DECEMBER 30, 1996 AND MARCH 30, 1996
                                                      (UNAUDITED)



                                                                                   December 30,          March 30,
                                                                        Notes           1996                 1996
                                                                        -----   -------------------  --------------
<S>                                                                    <C>      <C>                  <C>
ASSETS

Cash and cash equivalents                                                        $      284,491      $      397,120
Investments in bonds available-for-sale                                   2           2,956,323           3,112,049
Investment in local partnerships                                          3           8,012,587           9,464,434
Interest receivable                                                                      60,590              66,580
                                                                                   -------------       ------------

                                                                                   $ 11,313,991        $ 13,040,183
                                                                                   ============        ============




LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities
   Accounts payable and accrued expenses                                        $        39,577      $       57,961
   Payable to general partner                                                                                43,861
                                                                                  -------------      ---------------

                                                                                         39,577             101,822
                                                                                  -------------      ---------------

Partners' equity (deficit)
   General partner                                                                     (254,775)           (238,223)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                    11,347,148          12,985,812
   Unrealized gain on investments in bonds available-for-sale, net        2             182,041             190,772
                                                                                  -------------      ---------------

                                                                                     11,274,414          12,938,361
                                                                                  -------------       -------------

                                                                                   $ 11,313,991        $ 13,040,183
                                                                                   ============        ============

</TABLE>









                                           See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
          THREE AND NINE MONTH PERIODS ENDED DECEMBER 30, 1996 AND 1995
                                   (UNAUDITED)



                                                          Three Months       Nine Months       Three Months       Nine Months
                                                         Ended December    Ended December     Ended December    Ended December
                                                            30, 1996          30,1996            30,1995            30,1995 
                                               Notes                                                   
                                               -----    -------------------------------------------------------------------
<S>                                          <C>        <C>               <C>                <C>               <C>
REVENUE

 Interest                                               $         65,924  $        195,616   $         68,025   $      205,763
 Other income from local partnerships                              1,222             1,222                               5,000
                                                        ----------------  ----------------   ----------------  ---------------

 TOTAL REVENUE                                                    67,146           196,838             68,025          210,763
                                                        ----------------  ----------------   ----------------  ---------------

EXPENSES

Administration fees                                               45,931            137,793            45,931          137,793
Management fee                                                    43,866            131,600            43,866          131,600
Professional fees                                                 90,627            131,960            40,165           65,050
Printing, postage and other                                        7,363             17,604             4,554           20,724
                                                        ----------------- -----------------  ----------------- -----------------

TOTAL EXPENSES                                                   187,787            418,957           134,516          355,167
                                                        ----------------   ----------------    ---------------   ----------------

Loss from operations                                            (120,641)          (222,119)          (66,491)        (144,404)

Equity in loss of investment in local
   partnerships                                  3              (415,297)        (1,433,097)         (325,482)      (1,387,700)
                                                        ----------------   ----------------    ---------------    -------------- 

NET LOSS                                                $       (535,938)    $   (1,655,216)   $     (391,973)     $(1,532,104)
                                                        ================     ===============   ===============     ============== 

NET LOSS ATTRIBUTABLE TO
   General partner                                      $         (5,359) $         (16,552)  $        (3,920) $       (15,321)
   Limited partners                                             (530,579)        (1,638,664)         (388,053)      (1,516,783)
                                                        -----------------     ---------------  ----------------     ------------- 

                                                        $       (535,938)    $   (1,655,216)   $     (391,973)     $(1,532,104)
                                                        ================= =================  =================    =============== 

NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                                $         (12.85)$           (39.69) $          (9.40)$         (36.74)
                                                        ================= =================  ================= ================ 



</TABLE>


                                           See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 1996 AND 1995
                                   (UNAUDITED)


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

Interest received                                                              $      214,823        $      227,067
Cash paid for
   administration fees                                                               (145,534)             (145,534)
   management fee                                                                    (175,461)             (175,461)
   professional fees                                                                 (145,583)              (70,361)
   printing, postage and other expenses                                               (14,624)              (16,412)
                                                                               ---------------       ---------------- 

Net cash used in operating activities                                                (266,379)             (180,701)
                                                                               --------------        --------------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                             18,750                64,500
Maturity/redemption of bonds                                                          135,000               134,000
                                                                               --------------        ---------------

Net cash provided by investing activities                                             153,750               198,500
                                                                               --------------        ---------------

Net increase (decrease) in cash and cash equivalents                                 (112,629)               17,799

Cash and cash equivalents at beginning of period                                      397,120               342,688
                                                                               --------------        ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $      284,491        $      360,487
                                                                               ==============        ==============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net         $       (8,731)      $       215,376
                                                                               ================      ===============


------------------------------------------------------------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating  activities on page
6.

</TABLE>










                                           See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                                        AMERICAN TAX CREDIT PROPERTIES L.P.
                                      STATEMENTS OF CASH FLOWS - (Continued)
                                   NINE MONTHS ENDED DECEMBER 30, 1996 AND 1995
                                                       (UNAUDITED)




                                                                                       1996                  1995
                                                                               --------------------  ------------

<S>                                                                            <C>                   <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                         $  (1,655,216)        $  (1,532,104)

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

   Equity in loss of investment in local partnerships                                1,433,097             1,387,700
   Gain on redemption of investments in bonds available-for-sale                                              (2,008)
   Amortization of net premium on investments in bonds                                  24,223                23,842
   Accretion of zero coupon bonds                                                      (12,228)              (12,227)
   Decrease in payable to general partner                                              (43,861)              (43,861)
   Decrease in accounts payable and accrued expenses                                   (18,384)               (8,740)
   Decrease in interest receivable                                                       5,990                 6,697
                                                                                 -------------        --------------

NET CASH USED IN OPERATING ACTIVITIES                                             $   (266,379)         $   (180,701)
                                                                                 =============        ============== 


</TABLE>




















                       See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 1996
                                   (UNAUDITED)


1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited  information.  In the opinion of the General Partner, the
     financial  statements  include all adjustments  necessary to present fairly
     the  financial  position  as of  December  30,  1996  and  the  results  of
     operations  and  cash  flows  for  the  interim  periods   presented.   All
     adjustments are of a normal recurring nature. The results of operations for
     the  three  and  nine  month  periods  ended  December  30,  1996  are  not
     necessarily  indicative  of the results that may be expected for the entire
     year.

