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, 2010





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.
      EmployerIncorporation
      or Organization)
              
              Identification
      No.)





Richman
      Tax Credit Properties L.P.340
      Pemberwick RoadGreenwich, Connecticut
              
              06831(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  ̈





Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).





Yes   ̈   No
 ̈





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
Accelerated Filer   ̈  Accelerated
Filer  ̈
Non-Accelerated Filer  ̈  Smaller
Reporting Company  x





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





Yes  ̈  No x





As of
February 8, 2011, there are 41,286 units of limited partnership interest
outstanding.





AMERICAN
TAX CREDIT PROPERTIES L.P.





PART
I - FINANCIAL
INFORMATION





Table of ContentsPageItem
      1.
                                Financial
      Statements.Balance
      Sheets
                                3Statements
      of Operations
                                4Statements
      of Cash Flows
                                5Notes
      to Financial Statements
                                7Item
      2.
                                Management’s Discussion and Analysis of
      Financial Condition and Results of
    Operations.
                                10Item
      3.
                                Quantitative and Qualitative Disclosure
      About Market Risk.
                                13Item
      4.
                                Controls
      and Procedures.
                                13Item
      4T.
                                Internal
      Control Over Financial Reporting.
                                14


2


AMERICAN
TAX CREDIT PROPERTIES L.P.


BALANCE
SHEETS


(UNAUDITED)





December 30,
                
                
                March 30,2010
                
                
                2010ASSETSCash
      and cash equivalents
                
                $
                211,253
                
                
                $
                295,778Investment
      in mutual fund
                
                
                1,048,576
                
                
                
                1,555,638Investment
      in bond
                
                
                101,238Interest
      receivable
                
                
                2,341Due
      from local partnerships
                
                
                50,000Investment
      in local partnerships
                
                
                345,384
                
                
                
                270,769$
                1,758,792
                
                
                $
                2,122,185LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts
      payable and accrued expenses
                
                $
                50,938
                
                
                $
                73,923Payable
      to general partner and affiliates
                
                
                86,257
                
                
                
                369,406137,195
                
                
                
                443,329Commitments
      and contingenciesPartners'
      equity (deficit)General
      partner
                
                
                (349,613
                )
                
                
                (348,912
                )Limited
      partners (41,286 units of limited partnership interest
      outstanding)
                
                
                1,958,358
                
                
                
                2,027,768Accumulated
      other comprehensive income
                
                
                12,8521,621,597
                
                
                
                1,678,856$
                1,758,792
                
                
                $
                2,122,185





See Notes
to Financial Statements.


3


AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF OPERATIONS


THREE
AND NINE MONTH PERIODS ENDED DECEMBER 30, 2010 AND 2009


(UNAUDITED)





Three Months
                  Ended
                  December 30,
                  2010
              
              
              Nine Months
                  Ended
                  December 30,
                  2010
              
              
              Three Months
                  Ended
                  December 30,
                  2009
              
              
              Nine Months
                  Ended
                  December 30,
                  2009REVENUEInterest
              
              $
              6,569
              
              
              $
              18,113
              
              
              $
              893
              
              
              $
              1,878Other
      income from local partnerships
              
              
              50,000
              
              
              
              54,893
              
              
              
              7,181
              
              
              
              29,041TOTAL
      REVENUE
              
              
              56,569
              
              
              
              73,006
              
              
              
              8,074
              
              
              
              30,919EXPENSESAdministration
      fees
              
              
              45,930
              
              
              
              137,792
              
              
              
              45,930
              
              
              
              137,792Management
      fee
              
              
              43,865
              
              
              
              131,599
              
              
              
              43,865
              
              
              
              131,599Professional
      fees
              
              
              14,210
              
              
              
              42,580
              
              
              
              14,298
              
              
              
              59,707State
      of New Jersey filing fee
              
              
              (9,443
              )
              
              
              13,867
              
              
              
              12,556
              
              
              
              30,049Printing,
      postage and other
              
              
              8,288
              
              
              
              19,894
              
              
              
              3,458
              
              
              
              9,272TOTAL
      EXPENSES
              
              
              102,850
              
              
              
              345,732
              
              
              
              120,107
              
              
              
              368,419(46,281
              )
              
              
              (272,726
              )
              
              
              (112,033
              )
              
              
              (337,500
              )Equity
      in income of investment in local partnerships
              
