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, 1997

                                                         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>



                                                           11
<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, 1997 
(Unaudited) and March 30, 1997(Unaudited)                                  3

Statements of Operations for the three and nine month periods ended 
December 30, 1997 (Unaudited)and December 30, 1996 (Unaudited)             4

Statements of Cash Flows for the nine months ended 
December 30, 1997 (Unaudited)and December 30, 1996 (Unaudited)             5

Notes to Financial Statements as of December 30, 1997 (Unaudited)          7


</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                          AMERICAN TAX CREDIT PROPERTIES L.P.
                                                     BALANCE SHEETS
                                                      (UNAUDITED)



                                                                                   December 30,          March 30,
                                                                        Notes            1997                 1997
                                                                        -----   ----------------------------------
<S>                                                                    <C>      <C>                  <C>

ASSETS

Cash and cash equivalents                                                         $     115,775      $      284,108
Investments in bonds available-for-sale                                   2           2,934,031           2,883,959
Investment in local partnerships                                          3           6,530,390           7,382,178
Interest receivable                                                                      56,531              61,716
                                                                                 --------------      ----------------

                                                                                    $ 9,636,727        $ 10,611,961
                                                                                    ===========        ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                          $      44,275      $        91,237
   Payable to general partner                                                                                 43,861
                                                                                ------------------- ----------------

                                                                                         44,275             135,098
                                                                                 --------------      --------------

Commitments and contingencies                                            2,3

Partners' equity (deficit)

   General partner                                                                     (272,062)           (262,065)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                     9,635,770          10,625,435
   Unrealized gain on investments in bonds available-for-sale, net        2             228,744             113,493
                                                                                  -------------      ---------------

                                                                                      9,592,452          10,476,863
                                                                                   ------------       -------------

                                                                                   $  9,636,727        $ 10,611,961
                                                                                   ============        ============

</TABLE>


                                           See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)



                                                          Three Months       Nine Months       Three Months       Nine Months
                                                         Ended December    Ended December     Ended December    Ended December
                                                              30,                30,               30,                30,
                                               Notes             1997              1997               1996              1996
                                               -----    --------------------------------------------------------------------
<S>                                          <C>        <C>               <C>                <C>               <C>

REVENUE

 Interest                                               $         62,289  $        185,355   $         65,924  $        195,616
 Other income from local partnerships                                                7,500              1,222             1,222
                                                        ------------------------------------ ----------------- ------------------

 TOTAL REVENUE                                                    62,289           192,855             67,146           196,838
                                                        ----------------  ----------------   ----------------  ----------------

EXPENSES

Administration fees                                             45,931            137,793            45,931            137,793
Management fee                                                  43,866            131,600            43,866            131,600
Professional fees                                               23,588             57,149            90,627            131,960
Printing, postage and other                                     12,520             25,437             7,363             17,604
                                                        ----------------- -----------------  ----------------- -----------------

TOTAL EXPENSES                                                  125,905           351,979           187,787            418,957
                                                        ----------------  ----------------   ---------------   ----------------

Loss from operations                                           (63,616)          (159,124)         (120,641)          (222,119)

Equity in loss of investment in local
   partnerships                                  3             (250,459)         (840,538)          (415,297)       (1,433,097)
                                                        ---------------   ---------------    ---------------   --------------- 

NET LOSS                                                $     (314,075)    $     (999,662)   $     (535,938)    $   (1,655,216)
                                                        ==============     ==============    ==============     ============== 

NET LOSS ATTRIBUTABLE TO

   General partner                                      $        (3,141) $         (9,997)  $         (5,359) $        (16,552)
   Limited partners                                            (310,934)         (989,665)          (530,579)       (1,638,664)
                                                        ---------------   ---------------    ---------------   --------------- 

                                                        $     (314,075)    $     (999,662)   $     (535,938)    $   (1,655,216)
                                                        ==============     ==============    ==============     ============== 

NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                                $        (7.53)    $       (23.97)   $       (12.85)    $      (39.69)
                                                        ================= ================   ================  ================= 

</TABLE>


                                           See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 1997 AND 1996
                                   (UNAUDITED)



                                                                                      1997                  1996
                                                                               ------------------    -----------
<S>                                                                            <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                              $      201,504        $      213,601
Other income from local partnerships                                                    7,500                 1,222
Cash paid for
   administration fees                                                               (145,534)             (145,534)
   management fee                                                                    (175,461)             (175,461)
   professional fees                                                                  (84,939)             (145,583)
   printing, postage and other expenses                                               (36,868)              (14,624)
                                                                               ---------------       --------------- 

Net cash used in operating activities                                                (233,798)             (266,379)
                                                                               --------------        -------------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                             11,250                18,750
Maturity/redemption and sale of bonds                                                 311,432               135,000
Investments in bonds, includes $1,301 of accrued interest paid at purchase
   of investment                                                                     (257,217)
                                                                               -------------- 

Net cash provided by investing activities                                                65,465             153,750
                                                                               ----------------      --------------

Net decrease in cash and cash equivalents                                            (168,333)             (112,629)

Cash and cash equivalents at beginning of period                                       284,108              397,120
                                                                               ---------------       --------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $      115,775        $      284,491
                                                                               ==============        ==============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net         $      115,251        $        (8,731)
                                                                               ==============        ================