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

2.   Investments in Bonds Available-For-Sale

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

                                                                   Gross unrealized        Gross
                                                    Amortized            gains           unrealized         Estimated
       Description and maturity                         cost                               losses          fair value
       <S>                                       <C>               <C>                <C>               <C>
       Corporate debt securities
         Within one year                         $      75,515    $           914     $         --      $      76,429
         After one year through five years             184,086              2,074               --            186,160
         After five years through ten years            987,661              8,737           (10,873)          985,525
         After ten years                               101,501                  --           (5,930)           95,571
                                                 --------------    ---------------    --------------     ------------

                                                     1,348,763             11,725           (16,803)        1,343,685
                                                 --------------    ---------------    --------------     ------------

       U.S. Treasury debt securities
         Within one year                                52,963                633              --              53,596
         After one year through five years             242,441             22,947              --             265,388
         After five years through ten years            936,303            175,063              --           1,111,366
                                                 ---------------   ---------------    --------------      ------------

                                                     1,231,707            198,643              --           1,430,350
                                                 --------------    ---------------    --------------     -------------

       U.S. government and agency securities
         After ten years                               193,812                  --          (11,524)          182,288
                                                 ---------------   ---------------    ---------------    --------------

                                                 $   2,774,282     $      210,368      $    (28,327)    $   2,956,323
                                                 ===============    ==============     ==============    =============
         </TABLE>





<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The  Partnership  owns  limited  partnership  interests  in nineteen  Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,510,290.  As  of  September  30,  1996,  the  Local  Partnerships  have
     outstanding mortgage loans payable totaling  approximately  $83,208,000 and
     accrued interest payable on such loans totaling  approximately  $4,857,000,
     which are secured by security  interests and liens common to mortgage loans
     on the Local Partnerships' real property and other assets.

     For the nine months  ended  December  30,  1996,  the  investment  in Local
     Partnerships activity consists of the following:


       <S>                                                          <C>                         <C>
       Investment in Local Partnerships as of March 30, 1996                                    $   9,464,434

       Equity in loss of investment in Local Partnerships for the
          nine months ended
               March 31, 1996                                              $   (467,398)
               June 30, 1996                                                   (550,402)
               September 30, 1996                                              (415,297)           (1,433,097) (A)
                                                                      ------------------                           

       Cash distributions received from Local Partnerships during
          the nine months ended December 30, 1996                                                     (18,750)
                                                                                                --------------- 

       Investment in Local Partnerships as of December 30, 1996                                 $   8,012,587
                                                                                                ===============
       </TABLE>


     (A)  Equity in loss of investment in Local  Partnerships  is limited to the
          Partnership's investment balance in each Local Partnership; any excess
          is applied to other partners'  capital in any such Local  Partnership.
          The amount of such excess losses  applied to other  partners'  capital
          for the three and nine month  periods  ended  September  30,  1996 was
          $684,788 and  $2,025,199,  respectively,  as reflected in the combined
          statements of operations of the Local  Partnerships  reflected  herein
          Note 3.

      The combined  unaudited  balance  sheets of the Local  Partnerships  as of
     September  30,  1996  and  December  31,  1995 and the  combined  unaudited
     statements of operations of the Local  Partnerships  for the three and nine
     month  periods  ended  September 30, 1996 and 1995 are reflected on pages 9
     and 10, respectively.







<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of September 30,
1996 and December 31, 1995 are as follows:

                                                                              September 30,            December 31,
                                                                                   1996                    1995
                                                                              -----------------    ----------------
      <S>                                                                     <C>                     <C>
      ASSETS
      Cash and other investments                                            $     1,399,949         $     1,304,492
      Rental receivable                                                             227,465                 165,626
      Escrow deposits and reserves                                                3,235,247               3,640,218
      Land                                                                        4,476,955               4,476,955
      Buildings and improvements (net of accumulated
        depreciation of $30,811,304 and $27,836,776)                             86,361,270              88,484,487
      Intangible assets (net of accumulated amortization of
        $811,931 and $736,962)                                                    1,954,733               2,029,039
      Other                                                                         696,573                 862,904
                                                                              -------------           -------------
                                                                              $  98,352,192           $ 100,963,721
                                                                              =============           =============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
      Liabilities
        Accounts payable and accrued expenses                                $    1,085,606         $     1,175,581
        Due to related parties                                                    5,285,131               5,144,533
        Mortgage loans                                                           83,207,780              83,354,276
        Notes payable                                                             1,017,151               1,017,151
        Accrued interest                                                          4,857,479               3,744,233
        Other                                                                     2,104,761               2,103,775
                                                                              -------------          --------------
                                                                                 97,557,908              96,539,549
                                                                              -------------          --------------
      Partners' equity (deficit) American Tax Credit Properties L.P.
           Capital contributions, net of distributions                           33,971,389              34,007,639
           Cumulative loss                                                      (25,958,802)            (24,525,705)
                                                                              -------------          -------------- 
                                                                                  8,012,587               9,481,934
                                                                              -------------          --------------
        General partners and other limited partners, including ATCP II
           Capital contributions, net of distributions                              290,230                 362,230
           Cumulative loss                                                       (7,508,533)             (5,419,992)
                                                                              -------------          -------------- 

                                                                                 (7,218,303)             (5,057,762)
                                                                              -------------          -------------- 

                                                                                    794,284               4,424,172
                                                                              -------------          --------------

                                                                              $  98,352,192           $ 100,963,721
                                                                              =============           =============
           </TABLE>





<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     three and nine  month  periods  ended  September  30,  1996 and 1995 are as
     follows:

                                                   Three Months          Nine Months         Three Months         Nine Months 
                                                Ended September 30,  Ended September 30, Ended September 30, Ended September 30,
                                                       1996                1996                 1995                1995
                                                                                                        
                                                   -------------------------------------------------------------------------
      <S>                                          <C>                <C>                 <C>                <C>
      REVENUE
      Rental                                        $   4,061,202       $  11,921,773      $   4,148,731       $  11,732,139
      Interest and other                                    62,906            166,246              88,411            208,749
                                                   ---------------    ---------------     ---------------    ---------------

      TOTAL REVENUE                                     4,124,108          12,088,019          4,237,142          11,940,888
                                                    -------------       -------------      -------------      --------------

      EXPENSES
      Administrative                                      541,236           1,661,745            571,781           1,673,643
      Utilities                                           244,298             978,730            257,933             919,300
      Operating, maintenance and other                    858,101           2,468,628            860,545           2,367,181
      Taxes and insurance                                 671,077           1,686,163            433,080           1,328,845
      Interest (including amortization of
        $24,988, $74,969, $107,116 and $155,172)        1,944,095           5,839,863          2,008,753           5,787,849
      Depreciation                                        985,250           2,974,528            973,839           2,921,143
                                                   --------------      --------------     --------------      --------------

      TOTAL EXPENSES                                    5,244,057          15,609,657          5,105,931          14,997,961
                                                    -------------       -------------      -------------      --------------

      NET LOSS                                      $  (1,119,949)      $  (3,521,638)     $    (868,789)      $  (3,057,073)
                                                    =============       =============      =============       ============= 

      NET LOSS ATTRIBUTABLE TO
        American Tax Credit Properties L.P.         $    (415,297)      $  (1,433,097)     $    (325,482)      $  (1,387,700)
        General partners and other limited
           partners, including ATCP II, which
           includes $684,788, $2,025,199,
           $503,008 and $1,605,659 of American
           Tax Credit Properties L.P. loss in
           excess of investment                          (704,652)         (2,088,541)          (543,307)         (1,669,373)
                                                   --------------      --------------     --------------      -------------- 

                                                    $  (1,119,949)      $  (3,521,638)     $    (868,789)      $  (3,057,073)
                                                    =============       =============      =============       ============= 
      </TABLE>


     The combined results of operations of the Local  Partnerships for the three
     and nine  month  periods  ended  September  30,  1996  are not  necessarily
     indicative  of the  results  that may be expected  for an entire  operating
     period.