              
              26,046
              
              
              
              74,615
              
              
              
              29,312
              
              
              
              25,099Loss
      prior to gain on sale of limited partner interests/local partnership
      properties
              
              
              (20,235
              )
              
              
              (198,111
              )
              
              
              (82,721
              )
              
              
              (312,401
              )Gain
      on sale of limited partner interests/local partnership
      properties
              
              
              128,000
              
              
              
              128,000
              
              
              
              217,800
              
              
              
              217,800NET
      INCOME (LOSS)
              
              
              107,765
              
              
              
              (70,111
              )
              
              
              135,079
              
              
              
              (94,601
              )Other
      comprehensive income, net
              
              
              185
              
              
              
              12,852COMPREHENSIVE
      INCOME (LOSS)
              
              $
              107,950
              
              
              $
              (57,259
              )
              
              $
              135,079
              
              
              $
              (94,601
              )NET
      INCOME (LOSS) ATTRIBUTABLE TOGeneral
      partner
              
              $
              1,078
              
              
              $
              (701
              )
              
              $
              1,351
              
              
              $
              (946
              )Limited
      partners
              
              
              106,687
              
              
              
              (69,410
              )
              
              
              133,728
              
              
              
              (93,655
              )$
              107,765
              
              
              $
              (70,111
              )
              
              $
              135,079
              
              
              $
              (94,601
              )NET INCOME (LOSS)per
      unit of limited partnership interest (41,286 units of limited partnership
      interest)
              
              $
              2.59
              
              
              $
              (1.68
              )
              
              $
              3.24
              
              
              $
              (2.27
              )





See Notes
to Financial Statements.


4


AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CASH FLOWS


NINE
MONTHS ENDED DECEMBER 30, 2010 AND 2009


(UNAUDITED)





2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                
                $
                18,955
                
                
                $
                1,878Cash
      paid forAdministration
      fees
                
                
                (295,728
                )
                
                
                (22,405
                )Management
      fee
                
                
                (256,812
                )
                
                
                (50,000
                )Professional
      fees
                
                
                (63,632
                )
                
                
                (86,052
                )State
      of New Jersey filing fee
                
                
                (16,684
                )
                
                
                (40,384
                )Printing,
      postage and other expenses
                
                
                (19,010
                )
                
                
                (15,160
                )Net
      cash used in operating activities
                
                
                (632,911
                )
                
                
                (212,123
                )CASH
      FLOWS FROM INVESTING ACTIVITIESInvestments
      in mutual fund
                
                
                (14,623
                )Redemptions
      from mutual fund
                
                
                531,056Investment
      in bond
                
                
                (100,940
                )Proceeds
      in connection with sale of limited partner interests/local partnership
      properties
                
                
                128,000
                
                
                
                217,800Distributions
      received from local partnerships
                
                
                4,893
                
                
                
                29,041Net
      cash provided by investing activities
                
                
                548,386
                
                
                
                246,841Net
      increase (decrease) in cash and cash equivalents
                
                
                (84,525
                )
                
                
                34,718Cash
      and cash equivalents at beginning of period
                
                
                295,778
                
                
                
                1,817,949CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                211,253
                
                
                $
                1,852,667SIGNIFICANT
      NONCASH INVESTING ACTIVITIESUnrealized
      gain on investment in mutual fund
                
                $
                9,371Unrealized
      gain on investment in bond
                
                $
                3,481Increase
      in due from local partnerships classified as other income from local
      partnerships
                
                $
                50,000





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





See Notes
to Financial Statements.


5


AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CASH FLOWS - CONTINUED


NINE
MONTHS ENDED DECEMBER 30, 2010 AND 2009


(UNAUDITED)





2010
              
              
              2009RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIESNet
      loss
              
              $
              (70,111
              )
              
              $
              (94,601
              )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity
      in income of investment in local partnerships
              
              
              (74,615
              )
              
              
              (25,099
              )Gain
      on sale of limited partner interests/local partnership
      properties
              
              
              (128,000
              )
              
              
              (217,800
              )Other
      income from local partnerships
              
              
              (54,893
              )
              
              
              (29,041
              )Amortization
      of premium on investment in bond
              
              
              1,433Accrued
      interest purchased at date of investment in bond
              
              
              1,750Increase
      in interest receivable
              
              
              (2,341
              )Decrease
      in accounts payable and accrued expenses
              
              
              (22,985
              )
              
              
              (42,568
              )Increase
      (decrease) in due to general partner and affiliates
              
              
              (283,149
              )
              
              
              196,986NET
      CASH USED IN OPERATING ACTIVITIES
              
              $
              (632,911
              )
              
              $
              (212,123
              )





See Notes
to Financial Statements.