------------------------------------------------------------------------------------------------------------------------------------
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, 1997 AND 1996
                                                       (UNAUDITED)



                                                                                       1997                  1996
                                                                               --------------------  ------------
<S>                                                                            <C>                   <C>

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                          $   (999,662)        $  (1,655,216)

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

   Equity in loss of investment in local partnerships                                  840,538             1,433,097
   Amortization of net premium on investments in bonds                                  21,432                24,223
   Accretion of zero coupon bonds                                                      (11,769)              (12,228)
   Decrease in interest receivable                                                       6,486                 5,990
   Decrease in payable to general partner                                              (43,861)              (43,861)
   Decrease in accounts payable and accrued expenses                                   (46,962)              (18,384)


NET CASH USED IN OPERATING ACTIVITIES                                             $   (233,798)         $   (266,379)
                                                                                  ============          ============ 



</TABLE>

                       See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 1997
                                   (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,  1997  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,  1997  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, 1997,  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 one year through five years       $     181,153     $       3,247      $         (116)    $     184,284
        After five years through ten years           927,305             38,978            -                  966,283
        After ten years                               101,369                 -              (2,743)           98,626
                                                -------------     ------------------ --------------    --------------

                                                   1,209,827             42,225              (2,859)        1,249,193
                                                ------------      -------------      --------------      ------------

      U.S. Treasury debt securities
        Within one year                              256,732             -                 (1,557)            255,175
        After one year through five years            516,856             86,573            -                  603,429
        After five years through ten years            512,215           105,528                  -            617,743
                                                -------------     -------------      ------------------ -------------

                                                   1,285,803            192,101              (1,557)        1,476,347
                                                ------------      -------------      --------------      ------------

      U.S. government and agency securities
        After ten years                               209,657                  -             (1,166)          208,491
                                                -------------     ---------------------------------     -------------

                                                 $ 2,705,287       $    234,326      $      (5,582)       $ 2,934,031
                                                 ===========       ============      =============        ===========
     </TABLE>

     In connection  with an agreement  between  Cobbet Hill  Associates  Limited
     Partnership (the "Cobbet Local Partnership") and its first mortgage lender,
     the Partnership is contingently  liable under a standby letter of credit in
     the amount of $242,529 which was issued on June 18, 1997 for the purpose of
     covering  future   operating   deficits,   if  any,  of  the  Cobbet  Local
     Partnership.   The  letter  of  credit  is  secured  by  the  Partnership's
     investment in a U.S.  Treasury  bond in the face amount of $257,000.  As of
     February 13, 1998, no amounts have been drawn under the terms of the letter
     of credit.



<PAGE>


<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1997
                                   (UNAUDITED)



3.   Investment in Local Partnerships

     The Partnership  acquired a limited partnership  interest in nineteen Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,510,290.  As  of  September  30,  1997,  the  Local  Partnerships  have
     outstanding mortgage loans payable totaling  approximately  $77,437,000 and
     accrued interest payable on such loans totaling  approximately  $4,092,000,
     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,  1997,  the  investment  in Local
Partnerships activity consists of the following:


       <S>                                                                            <C>
       Investment in Local Partnerships as of March 30, 1997                                 $  7,382,178

       Equity in loss of investment in Local Partnerships                                        (840,538) (A)

       Cash distributions received from Local Partnerships                                        (11,250)
                                                                                            ------------- 

       Investment in Local Partnerships as of December 30, 1997                              $  6,530,390
                                                                                             ============

      </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
          was  $1,730,634  for the  nine  months  ended  September  30,  1997 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,  1997  and  December  31,  1996 and the  combined  unaudited
     statements of operations of the Local  Partnerships  for the three and nine
     month  periods  ended  September 30, 1997 and 1996 are reflected on pages 9
     and 10, respectively.




<PAGE>


<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1997
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of September 30,
1997 and December 31, 1996 are as follows:

                                                                                    September 30,        December 31,
                                                                                          1997                 1996
                                                                                 ----------------------------------
      <S>                                                                        <C>                  <C>
      ASSETS

      Cash and other investments                                                   $    1,171,304      $    1,218,425
      Rental receivable                                                                   290,844             260,272
      Escrow deposits and reserves                                                      3,341,252           3,133,429
      Land                                                                              4,075,735           4,416,035
      Buildings and improvements (net of accumulated depreciation of
        $33,612,010 and $31,649,149)                                                   76,093,820          80,294,613
      Intangible assets (net of accumulated amortization of $699,230 and
        $836,753)                                                                       1,845,667           1,929,248
      Other                                                                               741,722             965,578
                                                                                  ---------------     ---------------

                                                                                     $ 87,560,344        $ 92,217,600
                                                                                     ============        ============

      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                       $   1,061,153       $   1,267,704
        Due to related parties                                                          5,014,034           5,291,779
        Mortgage loans                                                                 77,436,853          83,114,342
        Notes payable                                                                     994,013           1,009,368
        Accrued interest                                                                4,091,604           5,014,588
        Other                                                                             357,123           2,034,144
                                                                                  ---------------      --------------

                                                                                       88,954,780          97,731,925
                                                                                    -------------       -------------
      Partners' equity (deficit)

        American Tax Credit Properties L.P.
           Capital contributions, net of distributions                                 33,948,889          33,971,389
           Cumulative loss                                                            (27,415,999)        (26,575,461)
                                                                                     ------------        ------------ 