<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The Partnership  acquired a 99% limited partnership interest in B & V, Ltd.
     (the "B & V Local  Partnership"),  a 190-unit complex located in Homestead,
     Florida in December, 1988. In August, 1992, much of Homestead,  Florida was
     devastated  by Hurricane  Andrew and the property  owned by the B & V Local
     Partnership  sustained substantial damage. The City of Homestead has taken,
     but has not acted  upon,  administrative  action  threatening  to  demolish
     approximately  100 rental units in the B & V complex unless  reconstruction
     immediately  commences.  If  demolished,  the rebuilding of all such rental
     units  would be subject to changes in zoning by the City of  Homestead  and
     the  results  of  litigation  remedies  being  pursued  by the B & V  Local
     Partnership,  discussed  below.  The  damage to the  complex  is covered by
     property  insurance.  The  Local  General  Partner  of  the  B  &  V  Local
     Partnership, on behalf of the B & V Local Partnership and at the insistence
     of the  insurance  company,  entered  into  a  contract  with a  particular
     contractor  to repair the damage.  After some delay the  insurance  company
     funded  insurance  proceeds to rebuild  the complex and repairs  commenced;
     however, on or about March 30, 1994, the contractor discontinued the repair
     work due to a dispute  concerning  costs and the  refusal of the  insurance
     company to advance  additional  funds.  The  insurance  carrier  has ceased
     making rental interruption insurance payments and the lender has declared a
     default. The Local General Partner of the B & V Local Partnership has taken
     the position that the insurance company has defaulted under its obligations
     to fully fund the  reconstruction  of the property and make required rental
     interruption insurance payments.  Accordingly,  the B & V Local Partnership
     is pursuing a lawsuit  against the  insurance  company in State court.  The
     Local General  Partner of the B & V Local  Partnership  had agreed with the
     lender and the  Partnership  to effect a plan of action.  The objectives of
     the plan were to seek the protection of the Bankruptcy Court, stop the City
     of  Homestead's   demolition  process,   complete   reconstruction  of  the
     buildings,  preserve the  Low-income  Tax Credits and avoid  foreclosure by
     working with the lender and allowing the B & V Local  Partnership to pursue
     litigation remedies against the insurance companies.  According to the plan
     of action, the B & V Local Partnership filed a petition of bankruptcy under
     Chapter 11 of the  Bankruptcy  Code on November  21, 1994.  The  Bankruptcy
     Court  decided to have the action  against the  contractor  and its bonding
     company  settled in binding  arbitration  rather than  through a bankruptcy
     proceeding.  Accordingly,  the B & V Local  Partnership  has  commenced  an
     action  directly  against  the  contractor  and  the  contractor's  bonding
     company.  Each of the parties (the B & V Local  Partnership,  the insurance
     company,  the contractor and the contractor's  bonding company) agreed to a
     voluntary nonbinding mediation process (the "Mediation").  In addition, the
     City of  Homestead  had filed an  action  in order to take  four  buildings
     comprising 32 rental units by eminent domain  proceeding.  Effective April,
     1996,  the City of  Homestead  was  awarded  such  buildings  pursuant to a
     quick-take  proceeding  and in  June,  1996,  the B & V  Local  Partnership
     accepted a  settlement  offer from the City of  Homestead  in the amount of
     $280,000  plus legal  costs.  Subject to lender  approval,  the B & V Local
     Partnership  intended to utilize such proceeds toward the rehabilitation of
     the remaining rental units. However, the lender has recently expressed that
     it is not in  favor  of  utilizing  the  proceeds  for  such  purposes.  In
     addition,  the lender has moved the  Bankruptcy  Court for relief  from the
     bankruptcy  stay. In response,  the Bankruptcy Court modified the automatic
     stay to allow the lender to commence a  foreclosure  action.  On August 27,
     1996 the lender filed its  Complaint to Foreclose  Mortgage and  Securities
     Interests  in  the  Circuit  Court  for  Dade  County,   Florida.   Shortly
     thereafter,  the  B &  V  Local  Partnership  filed  its  response  to  the
     Complaint.  In addition,  the lender has moved the  Bankruptcy  Court for a
     complete  dismissal of the  bankruptcy  proceeding.  The  Bankruptcy  Court
     denied  this motion  provided  that a plan of  reorganization  was filed on
     behalf of the B & V Local  Partnership  by September 17, 1996. On September
     17,  1996,  both the lender and the  Partnership  filed  proposed  plans of
     reorganization and accompanying  disclosure statements.  Subsequently,  the
     Bankruptcy Court determined the value of the property,  which determination
     rendered the plan of  reorganization  filed by the Partnership  infeasible.
     Therefore,  only the lender filed an amended disclosure  statement and plan
     of reorganization on January 24, 1997. The Bankruptcy Court has scheduled a
     hearing for February 20, 1997 to consider the  sufficiency  of the lender's
     amended  disclosure  statement.  The lender  has  recently  sought  further
     modification  of the  automatic  stay  issued  by the  Bankruptcy  Court to
     further  proceed with the pending  foreclosure  action in State court.  The
     Bankruptcy Court has not yet considered this requested  relief. As a result
     of these recent developments the Mediation has been postponed.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     Because a disaster of this scale is an unusual  event and the  magnitude of
     destruction  caused by  Hurricane  Andrew in  Southern  Florida has limited
     precedent,  it is not possible to determine at this time the final economic
     impact resulting from Hurricane Andrew on the B & V Local Partnership, even
     if reconstructed. The General Partner has taken the position that temporary
     vacancies do not result in either a loss or delay of Low-income Tax Credits
     while attempts to conduct repairs are being made and, except for the rental
     units taken through eminent domain, the Partnership may continue to utilize
     the Low-income Tax Credits without interruption. However, the Partnership's
     tax  professionals  have informed the Partnership  that,  based upon a 1995
     revenue  procedure,  the  Internal  Revenue  Service  could  challenge  the
     position taken by the Partnership concerning the uninterrupted  utilization
     of the Low-income  Tax Credits,  with respect to rental units not completed
     as of December 31, 1994. In addition, if any of the rental units were to be
     sold or not  reconstructed,  it  would  result  in a  reduction  of  future
     Low-income  Tax Credits and partial  recapture of previous  Low-income  Tax
     Credits with respect to those rental  units.  In addition,  the  management
     agent was notified on June 14, 1996 by the monitoring agent for the Florida
     Housing Finance Agency that, as a result of rental units not in service,  a
     portion of the property is considered to be in  non-compliance  which could
     also result in recapture or the inability to utilize future  Low-income Tax
     Credits.  As a result of the  quick-take of the 32 rental units by the City
     of Homestead,  the  Partnership  will incur a recapture of  Low-income  Tax
     Credits taken through  December,  1995 plus interest thereon  (representing
     approximately $5 per Unit) and will be unable to utilize future  Low-income
     Tax Credits associated with such apartments (representing  approximately $5
     per Unit) for the  period  January,  1996  through  1998.  Because of these
     recent  events,   including  those  associated  with  the  lender  and  the
     bankruptcy  proceeding,  it is  highly  questionable  that  the B & V Local
     Partnership will eventually be successful in  reconstructing  the remaining
     rental  units.  If it is not  successful,  the partners of the  Partnership
     could  suffer  additional  partial  recapture  of previous  Low-income  Tax
     Credits (representing approximately $25 per Unit) and a reduction of future
     Low-income  Tax  Credits  associated  with  the  B  & V  Local  Partnership
     (representing  approximately  $10 per Unit).  As of February 12,  1997,  52
     rental units are completed and occupied.  The  Low-income  Tax Credits with
     respect to the B & V Local Partnership are scheduled to expire in 1998. The
     Partnership's investment balance in the B & V Local Partnership,  after the
     allocation of cumulative equity losses, is zero as of December 30, 1996.