6


AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS


DECEMBER
30, 2010


(UNAUDITED)





1.
            Basis
      of Presentation





The
accompanying unaudited financial statements of American Tax Credit Properties
L.P. (the “Partnership”) have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for
interim financial information.  They do not include all information
and footnotes required by GAAP for complete financial statements.  The
results of operations are impacted, in part, 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 unaudited financial statements
are dependent on such unaudited information.  In the opinion of the
General Partner, the accompanying unaudited financial statements include all
adjustments necessary to present fairly the financial position as of December
30, 2010 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 nine months ended December
30, 2010 are not necessarily indicative of the results that may be expected for
the entire year.





2.
            Investment
      in Local Partnerships





The
Partnership originally acquired limited partner interests (the “Local
Partnership Interests”) in nineteen Local Partnerships representing capital
contributions in the aggregate amount of $36,228,149, which includes voluntary
advances made to certain Local Partnerships and all of which has been
paid.  As of December 30, 2010, the Partnership holds a Local
Partnership Interest in seven Local Partnerships (see discussion below regarding
the potential sale of a Local Partnership Interest).  The Partnership
has no legal obligation to fund any operating deficits of the Local
Partnerships.





For the
nine months ended December 30, 2010, the investment in local partnerships
activity consists of the following:





Investment
      in local partnerships as of March 30, 2010
                    
                    $
                    270,769Equity
      in income of investment in local partnerships
                    
                    
                    74,615
                    *Distributions
      received from Local Partnerships
                    
                    
                    (54,893
                    )Distributions
      classified as other income
                    
                    
                    54,893Investment
      in local partnerships as of December 30, 2010
                    
                    $
                    345,384





*
            In
      the event the operations of a Local Partnership result in a loss, equity
      in loss of each investment in Local Partnership allocated to the
      Partnership is recognized to the extent of the Partnership’s investment
      balance in each Local Partnership.  Equity in loss in excess of
      the Partnership’s investment balance in a Local Partnership is allocated
      to other partners’ capital in any such Local
  Partnership.





In
November 2010, the Partnership sold its Local Partnership Interest in Golden
Gates Associates (“Golden Gates”) to an affiliate of the Local General Partner
of Golden Gates for $128,000; such amount is reflected as gain on sale of
limited partner interests/local partnership properties in the accompanying
unaudited statement of operations for the nine months ended December 30,
2010.  The Partnership’s investment balance in Golden Gates, after
cumulative equity losses, became zero during the year ended March 30,
1994.





In
December 2010, Dunbar Limited Partnership (“Dunbar”) and Dunbar Limited
Partnership No. 2 (“Dunbar 2”), which Local Partnerships have the same Local
General Partner (the “Dunbar Local General Partner”), sold their underlying
Properties to affiliates of the Dunbar Local General
Partner.  Although the Partnership received no proceeds in connection
with the sales, the purchasers agreed to pay the Partnership $25,000 for both
Dunbar and Dunbar 2 for distributions that were due to the Partnership under the
terms of the partnership agreements of Dunbar and Dunbar
2.  Accordingly, $50,000 is reflected as due from local partnerships
in the accompanying unaudited balance sheet as of December 30, 2010 and is
included in other income from local partnerships in the accompanying unaudited
statement of operations for the nine months then ended.  The
Partnership’s investment balance in Dunbar and Dunbar 2, after cumulative equity
losses, became zero during the years ended March 30, 1998 and 1997,
respectively.


7





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


DECEMBER
30, 2010


(UNAUDITED)





2.
            Investment
      in Local Partnerships (Continued)





In
September 2009, the Partnership entered into a purchase agreement (the “Purchase
Agreement”) to sell its Local Partnership Interest in Federal Apartments Limited
Partnership (“Federal”) to an affiliate of the Local General Partner of Federal
for $334,000.  The Purchase Agreement is subject to the approval of
the United States Department of Housing and Urban Development (“HUD”) and there
can be no assurance that the Local Partnership Interest will be sold under the
terms of the Purchase Agreement.  The Partnership received a $50,000
nonrefundable deposit in connection with the Purchase Agreement in January
2011.  The Partnership’s investment balance in Federal, after
cumulative equity losses, became zero during the year ended March 30,
1997.