                                                                                        6,532,890           7,395,928
                                                                                   --------------      --------------
        General partners and other limited partners, including ATCP II
           Capital contributions, net of distributions                                    677,937             361,046
           Cumulative loss                                                             (8,605,263)        (13,271,299)
                                                                                    -------------        ------------ 

                                                                                       (7,927,326)        (12,910,253)

                                                                                       (1,394,436)         (5,514,325)

                                                                                     $ 87,560,344        $ 92,217,600
                                                                                     ============        ============
     </TABLE>


<PAGE>


--------------------------------------------------------------------------------
<TABLE>
------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1997
                                   (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,  1997 and 1996 are as
     follows:
                                                     Three Months     Nine Months Ended     Three Months     Nine Months Ended
                                                    Ended September     September 30,      Ended September     September 30,
                                                          30,                                    30,
                                                            1997              1997                 1996              1996
                                                   ----------------------------------------------------------------------
      <S>                                          <C>                <C>                 <C>                <C>
      REVENUE

      Rental                                       $    3,889,391       $  11,932,233     $    4,061,202       $  11,921,773
      Interest and other                                   71,925             177,441             62,906             166,246
                                                   ----------------   ---------------     ----------------   ----------------

      TOTAL REVENUE                                     3,961,316          12,109,674          4,124,108          12,088,019
                                                   --------------       -------------     --------------      --------------

      EXPENSES

      Administrative                                      500,970           1,648,641            541,236           1,661,745
      Utilities                                           259,059           1,008,785            244,298             978,730
      Operating, maintenance and other                    801,068           2,302,917            858,101           2,468,628
      Taxes and insurance                                 446,978           1,456,488            671,077           1,686,163
      Interest (including amortization of
        $14,371, $58,950, $24,988 and $74,969)          1,620,428           5,297,272          1,944,095           5,839,863
      Depreciation                                        992,507           3,012,008            985,250           2,974,528
                                                   --------------      --------------     ---------------     --------------

      TOTAL EXPENSES                                    4,621,010          14,726,111          5,244,057          15,609,657
                                                    -------------       -------------     --------------       -------------

      NET LOSS FROM OPERATIONS BEFORE
        EXTRAORDINARY ITEM                               (659,694)         (2,616,437)        (1,119,949)         (3,521,638)

      EXTRAORDINARY ITEM

      Extraordinary gain on extinguishment of
        debt                                            6,441,935           6,441,935          
                                                    -------------       -------------

      NET INCOME (LOSS)                             $   5,782,241        $  3,825,498      $  (1,119,949)      $  (3,521,638)
                                                    =============        ============      =============       ============= 

      NET INCOME (LOSS) ATTRIBUTABLE TO

        American Tax Credit Properties L.P.         $    (250,459)       $   (840,538)    $     (415,297)      $  (1,433,097)
        General partners and other limited
           partners, including ATCP II, which 
           includes specially allocated items
           of income to certain general partners of 
           $6,761,326 for the three and nine 
           month periods ended September 30, 1997 
           and $397,649, $1,730,634, $684,788 and 
           $2,025,199 of American Tax Credit  
           Properties  L.P. loss in
           excess of investment                         6,032,700           4,666,036           (704,652)        (2,088,541)
                                                   --------------       -------------     --------------     -------------- 
                                                    $   5,782,241     $  3,825,498         $  (1,119,949)      $  (3,521,638)
                                                    =============     ============ ====    =============       ============= 
     </TABLE>

     The combined results of operations of the Local  Partnerships for the three
     and nine  month  periods  ended  September  30,  1997  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, 1997
                                   (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 damage to the complex was
     covered by property  insurance and the B & V Local  Partnership was covered
     by rental interruption insurance. It was the intention of the local general
     partner of the B & V Local Partnership to reconstruct the complex, and thus
     preserve the Low-income Tax Credits.  However,  delays in the rebuilding of
     the complex  occurred due to significant  disagreements  with the insurance
     company concerning selection of the contractor and the costs to rebuild the
     complex.   In  addition,   the  insurance   carrier  ceased  making  rental
     interruption  insurance  payments and  subsequently  the lender  declared a
     default.  While  conducting  repairs,  which included  completing 52 rental
     units which were placed in service,  the B & V Local Partnership was unable
     to make  required  mortgage  payments but undertook  significant  litigious
     efforts to effect a workout with the lender and cause the insurance company
     and  contractor to perform under their  obligations to rebuild the complex,
     which  included  reorganization  plans,  bankruptcy  proceedings,   binding
     arbitration and voluntary nonbinding  mediation.  Despite such efforts, the
     complex  lost 32 rental  units  pursuant  to a  quick-take  eminent  domain
     proceeding  in April 1996 and the  remainder of the complex was  ultimately
     lost in April 1997 when the Bankruptcy  Court ordered title transfer of the
     Property.   In  December  1996,  in  connection  with  the  bankruptcy  and
     foreclosure  proceedings  surrounding  the  B & V  Local  Partnership,  the
     Bankruptcy  Court  determined  the value of the Property owned by the B & V
     Local  Partnership  which resulted in the recognition of an impairment loss
     which was included in the combined  statement  of  operations  of the Local
     Partnerships   for  the  year  ended   December  31,   1996.   Because  the
     Partnership's investment balance in the B & V Local Partnership,  after the
     cumulative equity losses, became zero during the year ended March 30, 1995,
     the  net  effect  of the  disposition  of the  bankruptcy  has  been  fully
     allocated to the local general  partner of the B & V Local  Partnership  in
     the third fiscal quarter; therefore, the aforementioned impairment and loss
     of the  property  had no  effect  on the  financial  position,  results  of
     operations or cash flows of the  Partnership  as of and for the nine months
     ended  December  30,  1997.  The  Partnership  will not  utilize the future
     Low-income  Tax Credits  associated  with the B & V Local  Partnership  and
     limited  partners  will  incur a tax  credit  recapture  for a  portion  of
     previous  years'  Low-income Tax Credits  because the property was not held
     through the entire Compliance Period.