     As part of the overall plan and arrangement  with the Local General Partner
     of the B & V Local  Partnership  (see  discussion  above),  during the year
     ended March 30, 1995, the  Partnership  acquired a 98% limited  partnership
     equity  interest  in B & V  Phase  I,  Ltd.  (the  "B  & V  Phase  I  Local
     Partnership"),  which owns a 97-unit,  Section 8 assisted apartment complex
     located in Homestead, Florida, from principals of the Local General Partner
     of the B & V Local Partnership. The purpose of acquiring an interest in the
     B &  V  Phase  I  Local  Partnership  was  to  mitigate  potential  adverse
     consequences  of a loss of  Low-income  Tax  Credits  in the event that the
     rebuilding of the apartment complex owned by the B & V Local Partnership is
     not completed. Under the terms of the limited partnership agreement between
     the  Partnership and the B & V Phase I Local  Partnership,  the Partnership
     made its full capital  contribution of $140,000 (by utilizing  reserves) in
     October, 1994 with total Low-income Tax Credits expected to be allocated to
     the  Partnership  over  the  period  1994  through  1998  of  approximately
     $499,000.  In August,  1992, the B & V Phase I Local  Partnership  was also
     damaged by Hurricane Andrew.  Since May 1, 1996, all 97 of the rental units
     were complete and occupied.  Under an agreement with the lender,  the B & V
     Phase I Local  Partnership  was to commence paying debt service in January,
     1995 which was to coincide with the  completion of  construction.  However,
     due to  construction  delays,  the B & V Phase I Local  Partnership had not
     commenced  making such  payments.  As a result,  the lender has  declared a
     default  under the terms of the mortgage and on December 9, 1996 the lender
     commenced a foreclosure  action. On January 14, 1997, by agreement of the B
     & V Phase I Local  Partnership  and the lender,  the Court  issued an order
     directing the B & V Phase I Local  Partnership to make mortgage payments to
     the lender  accruing since  December,  1996 and to thereafter  make monthly
     mortgage payments to the lender. The partnerships investment balance in the
     B & V Phase I Local Partnership,  after the allocation of cumulative equity
     losses, is zero as of December 30, 1996.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1996
                                   (UNAUDITED)



4.   Additional Information

     Additional  information,  including  the audited  March 30, 1996  Financial
     Statements  and  the  Organization,  Purpose  and  Summary  of  Significant
     Accounting Policies, is included in the Partnership's Annual Report on Form
     10-K for the fiscal year ended  March 30, 1996 on file with the  Securities
     and Exchange Commission.







<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations
Material Changes in Financial Condition

As of December 30, 1996,  Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1996.  Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss from  operations  of the Local  Partnerships.  During the nine months ended
December  30,  1996,   Registrant  received  cash  from  interest  earnings  and
distributions from Local Partnerships and utilized cash for operating  expenses.
During the nine  months  ended  December  30,  1996,  Registrant  recorded a net
unrealized loss on bonds  available-for-sale of approximately $9,000,  resulting
in a net unrealized  gain of  approximately  $182,000  reflected in Registrant's
partners' equity (deficit) as of December 30, 1996. In addition, during the nine
months ended December 30, 1996,  Registrant recorded amortization of net premium
on investments in bonds of approximately  $24,000, which was partially offset by
accretion of zero coupon bonds of approximately $12,000. In addition, during the
nine months ended  December  30, 1996,  Registrant  received  $135,000  from the
maturity of investments in bonds held for working capital  purposes.  During the
nine months ended  December  30,  1996,  the  investment  in Local  Partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for  the  nine  months  ended   September  30,  1996  of  $1,433,097   and  cash
distributions received from Local Partnerships of $18,750.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the Properties,  virtually all 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.   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  are  scheduled  to expire in 1997
after being  extended for one year.  In addition,  the Local  Partnerships  have
various  financing  structures  which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws,  regulations  and agreements  with  appropriate
federal and state agencies  ("Non-Mandatory  Debt Service or Interest").  During
the nine months ended September 30, 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.  Most of
the Local  Partnerships are effectively  operating at or near break even 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,  certain Local Partnerships'  operating  information  indicates
below  break even  operations  after  taking into  account  their  mortgage  and
financing structure and the required deferral of property management fees.

The terms of the partnership  agreement of 4611 South Drexel Limited Partnership
(the "South Drexel Local Partnership")  require the Local General Partner of the
South Drexel Local  Partnership to cause the management  agent to defer property
management  fees in order to avoid a  default  under  the  mortgages.  The South
Drexel Local Partnership incurred an operating deficit of approximately  $21,000
for the nine months ended September 30, 1996 which includes property  management
fees of  approximately  $11,000.  Accordingly,  the net  operating  deficit  was
approximately  $10,000.  The Local  General  Partner of the South  Drexel  Local
Partnership has advances of approximately  $24,000 outstanding.  Of Registrant's
total annual Low-income Tax Credits,  approximately  1.12% is allocated from the
South Drexel Local Partnership.