Cobbet
Hill Associates Limited Partnership (“Cobbet”) 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 under the State
Housing Assistance for Rental Production Program (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 (the
“ODL”) program that supplemented the scheduled reduction in the Operating
Subsidy Payments.  Effective October 1, 1997, MHFA announced its
intention to eliminate the ODL program, such that Cobbet no longer receives the
ODL, without which Cobbet is unable
to make the full mandatory debt service payments on its first
mortgage.  MHFA issued a formal notice of default dated February 2,
2004.  The Local General Partners of Cobbet have informed MHFA that
they would transfer the ownership of the Property to the unaffiliated management
agent or to other parties, which might redevelop and recapitalize the
Property.  The Partnership does not believe that it will receive any
proceeds from such a transfer.  Since the date MHFA ceased funding the
ODL through December 31, 2009, Cobbet has accumulated over $9,050,000 of
arrearages and other charges on the first mortgage; as a result of the default,
principal and accrued interest in excess of $23,000,000 in connection with the
first mortgage, the SHARP Operating Loan and the ODL are considered currently
due.  Cumulative voluntary advances made by the Partnership to Cobbet
as of December 30, 2010 total $392,829, none of which were made during the nine
months then ended.  Such voluntary advances were recorded as
investment in local partnerships and were written off as additional equity in
loss of investment in local partnerships.  The Partnership’s
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994.





The
Partnership’s equity in income of its investment in Madison-Bellefield
Associates (“Madison-Bellefield”) of $74,615 represents more than 20% of the
Partnership’s net loss for the nine months ended December 30,
2010.  The following financial information represents certain
unaudited operating statement data of Madison-Bellefield for the nine months
ended September 30, 2010:





Revenue
                  
                  $
                  1,076,044Net
      income
                  
                  $
                  75,268





3.
            Investment
      in Mutual Fund





The
Partnership carries its investment in mutual fund (the “Fund”) at estimated fair
value.  The fair value of the Partnership’s investment in mutual fund
is classified within Level 1 of the fair value hierarchy of the guidance on
Fair Value Measurements as defined in Accounting Standards Codification (“ASC”)
Topic 820.  Level 1 inputs utilize quoted prices (unadjusted) in
active markets for identical assets or liabilities that the Partnership has the
ability to access.  The Fund’s net asset value (“NAV”) is $10.06 per
share as of December 30, 2010.  The unrealized gain of $9,371 is
included as a component of accumulated other comprehensive income in the
accompanying unaudited financial statements as of and for the nine months ended
December 30, 2010.


8





AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


DECEMBER
30, 2010


(UNAUDITED)





4.
            Investment
      in Bond





The
Partnership carries its investment in bond as available-for-sale because such
investment is used to facilitate and provide flexibility for its obligations,
including resolving circumstances that may arise in connection with the Local
Partnerships.  Investment in bond is reflected in the accompanying
unaudited balance sheet as of December 30, 2010 at estimated fair value and is
classified within Level 1 of the fair value hierarchy of the guidance on
Fair Value Measurements (see discussion in Note 3 above).  The
unrealized gain of $3,481 is included as a component of accumulated other
comprehensive income in the accompanying unaudited financial statements as of
and for the nine months ended December 30, 2010.





As of
December 30, 2010, certain information concerning investment in bond is as
follows:





Gross
                  
                  
                  GrossAmortized
                  
                  
                  unrealized
                  
                  
                  unrealized
                  
                  
                  EstimatedDescription and maturity
                  
                  cost
                  
                  
                  gain
                  
                  
                  loss
                  
                  
                  fair valueCorporate
      debt securityCallable
      in September 2013
                  
                  $
                  97,757
                  
                  
                  $
                  3,481
                  
                  
                  $
                  —
                  
                  
                  $
                  101,238





5.
            Additional
      Information





Additional
information, including the audited March 30, 2010 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, 2010 on file with the Securities and Exchange
Commission.