     As part of the overall plan and arrangement  with the local general partner
     of the B & V Local Partnership (see discussion above), the Partnership owns
     a 99% limited partnership 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,  which was acquired from principals
     of the local general partner of the B & V Local Partnership during the year
     ended March 30,  1995.  The  Partnership  acquired an interest in the B & V
     Phase  I  Local   Partnership  in  order  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
     was 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 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.
     Prior  to the  acquisition,  the B & V Phase I Local  Partnership  was also
     damaged by Hurricane  Andrew in August 1992.  Since May 1, 1996,  all 97 of
     the rental units were complete and occupied.  Pursuant to 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.  The lender 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 between
     the B & V Phase I Local  Partnership and the lender,  the Circuit Court for
     Dade County 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 B & V Phase I
     Local  Partnership  has complied with this order and all payments  accruing
     since  December  1996 through  February  1998 have been made.  On April 18,
     1997, a motion for summary judgment in the lender's  foreclosure action was
     scheduled to be heard. However,



<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1997
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     on April 17, 1997, the B & V Phase I Local  Partnership  filed a Chapter 11
     Bankruptcy  Petition with the United States Bankruptcy  Court,  District of
     Connecticut,  Bridgeport  Division.  On April 25, 1997,  the lender filed a
     motion  seeking to change the venue for this case to the Southern  District
     of Florida.  Subsequently,  hearings were held in order for the  Bankruptcy
     Court to consider the lender's motion. In the course of these hearings, the
     lender  and  the B & V  Phase  I  Local  Partnership  reached  a  tentative
     agreement whereby the lender would withdraw its request to change venue and
     the B & V Phase I Local Partnership would agree to submit to the Bankruptcy
     Court a plan  providing  for,  among  other  things,  a schedule of buy-out
     prices to be paid to the  lender at future  designated  dates.  On July 14,
     1997,  the Bankruptcy  Court approved a stipulation  between the lender and
     the B & V  Phase I  Local  Partnership  which  incorporated  the  tentative
     agreement.  Under the terms of the stipulation,  the plan of reorganization
     is required  to be filed with the  Bankruptcy  Court  within 60 days of the
     date of the stipulation  unless  extended by the parties.  On September 10,
     1997, the B & V Phase I Local  Partnership  filed a plan of  reorganization
     with the Bankruptcy  Court,  and on October 28, 1997 the  Bankruptcy  Court
     issued an order  approving  the  Disclosure  Statement  filed in connection
     therewith  and setting a timetable  for  confirming  the plan.  The plan of
     reorganization   was   confirmed  on  or  about   December  9,  1997.   The
     Partnership's  investment  balance in the B & V Phase I Local  Partnership,
     after the cumulative equity losses, became zero during the year ended March
     30, 1996.

     Although  Cobbet Hill  Associates  Limited  Partnership  (the "Cobbet Local
     Partnership") is current on its mortgage obligation, certain needed repairs
     of the building  caused a technical  default under the first  mortgage.  In
     connection with the repairs,  the Cobbet Local Partnership  utilized a then
     existing  letter  of  credit  in the  amount  of  $242,529  which  had been
     established for the purpose of covering future operating deficits,  if any.
     The  Partnership  has purchased a U.S.  Treasury bond in the face amount of
     $257,000 to secure a  replacement  letter of credit.  The repairs have been
     completed and, upon  engineering  review and final payment to  contractors,
     property  management will notify the lender of such completion.  The Cobbet
     Local  Partnership  was  originally  financed  with a first  mortgage  with
     mandatory  monthly  payment terms with The  Massachusetts  Housing  Finance
     Agency  ("MHFA")  and a second  mortgage  with MHFA (the  "SHARP  Operating
     Loan") whereby proceeds would be advanced  monthly as an operating  subsidy
     (the "Operating Subsidy  Payments").  The terms of the SHARP Operating Loan
     called for  declining  Operating  Subsidy  Payments over its term (not more
     than 15 years).  However,  due to the economic  condition of the  Northeast
     region in the early  1990's,  MHFA  instituted  an  Operating  Deficit Loan
     program ("ODL") which supplemented the scheduled reduction in the Operating
     Subsidy Payments. Effective October 1, 1997 MHFA announced its intention to
     eliminate  the ODL  program  in  order  to save  MHFA  revenue,  such  that
     properties  will no longer be receiving the ODL and MHFA  anticipates  that
     some, if not all of the properties which previously qualified under the ODL
     program will be unable to make their required debt service  payments.  As a
     result, MHFA expects the properties to require workouts. MHFA has indicated
     that as part of such workouts,  the owner of a property may have to provide
     additional  equity. The affordable housing developers in Massachusetts have
     collectively obtained legal counsel to determine their rights in connection
     with MHFA's recent unilateral decisions. Notwithstanding the foregoing, the
     Cobbet  Local  Partnership  has  continued  to offset its monthly  mortgage
     payment by the originally scheduled ODL of approximately  $10,000 per month
     through  December  1997. The Cobbet Local  Partnership's  scheduled ODL for
     1998 was approximately $14,000 per month. Accordingly,  although the Cobbet
     Local  Partnership  has reported  near break even  operations  for the nine
     months ended  September  30, 1997,  the future  financial  viability of the
     Cobbet Local Partnership is highly uncertain given the recent actions taken
     by MHFA.