The operating information of Dunbar Limited Partnership No. 2 reflects a deficit
of approximately  $50,000 for the nine months ended September 30, 1996 due to an
unanticipated  one-time  charge in connection with past years' real estate taxes
of approximately  $110,000. The results of operations for future periods are not
expected to be adversely affected as a result of such one-time charge.



<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

The terms of the partnership  agreement of Erie Associates  Limited  Partnership
(the "Erie Local  Partnership")  require the Local General  Partners of the Erie
Local  Partnership  to cause the management  agent to defer property  management
fees in order to avoid a default under the mortgage.  The Erie Local Partnership
incurred an operating deficit of approximately  $7,000 for the nine months ended
September 30, 1996 which  includes  property  management  fees of  approximately
$5,000.  Accordingly,  the net operating deficit was approximately  $2,000.  The
Erie Local  Partnership  is operating  pursuant to an amended and restated  note
(the "Amended  Note") dated December 1, 1994 which matures on December 31, 1997.
The original  financing  called for Mandatory  Debt Service of $7,647 per month,
while the Amended Note requires  monthly  Mandatory Debt Service of $5,883.  The
Local General Partners of the Erie Local Partnership  report that as of February
12, 1997, the Erie Local  Partnership is three months in arrears under the terms
of the Amended  Note,  that a default  has been  declared by the lender and that
discussions  are  currently  being  held  with  the  lender  in  an  attempt  to
restructure  the loan.  Of  Registrant's  total annual  Low-income  Tax Credits,
approximately 2.40% is allocated from the Erie Local Partnership.

Registrant acquired a 99% limited partnership  interest in B & V, Ltd. (the "B &
V Local  Partnership"),  a 190-unit  complex  located in  Homestead,  Florida in
December,  1988. In August,  1992, much of Homestead,  Florida was devastated by
Hurricane Andrew and the property owned by the B & V Local Partnership sustained
substantial  damage.  The City of Homestead  has taken,  but has not acted upon,
administrative action threatening to demolish  approximately 100 rental units in
the B & V complex unless reconstruction  immediately  commences.  If demolished,
the rebuilding of all such rental units would be subject to changes in zoning by
the City of Homestead  and the results of litigation  remedies  being pursued by
the B & V Local  Partnership,  discussed  below.  The  damage to the  complex is
covered by  property  insurance.  The Local  General  Partner of the B & V Local
Partnership,  on behalf of the B & V Local  Partnership and at the insistence of
the insurance company,  entered into a contract with a particular  contractor to
repair the  damage.  After some delay the  insurance  company  funded  insurance
proceeds to rebuild the complex  and  repairs  commenced;  however,  on or about
March 30, 1994,  the  contractor  discontinued  the repair work due to a dispute
concerning costs and the refusal of the insurance company to advance  additional
funds.  The insurance  carrier has ceased making rental  interruption  insurance
payments and the lender has declared a default. The Local General Partner of the
B & V Local  Partnership  has taken the position that the insurance  company has
defaulted under its obligations to fully fund the reconstruction of the property
and make required rental interruption insurance payments. Accordingly, the B & V
Local  Partnership is pursuing a lawsuit against the insurance  company in State
court. The Local General Partner of the B & V Local  Partnership had agreed with
the lender and Registrant to effect a plan of action. The objectives of the plan
were  to  seek  the  protection  of the  Bankruptcy  Court,  stop  the  City  of
Homestead's  demolition  process,  complete  reconstruction  of  the  buildings,
preserve the  Low-income  Tax Credits and avoid  foreclosure by working with the
lender and allowing the B & V Local  Partnership to pursue  litigation  remedies
against the  insurance  companies.  According  to the plan of action,  the B & V
Local  Partnership  filed a  petition  of  bankruptcy  under  Chapter  11 of the
Bankruptcy  Code on November 21, 1994. The Bankruptcy  Court decided to have the
action  against  the  contractor  and its  bonding  company  settled  in binding
arbitration rather than through a bankruptcy proceeding.  Accordingly, the B & V
Local  Partnership has commenced an action  directly  against the contractor and
the  contractor's  bonding  company.  Each  of  the  parties  (the  B & V  Local
Partnership,  the insurance company, the contractor and the contractor's bonding
company) agreed to a voluntary  nonbinding  mediation process (the "Mediation").
In  addition,  the City of  Homestead  had filed an action in order to take four
buildings  comprising 32 rental units by eminent  domain  proceeding.  Effective
April,  1996,  the City of Homestead  was awarded such  buildings  pursuant to a
quick-take  proceeding and in June, 1996, the B & V Local Partnership accepted a
settlement offer from the City of Homestead in the amount of $280,000 plus legal
costs.  Subject to lender  approval,  the B & V Local  Partnership  intended  to
utilize such proceeds toward the  rehabilitation  of the remaining rental units.
However,  the lender has recently expressed that it is not in favor of utilizing
the proceeds for such purposes. In addition, the lender has moved the Bankruptcy
Court for relief from the bankruptcy  stay. In response,  the  Bankruptcy  Court
modified  the  automatic  stay to allow the  lender to  commence  a  foreclosure
action. On August 27, 1996 the lender filed its Complaint to Foreclose  Mortgage
and Securities Interests in the Circuit Court for Dade County, Florida.  Shortly
thereafter,  the B & V Local Partnership filed its response to the Complaint. In
addition,  the lender has moved the Bankruptcy Court for a complete dismissal of
the bankruptcy proceeding. The Bankruptcy Court denied this motion

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

provided  that a plan of  reorganization  was filed on behalf of the B & V Local
Partnership  by September 17, 1996.  On September 17, 1996,  both the lender and
Registrant filed proposed plans of  reorganization  and accompanying  disclosure
statements.  Subsequently,  the  Bankruptcy  Court  determined  the value of the
property,  which  determination  rendered  the plan of  reorganization  filed by
Registrant  infeasible.  Therefore,  only the lender filed an amended disclosure
statement and plan of  reorganization  on January 24, 1997. The Bankruptcy Court
has scheduled a hearing for February 20, 1997 to consider the sufficiency of the
lender's amended  disclosure  statement.  The lender has recently sought further
modification  of the automatic  stay issued by the  Bankruptcy  Court to further
proceed with the pending foreclosure action in State court. The Bankruptcy Court
has not yet  considered  this  requested  relief.  As a result  of these  recent
developments the Mediation has been postponed.