9


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, 2010, American Tax Credit Properties L.P. (the “Registrant”)
experienced a significant change in financial condition as compared to March 30,
2010 primarily as the result of the payment of deferred administration and
management fees, partially offset by proceeds received in connection with the
sale of its interest (the “Local Partnership Interest”) in Golden Gates
Associates (“Golden Gates”) (see discussion below under Results of Operations
and Local Partnership
Matters).  Principal changes in assets are comprised of
periodic transactions and adjustments and equity in income (loss) from
operations of the local partnerships (the “Local Partnerships”), which own
low-income multifamily residential complexes (the “Properties”) that qualified
for the low-income tax credit in accordance with Section 42 of the Internal
Revenue Code (the “Low-income Tax Credit”).  During the nine months
ended December 30, 2010, Registrant received cash from interest revenue,
distributions from Local Partnerships, redemptions from a mutual fund and
proceeds in connection with the sale of its Local Partnership Interest in Golden
Gates and utilized cash for operating expenses and investments in a mutual fund
and a bond.  Cash and cash equivalents, investment in mutual fund and
investment in bond decreased, in the aggregate, by approximately $490,000 during
the nine months ended December 30, 2010 (which includes unrealized gains on
investment in mutual fund and investment in bond in the aggregate of
approximately $13,000).  Registrant intends to hold the bond until its
call date (September 2013) and therefore does not expect to realize significant
gains or losses on its investment in bond, if any.  During the nine
months ended December 30, 2010, the investment in local partnerships increased
as a result of Registrant's equity in the Local Partnerships' net income for the
nine months ended September 30, 2010 of $74,615.  Payable to general
partner and affiliates represents accrued administration and management fees in
the accompanying unaudited balance sheet as of December 30, 2010.





Results of
Operations





Registrant’s
operating results are dependent, in part, upon the operating results of the
Local Partnerships and are 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.  Accordingly, the investment is carried at cost and is
adjusted for Registrant’s share of each Local Partnership’s results of
operations and by cash distributions received.  In the event the
operations of a Local Partnership result in a loss, equity in loss of each
investment in Local Partnership allocated to Registrant is recognized to the
extent of Registrant’s investment balance in each Local
Partnership.  Equity in loss in excess of Registrant’s investment
balance in a Local Partnership is allocated to other partners’ capital in any
such Local Partnership.





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.  In addition, the book value of Registrant’s
investment in each Local Partnership (the “Local Partnership Carrying Value”)
may be reduced if the Local Partnership Carrying Value is considered to exceed
the estimated value derived by management.  Accordingly, cumulative
losses and cash distributions in excess of the investment or an adjustment to a
Local Partnership’s Carrying Value are not necessarily indicative of adverse
operating results of a Local Partnership.





Registrant’s
operations for the three months ended December 30, 2010 and 2009 resulted in net
income of $107,765 and $135,079, respectively.  The decrease in net
income from fiscal 2009 to fiscal 2010 is primarily attributable to a decrease
in gain on sale of limited partner interests/local partnership properties of
approximately $90,000 (see discussion below under Local Partnership
Matters), partially offset by (i) an increase in interest revenue and
other income from local partnerships in the aggregate amount of approximately
$48,000 and (ii) a net decrease in operating expenses of approximately
$17,000.  Other comprehensive income for the three months ended
December 30, 2010 resulted from unrealized gains (losses) on investment in
mutual fund and investment in bond of $(1,567) and $1,752,
respectively.





Registrant’s
operations for the nine months ended December 30, 2010 and 2009 resulted in net
losses of $70,111 and $94,601, respectively.  The decrease in net loss
from fiscal 2009 to fiscal 2010 is primarily attributable to (i) an increase in
equity in income of investment in local partnerships of approximately $50,000,
which is attributable to an increase in the net operating income of the Local
Partnership in which Registrant continues to have an investment balance, (ii) an
increase in interest revenue and other income from local partnerships in the
aggregate amount of approximately $42,000 and (iii) a net decrease in operating
expenses of approximately $23,000, all partially offset by a decrease in gain on
sale of limited partner interests/local partnership properties of approximately
$90,000 (see discussion below under Local Partnership
Matters).  Other comprehensive income for the nine months ended
December 30, 2010 resulted from unrealized gains on investment in mutual fund
and investment in bond of $9,371 and $3,481, respectively.




10


AMERICAN
TAX CREDIT PROPERTIES L.P.