     Erie  Associates  Limited  Partnership  (the "Erie Local  Partnership")  is
     operating  pursuant  to an amended  and  restated  mortgage  (the  "Amended
     Mortgage")  dated  December  1, 1994.  The  original  financing  called for
     mandatory  debt  service of $7,647 per month,  while the  Amended  Mortgage
     requires monthly mandatory debt service of $5,883 through December 1, 1997,
     on which  date all  outstanding  amounts  were due and  payable.  The local
     general partners of the Erie Local  Partnership  report that the Erie Local
     Partnership  has not made all  required  payments  under  the  terms of the
     Amended  Mortgage,  that a default has been declared by the lender and that
     discussions are currently being held with the lender.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1997
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     Although  4611 South Drexel  Limited  Partnership  (the "South Drexel Local
     Partnership")  reported above break even operations  during the nine months
     ended  September 30, 1997, the South Drexel Local  Partnership was declared
     in default of its first mortgage  during  December 1997 for failure to make
     required  payments during the four months ended December 1997. Such monthly
     payments include principal and interest of approximately $7,500 plus escrow
     for real estate taxes and insurance. As a result, the Partnership commenced
     actions to remove the local  general  partner and the  affiliated  property
     management agent. In an effort to appease the lender,  the Partnership made
     a  payment  to  the  lender  during  January  1998,  thereby  reducing  the
     delinquency  to two months.  The local  general  partner has  informed  the
     Partnership  of its  intent to  cooperate  with the  Partnership's  removal
     actions.

4.   Additional Information

     Additional  information,  including  the audited  March 30, 1997  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, 1997 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, 1997,  Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1997.  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,  1997,   Registrant   received   cash  from   interest   earnings,
maturity/redemption  and sale of bonds and distributions from Local Partnerships
and  utilized  cash for  operating  expenses  and  investments  in bonds,  which
investment  serves  as  collateral  for a standby  letter  of  credit  posted in
connection with a Local  Partnership.  Cash and cash equivalents and investments
in  bonds  available-for-sale  decreased,  in the  aggregate,  by  approximately
$118,000 during the nine months ended December 30, 1997, which decrease includes
a net  unrealized  gain  recorded  on  investments  in  bonds  of  approximately
$115,000,   the   amortization  of  net  premium  on  investments  in  bonds  of
approximately  $21,000 and the  accretion of zero coupon bonds of  approximately
$12,000. During the nine months ended December 30, 1997, 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, 1997 of $840,538
and cash distributions received from Local Partnerships of $11,250.

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,  many of which receive rental subsidy
payments  pursuant  to  subsidy  agreements  ("HAP  Contracts")  are  subject to
specific laws,  regulations and agreements with federal and state agencies.  Two
Local  Partnerships,  whose HAP Contracts  expired during 1996 and were extended
for one year, have applied for treatment under the Restructuring  Program during
1997. 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, 1997,  revenue from  operations  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'  operating
information  reflects operating deficits that do not represent cash deficits due
to their mortgage and financing  structure and the required deferral of property
management  fees.  However,  as discussed  below,  certain  Local  Partnerships'
operating  information  indicates below break even operations  after taking into
account  their  mortgage and financing  structure  and any required  deferral of
property management fees.

Although  Cobbet  Hill  Associates   Limited   Partnership  (the  "Cobbet  Local
Partnership") is current on its mortgage  obligation,  certain needed repairs of
the building caused a technical default under the first mortgage.  In connection
with the repairs,  the Cobbet Local Partnership  utilized a then existing letter
of credit in the amount of $242,529 which had been  established  for the purpose
of covering future operating  deficits,  if any. Registrant has purchased a U.S.
Treasury bond in the face amount of $257,000 to secure a  replacement  letter of
credit.  The repairs have been completed and, upon engineering  review and final
payment  to  contractors,  property  management  will  notify the lender of such
completion.  The Cobbet Local  Partnership was originally  financed with a first
mortgage with mandatory  monthly  payment terms with The  Massachusetts  Housing
Finance Agency  ("MHFA") and a second  mortgage with MHFA (the "SHARP  Operating
Loan") whereby proceeds would be advanced  monthly as an operating  subsidy (the
"Operating Subsidy Payments").  The terms of the SHARP Operating Loan called for
declining  Operating  Subsidy  Payments  over its term (not more than 15 years).
However,  due to the  economic  condition of the  Northeast  region in the early
1990's,  MHFA  instituted  an  Operating  Deficit  Loan  program  ("ODL")  which
supplemented  the  scheduled   reduction  in  the  Operating  Subsidy  Payments.
Effective  October 1, 1997 MHFA  announced  its  intention to eliminate  the ODL
program in order to save MHFA revenue,  such that  properties  will no longer be
receiving the ODL and MHFA  anticipates  that some, if not all of the properties
which  previously  qualified  under the ODL program will be unable to make their
required  debt service  payments.  As a result,  MHFA expects the  properties to
require workouts. MHFA has indicated that as part of such workouts, the owner of
a  property  may have to  provide  additional  equity.  The  affordable  housing
developers  in  Massachusetts  have  collectively   obtained  legal  counsel  to
determine  their rights in connection with MHFA's recent  unilateral  decisions.
Notwithstanding  the foregoing,  the Cobbet Local  Partnership  has continued to
offset its


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.