Because a  disaster  of this  scale is an  unusual  event and the  magnitude  of
destruction   caused  by  Hurricane  Andrew  in  Southern  Florida  has  limited
precedent,  it is not  possible  to  determine  at this time the final  economic
impact resulting from Hurricane Andrew on the B & V Local  Partnership,  even if
reconstructed.  The  General  Partner  has taken  the  position  that  temporary
vacancies  do not  result in either a loss or delay of  Low-income  Tax  Credits
while  attempts  to conduct  repairs  are being made and,  except for the rental
units taken  through  eminent  domain,  Registrant  may  continue to utilize the
Low-income  Tax  Credits  without   interruption.   However,   Registrant's  tax
professionals  have  informed   Registrant  that,  based  upon  a  1995  revenue
procedure,  the Internal  Revenue  Service could challenge the position taken by
Registrant  concerning  the  uninterrupted  utilization  of the  Low-income  Tax
Credits,  with respect to rental units not completed as of December 31, 1994. In
addition,  if any of the rental units were to be sold or not  reconstructed,  it
would  result in a  reduction  of future  Low-income  Tax  Credits  and  partial
recapture of previous Low-income Tax Credits with respect to those rental units.
In  addition,  the  management  agent  was  notified  on  June  14,  1996 by the
monitoring  agent for the Florida  Housing  Finance  Agency that, as a result of
rental units not in service,  a portion of the property is  considered  to be in
non-compliance  which could also result in recapture or the inability to utilize
future  Low-income  Tax Credits.  As a result of the quick-take of the 32 rental
units by the City of Homestead,  Registrant will incur a recapture of Low-income
Tax Credits taken through  December,  1995 plus interest  thereon  (representing
approximately  $5 per Unit) and will be unable to utilize future  Low-income Tax
Credits associated with such apartments (representing approximately $5 per Unit)
for the period  January,  1996 through  1998.  Because of these  recent  events,
including those associated with the lender and the bankruptcy proceeding,  it is
highly  questionable  that  the  B & V  Local  Partnership  will  eventually  be
successful  in  reconstructing   the  remaining  rental  units.  If  it  is  not
successful, the partners of Registrant could suffer additional partial recapture
of previous Low-income Tax Credits (representing approximately $25 per Unit) and
a reduction of future  Low-income  Tax Credits  associated  with the B & V Local
Partnership (representing  approximately $10 per Unit). As of February 12, 1997,
52 rental units are completed and occupied.  Registrant's  investment balance in
the B & V Local  Partnership,  after the allocation of cumulative equity losses,
is zero as of December 30, 1996. Of  Registrant's  total annual  Low-income  Tax
Credits  (prior to the loss of  rental  units  taken  through  eminent  domain),
approximately 6.4% is allocated from the B & V Local Partnership. The Low-income
Tax Credits with respect to the B & V Local  Partnership are scheduled to expire
in 1998.

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V Local Partnership (see discussion above),  during the year ended March
30, 1995, Registrant acquired a 98% limited partnership equity interest in B & V
Phase I, Ltd.  (the "B & V Phase I Local  Partnership"),  which  owns a 97-unit,
Section 8  assisted  apartment  complex  located  in  Homestead,  Florida,  from
principals  of the Local  General  Partner of the B & V Local  Partnership.  The
purpose of acquiring an interest in the B & V Phase I Local  Partnership  was to
mitigate  potential adverse  consequences of a loss of Low-income Tax Credits in
the event that the rebuilding of the apartment  complex owned by the B & V Local
Partnership  is not  completed.  Under  the  terms  of the  limited  partnership
agreement between Registrant and the B & V Phase I Local Partnership, Registrant
made its full  capital  contribution  of $140,000  (by  utilizing  reserves)  in
October,  1994 with total  Low-income  Tax Credits  expected to be  allocated to
Registrant  over the period 1994  through  1998 of  approximately  $499,000.  In
August,  1992, the B & V Phase I Local Partnership was also damaged by Hurricane
Andrew.  Since  May 1,  1996,  all 97 of the  rental  units  were  complete  and
occupied.  Under  an  agreement  with  the  lender,  the  B & V  Phase  I  Local
Partnership  was to commence  paying debt service in January,  1995 which was to
coincide  with the  completion of  construction.  However,  due to  construction
delays,  the B & V Phase I Local  Partnership  had  not  commenced  making  such
payments. As a result, the

<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

lender has declared a default under the terms of the mortgage and on December 9,
1996 the lender  commenced  a  foreclosure  action.  On  January  14,  1997,  by
agreement  of the B & V Phase I Local  Partnership  and the  lender,  the  Court
issued an order  directing the B & V Phase I Local  Partnership to make mortgage
payments to the lender  accruing  since  December,  1996 and to thereafter  make
monthly mortgage payments to the lender.  Registrant's investment balance in the
B & V Phase I Local  Partnership,  after the  allocation  of  cumulative  equity
losses, is zero as of December 30, 1996. Of Registrant's total annual Low-income
Tax  Credits,  approximately  1.3%  is  allocated  from  the B & V Phase I Local
Partnership.

Although  Cobbet  Hill  Associates   Limited   Partnership  (the  "Cobbet  Local
Partnership")  is  current  on its  mortgage  obligation  and does  not  reflect
operating  deficits for the nine months  ended  September  30,  1996,  brick has
fallen off the parapet of the  building  which needs to be  repaired.  The first
mortgage  lender has declared a default  pending  restoration of the brick.  The
Cobbet  Local  Partnership's  property  management  has met with the  lender and
presented a plan of action which has been orally  accepted by the lender and the
lender is preparing the necessary  documentation for the parties to proceed. The
remediation  is expected to occur over  approximately  120 days and the property
will remain in technical default until the work is completed.

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 the equity method of
accounting,  the investment is carried at cost 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.

Cumulative  losses  and cash  distributions  in  excess of  investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. Accordingly,  cumulative losses and cash
distributions  in excess of the  investment  are not  necessarily  indicative of
adverse  operating  results of a Local  Partnership.  See discussion above under
Material Changes in Financial  Condition  regarding  certain Local  Partnerships
currently  operating below economic break even levels.  In the case of the B & V
Local  Partnership,  losses have been exacerbated due to consequences  resulting
from Hurricane Andrew.

Three Months Ended December 30, 1996

For the three months  ended  December  30,  1996,  Registrant  had a net loss of
approximately $536,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $415,000 for the three months ended September 30,
1996.  Nonrecognition of losses in excess of Registrant's  investment in certain
Local Partnerships  during the period was approximately  $685,000.  Registrant's
loss  from   operations  for  the  three  months  ended  December  30,  1996  of
approximately  $121,000 was  attributable to interest  revenue of  approximately
$66,000  and other  income  from Local  Partnerships  of  approximately  $1,000,
exceeded by operating expenses of approximately  $188,000.  Interest revenue for
future  periods is expected to decline as  investments  in bonds  mature and are
utilized for Registrant's operating expenses.