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





Local Partnership
Matters





Registrant's
primary objective, to provide Low-income Tax Credits to its limited partners
(the “Limited Partners”), has been completed.  The relevant state tax
credit agency allocated each of the Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the “Ten Year Credit Period”).  The
Ten Year Credit Period was fully exhausted with respect to all of the Properties
as of December 31, 2003.  The required holding period of each
Property, in order to avoid Low-income Tax Credit recapture, is fifteen years
from the year in which the Low-income Tax Credits commence on the last building
of the Property (the "Compliance Period").  The Compliance Period of
all of the Local Partnerships had expired as of December 31, 2004.  In
addition, certain of the Local Partnerships entered into agreements with the
relevant state tax credit agencies whereby the Local Partnerships must maintain
the low-income nature of the Properties for a period which exceeds the
Compliance Period (in certain circumstances, up to 50 years from when the
Property is placed in service, but commonly 30 years from the date any such
Property is placed in service), regardless of a sale of the Properties by the
Local Partnerships after the Compliance Period (the “Extended Use
Provisions”).  Although the Extended Use Provisions do not extend the
Compliance Period of the respective Local Partnerships, such provisions limit
the number and availability of potential purchasers of the
Properties.  Accordingly, a sale of a Property may happen well after
the expiration of the Compliance Period and/or may be significantly
discounted.  Registrant is in the process of disposing of its Local
Partnership Interests.  As of December 30, 2010, Registrant owns seven
of the nineteen Local Partnership Interests originally acquired (see discussion
below regarding the potential sale of a Local Partnership
Interest).  Registrant has served a demand on the local general
partners (the “Local General Partners”) of all remaining Local Partnerships to
commence a sale process to dispose of the Properties.  In the event a
sale cannot be consummated, it is the General Partner’s intention to sell or
assign Registrant’s Local Partnership Interests.  Following the final
disposition of its Local Partnership Interests, Registrant intends to
dissolve.  It is uncertain as to the amount, if any, that Registrant
will receive with respect to each specific Property from such sales or
assignments.  There can be no assurance as to when Registrant will
dispose of its remaining Local Partnership Interests.





The
Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico.  All of the remaining Local Partnerships receive rental
subsidy payments, including six that receive payments under Section 8 of Title
II of the Housing and Community Development Act of 1974 ("Section
8”).  The subsidy agreements expire at various times.  Since
October 1997, the United States Department of Housing and Urban Development
(“HUD”) has issued a series of directives related to project based Section 8
contracts that define owners’ notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based
contract.  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 before debt
service (“NOI”) and debt structure of any or all Local Partnerships currently
receiving such subsidy or similar subsidies.  The six Local
Partnerships’ Section 8 contracts are currently subject to renewal under
applicable HUD guidelines.  Of the six Local Partnerships noted above,
three have entered into restructuring agreements, resulting in a change to both
rent subsidy and mandatory debt service.





The Local
Partnerships have various financing structures which include (i) required debt
service payments ("Mandatory Debt Service") and (ii) debt service payments that
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").  Registrant has no legal obligation to fund any operating
deficits of the Local Partnerships.





In
November 2010, Registrant sold its Local Partnership Interest in Golden Gates to
an affiliate of the Local General Partner of Golden Gates for $128,000; such
amount is reflected as gain on sale of limited partner interests/local
partnership properties in the accompanying unaudited statement of operations for
the nine months ended December 30, 2010.  Registrant’s investment
balance in Golden Gates, after cumulative equity losses, became zero during the
year ended March 30, 1994.


11


AMERICAN
TAX CREDIT PROPERTIES L.P.





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





In
December 2010, Dunbar Limited Partnership (“Dunbar”) and Dunbar Limited
Partnership No. 2 (“Dunbar 2”), which Local Partnerships have the same Local
General Partner (the “Dunbar Local General Partner”), sold their underlying
Properties to affiliates of the Dunbar Local General
Partner.  Although Registrant received no proceeds in connection with
the sales, the purchasers agreed to pay Registrant $25,000 for both Dunbar and
Dunbar 2 for distributions that were due to Registrant under the terms of the
partnership agreements of Dunbar and Dunbar 2.  Accordingly, $50,000
is reflected as due from local partnerships in the accompanying unaudited
balance sheet as of December 30, 2010 and is included in other income from local
partnerships in the accompanying unaudited statement of operations for the nine
months then ended.  Registrant’s investment balance in Dunbar and
Dunbar 2, after cumulative equity losses, became zero during the years ended
March 30, 1998 and 1997, respectively.