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

monthly  mortgage  payment  by the  originally  scheduled  ODL of  approximately
$10,000  per  month  through  December  1997.  The  Cobbet  Local  Partnership's
scheduled  ODL for  1998  was  approximately  $14,000  per  month.  Accordingly,
although the Cobbet Local  Partnership  has reported near break even  operations
for the nine months ended September 30, 1997, the future financial  viability of
the Cobbet Local  Partnership is highly uncertain given the recent actions taken
by MHFA. Of Registrant's total annual Low-income Tax Credits, (prior to the loss
of the B & V Local  Partnership)  approximately  8% is allocated from the Cobbet
Local Partnership.  The Property's historic tax credit was allocated in 1988 and
all of the  Low-income  Tax  Credits  have  been  allocated  since  1989 and are
scheduled to expire in 1999.

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
is  operating  pursuant  to an  amended  and  restated  mortgage  (the  "Amended
Mortgage")  dated December 1, 1994. The original  financing called for Mandatory
Debt Service of $7,647 per month,  while the Amended  Mortgage  requires monthly
Mandatory  Debt Service of $5,883  through  December 1, 1997,  on which date all
outstanding amounts were due and payable. The Local General Partners of the Erie
Local  Partnership  report  that the  Erie  Local  Partnership  has not made all
required  payments under the terms of the Amended  Mortgage,  that a default has
been declared by the lender and that  discussions  are currently being held with
the lender. Of Registrant's  total annual Low-income Tax Credits,  (prior to the
loss of the B & V Local Partnership) approximately 2% is allocated from the Erie
Local Partnership.

Although  4611  South  Drexel  Limited  Partnership  (the  "South  Drexel  Local
Partnership")  reported above break even operations during the nine months ended
September 30, 1997, the South Drexel Local  Partnership  was declared in default
of its first mortgage during December 1997 for failure to make required payments
during the four months  ended  December  1997.  Such  monthly  payments  include
principal and interest of approximately $7,500 plus escrow for real estate taxes
and insurance.  As a result,  Registrant  commenced  actions to remove the Local
General Partner and the affiliated  property  management  agent. In an effort to
appease the lender, Registrant made a payment to the lender during January 1998,
thereby  reducing the  delinquency to two months.  The Local General Partner has
informed  Registrant  of its  intent  to  cooperate  with  Registrant's  removal
actions.

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 damage to the complex was covered by property insurance
and the B & V Local Partnership was covered by rental interruption insurance. It
was the intention of the Local General Partner of the B & V Local Partnership to
reconstruct the complex, and thus preserve the Low-income Tax Credits.  However,
delays  in  the   rebuilding  of  the  complex   occurred  due  to   significant
disagreements with the insurance company concerning  selection of the contractor
and the costs to rebuild the complex. In addition,  the insurance carrier ceased
making  rental  interruption  insurance  payments  and  subsequently  the lender
declared a default.  While  conducting  repairs,  which  included  completing 52
rental  units  which were  placed in service,  the B & V Local  Partnership  was
unable to make required  mortgage payments but undertook  significant  litigious
efforts to effect a workout with the lender and cause the insurance  company and
contractor  to perform  under their  obligations  to rebuild the complex,  which
included reorganization plans,  bankruptcy proceedings,  binding arbitration and
voluntary nonbinding mediation. Despite such efforts, the complex lost 32 rental
units pursuant to a quick-take  eminent domain  proceeding in April 1996 and the
remainder of the complex was  ultimately  lost in April 1997 when the Bankruptcy
Court ordered title transfer of the Property. Registrant's investment balance in
the B & V Local  Partnership,  after the cumulative  equity losses,  became zero
during  the year  ended  March  30,  1995.  As a result  of the  eminent  domain
proceeding  by the  City  of  Homestead,  Registrant  incurred  a  recapture  of
Low-income Tax Credits taken through  December 1995 of approximately $5 per Unit
and will forego future Low-income Tax Credits  associated with such rental units
of  approximately  $5 per Unit for the period  January 1996 through  1998.  As a
result of the lender's foreclosure of the 158 rental units, Registrant estimates
a  recapture  of  Low-income   Tax  Credits  taken  through   December  1996  of
approximately  $35 per Unit for Unit holders of record as of April 1997 and will
forego future  Low-income  Tax Credits  associated  with the 158 rental units of
approximately $10 per Unit for the period January 1997 through 1998.




<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.