The  Local  Partnerships'  net loss of  approximately  $1,120,000  for the three
months ended September 30, 1996 was  attributable to rental and other revenue of
approximately $4,124,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,234,000 and approximately $1,010,000
of depreciation and amortization expenses.



<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

Three Months Ended December 30, 1995

For the three months  ended  December  30,  1995,  Registrant  had a net loss of
approximately $392,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $326,000 for the three months ended September 30,
1995.  Nonrecognition of losses in excess of Registrant's  investment in certain
Local Partnerships  during the period was approximately  $503,000.  Registrant's
loss  from   operations  for  the  three  months  ended  December  30,  1995  of
approximately  $66,000 was  attributable  to interest  revenue of  approximately
$68,000, exceeded by operating expenses of approximately $134,000.

The Local Partnerships' net loss of approximately  $869,000 for the three months
ended  September  30,  1995 was  attributable  to rental  and other  revenue  of
approximately $4,237,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,025,000 and approximately $1,081,000
of depreciation and amortization expenses.

Nine Months Ended December 30, 1996

For the nine  months  ended  December  30,  1996,  Registrant  had a net loss of
approximately  $1,655,000,  which  included an equity in loss of  investment  in
Local  Partnerships  of  approximately  $1,433,000  for the  nine  months  ended
September  30,  1996.   Nonrecognition  of  losses  in  excess  of  Registrant's
investment in certain  Local  Partnerships  during the period was  approximately
$2,025,000. Registrant's loss from operations for the nine months ended December
30, 1996 of  approximately  $222,000  was  attributable  to interest  revenue of
approximately $196,000 and other income from Local Partnerships of approximately
$1,000,  exceeded by  operating  expenses of  approximately  $419,000.  Interest
revenue for future periods is expected to decline as investments in bonds mature
and are utilized for Registrant's operating expenses.

The Local Partnerships' net loss of approximately $3,522,000 for the nine months
ended  September  30,  1996 was  attributable  to rental  and other  revenue  of
approximately   $12,088,000,   exceeded  by  operating  and  interest   expenses
(including   Non-Mandatory   Interest)   of   approximately    $12,561,000   and
approximately $3,049,000 of depreciation and amortization expenses.

Nine Months Ended December 30, 1995

For the nine  months  ended  December  30,  1995,  Registrant  had a net loss of
approximately  $1,532,000,  which  included an equity in loss of  investment  in
Local  Partnerships  of  approximately  $1,388,000  for the  nine  months  ended
September  30,  1995.   Nonrecognition  of  losses  in  excess  of  Registrant's
investment in certain  Local  Partnerships  during the period was  approximately
$1,606,000. Registrant's loss from operations for the nine months ended December
30, 1995 of  approximately  $144,000  was  attributable  to interest  revenue of
approximately  $206,000  and other  income  from Local  Partnerships  of $5,000,
exceeded by operating expenses of approximately $355,000.

The Local Partnerships' net loss of approximately $3,057,000 for the nine months
ended  September  30,  1995 was  attributable  to rental  and other  revenue  of
approximately   $11,941,000,   exceeded  by  operating  and  interest   expenses
(including   Non-Mandatory   Interest)   of   approximately    $11,922,000   and
approximately $3,076,000 of depreciation and amortization expenses.

Three and Nine Month Periods Ended December 30, 1996 v.
Three and Nine Month Periods Ended December 30, 1995

Registrant's operations for the three months ended December 30, 1996 resulted in
a net loss of approximately  $536,000 as compared to a net loss of approximately
$392,000 for the same period in 1995. The increase in net loss is primarily


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

attributable  to (i) an  increase in the equity in loss of  investment  in Local
Partnerships  of  approximately  $90,000,  which is  primarily  the  result of a
decrease in the operating  revenues and an increase in the operating expenses of
the Local Partnerships, partially offset by an increase in the nonrecognition of
losses in excess of  Registrant's  investment  in certain Local  Partnership  of
approximately  $182,000 in accordance  with the equity method of accounting  and
(ii) an increase in professional  fees which is primarily the result of expenses
incurred in connection  with the B & V Local  Partnership  and the B & V Phase I
Local Partnership (see discussion above). Although the Local Partnerships' total
operating  expenses have increased for the three months ended September 30, 1996
as compared to the 1995 period, it is not unusual for certain operating expenses
to fluctuate among quarterly periods while other operating expenses are expected
to be more stable.

Registrant's  operations for the nine months ended December 30, 1996 resulted in
a  net  loss  of  approximately   $1,655,000  as  compared  to  a  net  loss  of
approximately  $1,532,000  for the same period in 1995. The increase in net loss
is primarily attributable to (i) an increase in the equity in loss of investment
in Local Partnerships of approximately $45,000, which is primarily the result of
an increase in the operating  revenues  exceeded by an increase in the operating
expenses  of the Local  Partnerships,  partially  offset by an  increase  in the
nonrecognition  of losses in excess of Registrant's  investment in certain Local
Partnerships of  approximately  $420,000 in accordance with the equity method of
accounting  and (ii) an increase in  professional  fees which is  primarily  the
result of expenses  incurred in connection with the B & V Local  Partnership and
the B & V Phase I Local Partnership (see discussion  above).  Although the Local
Partnerships'  total operating expenses have increased for the nine months ended
September  30, 1996 as compared to the 1995 period,  they are  comparable to the
total operating expenses incurred during the year ended December 31, 1995.


<PAGE>




                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

         As discussed in Part I, Item 1 - Financial  Statements and Part I, Item
         2 -  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations  included  herein,  B & V, Ltd. (the "B & V Local
         Partnership")  sustained  considerable  damage in  August,  1992 due to
         Hurricane Andrew.  Although the B & V Local Partnership was insured for
         property damage and rental interruption,  the insurance company has not
         fully  performed  under  its  coverage  obligation.   Because  of  this
         circumstance  and  due  to  its  limited  resources,  the  B & V  Local
         Partnership  filed a voluntary  petition of bankruptcy under Chapter 11
         of the  Bankruptcy  Code on November  21, 1994 in order to have a court
         address matters  concerning the insurance  company,  the contractor and
         the contractor's  bonding company. The petition was filed in the United
         States Bankruptcy Court, Southern District of Florida, Miami. The B & V
         Local  Partnership  was  authorized to continue in the  management  and
         control of its business and property as debtor-in-possession  under the
         Bankruptcy  Code.  Because  the  construction   contract  provides  for
         disputes to be remedied  through  binding  arbitration,  the Bankruptcy
         Court decided to have the action against the contractor and its bonding
         company settled in binding arbitration rather than through a bankruptcy
         proceeding.  Accordingly,  the B & V Local Partnership has commenced an
         action  directly  against the contractor and the  contractor's  bonding
         company.