In
September 2009, Registrant entered into a purchase agreement (the “Purchase
Agreement”) to sell its Local Partnership Interest in Federal Apartments Limited
Partnership (“Federal”) to an affiliate of the Local General Partner of Federal
for $334,000.  The Purchase Agreement is subject to the approval of
HUD and there can be no assurance that the Local Partnership Interest will be
sold under the terms of the Purchase Agreement.  Registrant received a
$50,000 nonrefundable deposit in connection with the Purchase Agreement in
January 2011. Registrant’s investment balance in Federal, after cumulative
equity losses, became zero during the year ended March 30, 1997.





Cobbet
Hill Associates Limited Partnership (“Cobbet”) 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 under the State
Housing Assistance for Rental Production Program (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 (the
“ODL”) program that supplemented the scheduled reduction in the Operating
Subsidy Payments.  Effective October 1, 1997, MHFA announced its
intention to eliminate the ODL program, such that Cobbet no longer receives the
ODL, without which Cobbet is unable to make the full mandatory debt service
payments on its first mortgage.  MHFA issued a formal notice of
default dated February 2, 2004.  The Local General Partners of Cobbet
have informed MHFA that they would transfer the ownership of the Property to the
unaffiliated management agent or to other parties, which might redevelop and
recapitalize the Property.  Registrant does not believe that it will
receive any proceeds from such a transfer.  Since the date MHFA ceased
funding the ODL through December 31, 2009, Cobbet has accumulated over
$9,050,000 of arrearages and other charges on the first mortgage; as a result of
the default, principal and accrued interest in excess of $23,000,000 in
connection with the first mortgage, the SHARP Operating Loan and the ODL are
considered currently due.  Registrant’s investment balance in Cobbet,
after cumulative equity losses, became zero during the year ended March 30,
1994.





Critical Accounting Policies
and Estimates





The
accompanying unaudited financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”), which requires Registrant to make certain estimates and
assumptions.  The following section is a summary of certain aspects of
those accounting policies that may require subjective or complex judgments and
are most important to the portrayal of Registrant’s financial condition and
results of operations.  Registrant believes that there is a low
probability that the use of different estimates or assumptions in making these
judgments would result in materially different amounts being reported in the
accompanying unaudited financial statements.





·
            Registrant
      accounts for its investment in local partnerships in accordance with the
      equity method of accounting.





·
            If
      the book value of Registrant’s investment in a Local Partnership exceeds
      the estimated value derived by management, Registrant reduces its
      investment in any such Local Partnership and includes such reduction in
      equity in loss of investment in local partnerships.  Registrant
      makes such assessment at least annually in the fourth quarter of its
      fiscal year or whenever there are indications that a permanent impairment
      may have occurred.  A loss in value of an investment in a Local
      Partnership other than a temporary decline would be recorded as an
      impairment loss.  Impairment is measured by comparing the
      investment carrying amount to the estimated residual value of the
      investment.


12


AMERICAN
TAX CREDIT PROPERTIES L.P.





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





·
            Registrant
      does not consolidate the accounts and activities of the Local
      Partnerships, which are considered Variable Interest Entities as defined
      by Financial Accounting Standards Board (“FASB”) Accounting Standards
      Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not
      considered the primary beneficiary.  Registrant’s balance in
      investment in local partnerships represents the maximum exposure to loss
      in connection with such investments.  Registrant’s exposure to
      loss on the Local Partnerships is mitigated by the condition and financial
      performance of the underlying Properties as well as the financial strength
      of the Local General Partners.  In addition, the Local
      Partnerships’ partnership agreements grant the Local General Partners the
      power to direct the activities that most significantly impact the Local
      Partnerships’ economic success.





Forward-Looking
Information





As a
cautionary note, with the exception of historical facts, the matters discussed
in this quarterly report on Form 10-Q are “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform
Act”).  Forward-looking statements may relate to, among other things,
current expectations, forecasts of future events, future actions, future
performance generally, business development activities, capital expenditures,
strategies, the outcome of contingencies, future financial results, financing
sources and availability and the effects of regulation and
competition.  Words such as “anticipate,” “expect,” “intend,” “plan,”
“seek,” “estimate” and other words and terms of similar meaning in connection
with discussions of future operating or financial performance signify
forward-looking statements.  Registrant may also provide written
forward-looking statements in other materials released to the
public.  Such statements are made in good faith by Registrant pursuant
to the “Safe Harbor” provisions of the Reform Act.  Registrant
undertakes no obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.  Such forward-looking statements involve known risks,
uncertainties and other factors that may cause Registrant’s actual results of
operations or actions to be materially different from future results of
operations or actions expressed or implied by the forward-looking
statements.