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

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V  Local  Partnership  (see  discussion  above),  Registrant  owns a 99%
limited  partnership  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,  which was acquired from principals of the Local
General Partner of the B & V Local  Partnership  during the year ended March 30,
1995.  Registrant acquired an interest in the B & V Phase I Local Partnership in
order 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  was 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  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. Prior to
the  acquisition,  the B & V Phase I  Local  Partnership  was  also  damaged  by
Hurricane  Andrew in August 1992.  Since May 1, 1996, all 97 of the rental units
were complete and occupied.  Pursuant to 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.  The lender  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  between the B & V Phase I Local  Partnership and
the lender,  the Circuit Court for Dade County 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 B & V Phase I Local Partnership has complied with this order and all
payments  accruing since December 1996 through  February 1998 have been made. On
April 18, 1997, a motion for summary judgment in the lender's foreclosure action
was scheduled to be heard.  However,  on April 17, 1997, the B & V Phase I Local
Partnership  filed a Chapter  11  Bankruptcy  Petition  with the  United  States
Bankruptcy Court,  District of Connecticut,  Bridgeport  Division.  On April 25,
1997, the lender filed a motion seeking to change the venue for this case to the
Southern District of Florida. Subsequently,  hearings were held in order for the
Bankruptcy  Court to  consider  the  lender's  motion.  In the  course  of these
hearings, the lender and the B & V Phase I Local Partnership reached a tentative
agreement  whereby the lender would withdraw its request to change venue and the
B & V Phase I Local  Partnership would agree to submit to the Bankruptcy Court a
plan providing for, among other things,  a schedule of buy-out prices to be paid
to the lender at future designated dates. On July 14, 1997, the Bankruptcy Court
approved  a  stipulation  between  the  lender  and  the  B & V  Phase  I  Local
Partnership which incorporated the tentative  agreement.  Under the terms of the
stipulation,  the  plan of  reorganization  is  required  to be  filed  with the
Bankruptcy  Court within 60 days of the date of the stipulation  unless extended
by the parties. On September 10, 1997, the B & V Phase I Local Partnership filed
a plan of  reorganization  with the Bankruptcy Court and on October 28, 1997 the
Bankruptcy  Court issued an order  approving the Disclosure  Statement  filed in
connection  therewith and setting a timetable for  confirming the plan. The plan
of reorganization was confirmed on or about December 9, 1997. Unless alternative
sources of financing can be secured,  no assurances  can be made  concerning any
recapture of Low-income  Tax Credits or  interruption  in Low-income Tax Credits
allocated  from the B & V Phase I Local  Partnership  during 1998.  Registrant's
investment balance in the B & V Phase I Local Partnership,  after the cumulative
equity losses, became zero during the year ended March 30, 1996. Of Registrant's
total  annual  Low-income  Tax  Credits  (prior  to the  loss of the B & V Local
Partnership)  approximately  1% is  allocated  from  the  B & V  Phase  I  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  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 reported  equity in loss of  investment in Local
Partnerships is expected to decrease as Registrant's



<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.



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

investment  balances in the  respective  Local  Partnerships  become  zero.  The
combined statements of operations of the Local Partnerships  reflected in Note 3
to Registrant's  financial statements include the operating results of all Local
Partnerships, irrespective of Registrant's investment balances.

Cumulative  losses  and cash  distributions  in  excess of  investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. 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 Local Partnerships  currently
operating below economic break even levels.

Three Months Ended December 30, 1997

For the three months  ended  December  30,  1997,  Registrant  had a net loss of
approximately $314,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $250,000 for the three months ended September 30,
1997.  Registrant's loss from operations for the three months ended December 30,
1997  of   approximately   $64,000  was  attributable  to  interest  revenue  of
approximately $62,000, exceeded by operating expenses of approximately $126,000.
Nonrecognition  of losses in excess of Registrant's  investment in certain Local
Partnerships during the period was approximately $398,000.

The Local  Partnerships' net loss from operations before  extraordinary  item of
approximately  $660,000  for the  three  months  ended  September  30,  1997 was
attributable to rental and other revenue of approximately  $3,961,000,  exceeded
by  operating  and  interest  expenses  (including  Non-Mandatory  Interest)  of
approximately  $3,614,000  and  approximately  $1,007,000  of  depreciation  and
amortization expenses.

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.  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. Nonrecognition
of losses in excess of  Registrant's  investment in certain  Local  Partnerships
during the period was approximately $685,000.

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.

Nine Months Ended December 30, 1997

For the nine  months  ended  December  30,  1997,  Registrant  had a net loss of
approximately  $1,000,000,  which  included an equity in loss of  investment  in
Local Partnerships of approximately $841,000 for the nine months ended September
30, 1997.  Registrant's  loss from operations for the nine months ended December
30, 1997 of  approximately  $159,000  was  attributable  to interest  revenue of
approximately $185,000 and other income from Local Partnerships of approximately
$8,000, exceeded by operating expenses of approximately $352,000. Nonrecognition
of losses in excess of  Registrant's  investment in certain  Local  Partnerships
during the period was approximately $1,731,000.

The Local  Partnerships' net loss from operations before  extraordinary  item of
approximately  $2,616,000  for the nine  months  ended  September  30,  1997 was
attributable to rental and other revenue of approximately $12,110,000,  exceeded
by  operating  and  interest  expenses  (including  Non-Mandatory  Interest)  of
approximately  $11,655,000  and  approximately  $3,071,000 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)

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.  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.
Nonrecognition  of losses in excess of Registrant's  investment in certain Local
Partnerships during the period was approximately $2,025,000.