         In connection  with the  foregoing,  the B & V Local  Partnership  is a
         defendant in a lawsuit brought by the contractor  alleging  non-payment
         for  repairs of  approximately  $120,000.  The B & V Local  Partnership
         denies  that  any  amounts  are  due and has  counterclaimed  that  the
         contractor  breached its contract by rendering  inadequate services and
         causing the B & V Local  Partnership  to incur  substantial  expense to
         remedy  the  defects.  In  connection  with the  reconstruction  of the
         complex, the B & V Local Partnership has countersued the contractor and
         the  contractor's  bonding  company  for  damages  to  the B & V  Local
         Partnership's  property.  In addition,  the B & V Local Partnership has
         brought an action against its insurance  carrier for delays in settling
         its property damage claim. It is not possible at this time to determine
         the final economic impact resulting from Hurricane Andrew and the above
         stated legal proceedings on the B & V Local Partnership and Registrant.

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

         On December 16, 1993,  the Federal  Local  Partnership  filed a lawsuit
         against  Henry  Cisneros  (in his  capacity as  Secretary of the United
         States  Department  of Housing  and Urban  Development  ("HUD") and the
         Housing Authority of the City of Fort Lauderdale,  Florida ("FLHA") for
         violating the  Administrative  Procedure Act. The suit was filed in the
         United  States  District  Court,  Southern  District  of  Florida  (the
         "Court"). The suit alleges that the defendants used an incorrect figure
         for debt service in determining  the base rent component of the Federal
         Local   Partnership's   Housing  Assistance  Payments  Contract  rents,
         resulting in rents at a level insufficient to service the Federal Local
         Partnership's  co-insured first mortgage and, as a further result,  the
         amount of the  maximum  insurable  first  mortgage  was reduced and the
         local general  partner of the Federal Local  Partnership had to provide
         approximately $1,299,000 to the Federal Local Partnership.  The Federal
         Local  Partnership seeks payment of the difference in rents dating from
         1988 to the present and recovery of all legal fees.  The local  general
         partner of the  Federal  Local  Partnership  estimates  that the annual
         difference  in  rents  resulting  from  the   defendants'   methods  is
         approximately  $180,000.  The Court had previously ruled that HUD acted
         within its  authority  in denying  certain  change  orders  incurred in
         connection  with the  development  of the property owned by the Federal
         Local  Partnership,  but remanded  HUD to review the rent  computations
         used in determining the base rent component.  The Court has since ruled
         in favor of HUD and the local  general  partner  of the  Federal  Local
         Partnership  has notified the Court of its  intention to file an appeal
         in both rulings.  The Federal Local  Partnership is unable to determine
         at this time the final amounts that may be recoverable  from HUD and/or
         FLHA.





-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                     Part II - OTHER INFORMATION (continued)


Item 1.  Legal Proceedings (continued)

         The principal  shareholder  of the local general  partner of Grove Park
         Housing,  A  California  Limited  Partnership  (the  "Grove  Park Local
         Partnership")  recently pled guilty to criminal  charges of mail fraud,
         submitting  a false  statement  to HUD and  obstructing  a HUD audit in
         connection with alleged  misappropriation  of funds.  Registrant is not
         aware of any charges of alleged  misappropriation  related to the local
         general partner's management of the Grove Park Local Partnership.

         Registrant is not aware of any other material legal proceedings.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None;  see  Item  5  regarding   mortgage  defaults  of  certain  Local
Partnerships.

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

         None

Item 5.  Other Information

         As discussed in Part I, Item 1 - Financial  Statements and Part I, Item
         2 -  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations,  the mortgagee of the first mortgage  underlying
         the B & V Local Partnership has declared a default due to circumstances
         arising  from  the  considerable   damage  sustained  to  the  property
         resulting from Hurricane  Andrew in August,  1992. The General  Partner
         has taken the position that temporary vacancies do not result in either
         a loss or delay of  Low-income  Tax Credits  while  attempts to conduct
         repairs are being made and, based on circumstances to date,  Registrant
         may   continue  to  utilize   the   Low-income   Tax  Credits   without
         interruption.  However,  Registrant's tax  professionals  have informed
         Registrant  that,  based upon a 1995  revenue  procedure,  the Internal
         Revenue  Service  could  challenge  the  position  taken by  Registrant
         concerning the uninterrupted utilization of the Low-income Tax Credits,
         with  respect to units not  completed,  after  December  31,  1994.  Of
         Registrant's  total Low-income Tax Credits (prior to the loss of rental
         units taken through eminent  domain),  approximately  6.4% is allocated
         from  the B & V Local  Partnership.  A  disaster  of this  scale  is an
         unusual event. Because the magnitude of destruction caused by Hurricane
         Andrew in Southern Florida has limited  precedent it is not possible to
         determine  at this  time  the  final  economic  impact  resulting  from
         Hurricane Andrew on the B & V Local Partnership, even if reconstructed.


         As discussed in Part I, Item 1 - Financial  Statements and Part I, Item
         2 -  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations,  pursuant to an agreement with the lender, B & V
         Phase I, Ltd. (the "B & V Phase I Local  Partnership")  was to commence
         paying  debt  service in January,  1995 which was to coincide  with the
         completion of construction.  However, due to construction delays, the B
         & V Phase I Local  Partnership had not commenced  making such payments.
         As a result,  the lender has declared a default  under the terms of the
         mortgage and commenced a foreclosure action.


         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners of the Erie Associates  Limited  Partnership  (the "Erie Local
         Partnership")


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.

                     Part II - OTHER INFORMATION (continued)


Item 5.  Other Information (continued)

         report that as of February  12,  1997,  the Erie Local  Partnership  is
         three months in arrears under the terms of its mortgage, that a default
         has been  declared  by the lender and that  discussions  are  currently
         being held with the lender to restructure the loan.

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners of Cobbett Hill Associates  Limited  Partnership  (the "Cobbet
         Local Partnership")  report that the first mortgage lender has declared
         a default  pending  restoration of the building's  parapet.  The Cobbet
         Local  Partnership's  property  management  has met with the lender and
         presented  a plan of  action  which  has been  orally  accepted  by the
         lender. The property will remain in technical default until the work is
         completed.

Item 6.  Exhibits and Reports on Form 8-K

         None





<PAGE>
                                                        SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


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

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

                                       by: Richman Tax Credit Properties Inc.,
                                                 general partner


Date: February  13, 1997     /s/ Richard Paul Richman
      ------------------     ------------------------
                             Richard Paul Richman
                             President, Chief Executive Officer and
                             Director of the general partner of the
                             General Partner


Date: February  13, 1997     /s/ Neal Ludeke
      ------------------     ---------------
                             Neal Ludeke
                             Vice President and Treasurer of the general partner
                             of the General Partner
                             (Principal Financial and Accounting
                             Officer of Registrant)