Item
3.  Quantitative and Qualitative
Disclosure About Market Risk.





Registrant’s
investment in mutual fund (the “Fund”) is subject to certain
risk.  The fixed income securities in which the Fund invests are
subject to interest rate risk, credit risk, prepayment risk, counterparty risk,
municipal securities risk, liquidity risk, management risk, government security
risk and valuation risk.  Typically, when interest rates rise, the
market prices of fixed income securities go down.  The Fund is
classified as “non-diversified,” and thus may invest most of its assets in
securities issued by or representing a small number of issuers.  As a
result, the Fund may be more susceptible to the risks associated with these
particular issuers, or to a single economic, political or regulatory occurrence
affecting these issuers.  These risks could adversely affect the
Fund’s net asset value (“NAV”), yield and total return.





The
market value of Registrant’s investment in bond is subject to fluctuation based
upon changes in interest rates relative to the investment’s maturity date and
the associated bond rating.  Since Registrant’s investment in bond is
callable in 2013, the value of such investment may be adversely impacted in an
environment of rising interest rates in the event Registrant decides to
liquidate the investment prior to its call date.  Although Registrant
may utilize the investment to pay for its operating expenses and/or for certain
Local Partnership matters, it otherwise intends to hold such investment to its
call date.  Therefore, Registrant does not anticipate any material
adverse impact in connection with such investment.





Item
4.  Controls
and Procedures.





Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed by Registrant in reports that
Registrant files or submits under the Exchange Act is recorded, processed,
summarized and timely reported as provided in SEC rules and
forms.  Registrant periodically reviews the design and effectiveness
of its disclosure controls and procedures, including compliance with various
laws and regulations that apply to its operations.  Registrant makes
modifications to improve the design and effectiveness of its disclosure controls
and procedures, and may take other corrective action, if its reviews identify a
need for such modifications or actions.  In designing and evaluating
the disclosure controls and procedures, Registrant recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control
objectives.


13


AMERICAN
TAX CREDIT PROPERTIES L.P.





Item
4.  Controls
and Procedures (Continued).





Registrant
has carried out an evaluation, under the supervision and the participation of
its management, including the Chief Executive Officer and Chief Financial
Officer of the general partner of the General Partner, of the effectiveness of
the design and operation of its disclosure controls and procedures (as defined
in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the three months ended December 30, 2010.  Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer of the general partner
of the General Partner concluded that Registrant’s disclosure controls and
procedures were effective as of December 30, 2010.





Item
4T.  Internal Control Over
Financial Reporting.





There
were no changes in Registrant’s internal control over financial reporting during
the three months ended December 30, 2010 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.


14


AMERICAN
TAX CREDIT PROPERTIES L.P.





Part
II - OTHER
INFORMATION





Item
      1.
            Legal
      Proceedings.





None.





Item
      1A.
            Risk
      Factors.





There
have been no material changes from the risk factors previously disclosed in Item
1A of Registrant’s Annual Report on Form 10-K for the year ended March 30,
2010.





Item
      2.
            Unregistered Sales of
      Equity Securities and Use of
Proceeds.





None.





Item
      3.
            Defaults Upon Senior
      Securities.





None;
      see Item 2 of Part I regarding the mortgage default of a certain Local
      Partnership.





Item
      4.
            Removed and
      Reserved.





Item
      5.
            Other
      Information.





None.





Item
      6.
            Exhibits.





Exhibit
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer.


Exhibit
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer.


Exhibit
32.1 Section 1350 Certification of Chief Executive Officer.


Exhibit
32.2 Section 1350 Certification of Chief Financial Officer.


15


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
      PartnerBy:
              Richman
      Tax Credit Properties Inc.,general
      partnerDated:
      February 8, 2011
              /s/David
      SalzmanBy:
              David
      SalzmanChief
      Executive OfficerDated:
      February 8, 2011
              /s/James
      HusseyBy:
              James
      HusseyChief
      Financial OfficerDated:
      February 8, 2011
              /s/Richard
      Paul RichmanBy:
              Richard
      Paul RichmanDirector




16