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.

Three and Nine Month Periods Ended December 30, 1997 v.
Three and Nine Month Periods Ended December 30, 1996

Registrant's operations for the three months ended December 30, 1997 resulted in
a net loss of approximately  $314,000 as compared to a net loss of approximately
$536,000 for the three months ended  December 30, 1996. The decrease in net loss
is primarily  attributable  to a decrease in the equity in loss of investment in
Local Partnerships of approximately $165,000, which is primarily the result of a
decrease  in the net  operating  losses of  certain  Local  Partnerships,  and a
decrease in Registrant's  professional  fees of  approximately  $67,000 due to a
decline in legal expenses  incurred in connection with the B & V and B & V Phase
I Local Partnerships.

Registrant's  operations for the nine months ended December 30, 1997 resulted in
a  net  loss  of  approximately   $1,000,000  as  compared  to  a  net  loss  of
approximately  $1,655,000  for the nine months  ended  December  30,  1996.  The
decrease in net loss is  primarily  attributable  to a decrease in the equity in
loss of investment in Local  Partnerships of  approximately  $593,000,  which is
primarily the result of a decrease in the net operating  losses of certain Local
Partnerships,  and a decrease in Registrant's professional fees of approximately
$75,000 due to a decline in legal expenses incurred in connection with the B & V
and B & V Phase I Local Partnerships.



<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

         B & V Phase I, Ltd. (the "B & V Phase I Local Partnership") was damaged
         by Hurricane  Andrew in August 1992.  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.  The lender
         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
         Circuit Court for Dade County 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 B & V Phase I Local Partnership has complied with this
         order and all payments  accruing  during the period from  December 1996
         through  February  1998 have been made. On April 18, 1997, a motion for
         summary judgment in the lender's foreclosure action was scheduled to be
         heard.  However, on April 17, 1997, the B & V Phase I Local Partnership
         filed  a  Chapter  11  Bankruptcy   Petition  with  the  United  States
         Bankruptcy Court,  District of Connecticut,  Bridgeport Division. As of
         April 25, 1997,  the lender filed a motion  seeking to change the venue
         for  this  case to the  Southern  District  of  Florida.  Subsequently,
         hearings  were held in order for the  Bankruptcy  Court to consider the
         lender's motion. In the course of these hearings,  the lender and the B
         & V Phase I Local Partnership reached a tentative agreement whereby the
         lender would withdraw its request to change venue and the B & V Phase I
         Local  Partnership would agree to submit to the Bankruptcy Court a plan
         providing for,  among other things,  a schedule of buy out prices to be
         paid to the lender at future  designated  dates.  On July 14, 1997, the
         Bankruptcy Court approved a stipulation  between the lender and the B &
         V Phase I Local Partnership which incorporated the tentative agreement.
         Under  the  terms of the  stipulation,  the plan of  reorganization  is
         required to be filed with the  Bankruptcy  Court  within 60 days of the
         date of the stipulation  unless  extended by the parties.  On September
         10,  1997,  the B & V  Phase  I  Local  Partnership  filed  a  plan  of
         reorganization  with the  Bankruptcy  Court and on October 28, 1997 the
         Bankruptcy  Court issued an order  approving the  Disclosure  Statement
         filed in connection  therewith  and setting a timetable for  confirming
         the plan. The plan of reorganization  was approved on or about December
         9, 1997.

         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.

         Registrant is not aware of any other material legal proceedings.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None;  see Items 1 and 5 regarding  mortgage  defaults of certain Local
Partnerships.

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

         None



<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

                     Part II - OTHER INFORMATION (Continued)


Item 5.  Other Information

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners  of Erie  Associates  Limited  Partnership  (the  "Erie  Local
         Partnership")  report that the Erie Local  Partnership has not made all
         required payments under the terms of its amended and restated mortgage,
         that a default has been declared by the lender and that discussions are
         currently being held with the lender.

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners of Cobbet 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
         remediation has been completed and, upon  engineering  review and final
         payment to contractors,  property  management will notify the lender of
         such completion.

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partner of 4611 South Drexel  Limited  Partnership  (the "South  Drexel
         Local  Partnership")  reported that the South Drexel Local  Partnership
         was declared in default of its first mortgage  during December 1997 for
         failure to make required payments during the four months ended December
         1997.  Such  monthly  payments   include   principal  and  interest  of
         approximately  $7,500 plus escrow for real estate taxes and  insurance.
         As a result,  Registrant  commenced actions to remove the local general
         partner and the affiliated  property  management agent. In an effort to
         appease  the  lender,  Registrant  made a payment to the lender  during
         January 1998, thereby reducing the delinquency to two months. The local
         general partner has informed Registrant of its intent to cooperate with
         Registrant's removal actions.


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


Dated: February 13, 1998                           /s/  Richard Paul Richman
       -----------------                           -------------------------
                              Richard Paul Richman
                                        President, Chief Executive Officer and
                                        Director of the general partner of the
                                 General Partner


Dated: February 13, 1998               /s/  Neal Ludeke
       -----------------               ----------------
                        Neal Ludeke
                             Vice President and Treasurer                      
                             of the General Partner
                            (Principal Financial and Accounting
                             Officer of Registrant)