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 September
29, 2010





OR





o           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 o 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
November 3, 2010, 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
                                      
                                      6Item
      2.
                                      Management’s Discussion and Analysis of
      FinancialCondition and Results of
      Operations.
                                      
                                      9Item
      3.
                                      Quantitative and Qualitative Disclosure About
      Market Risk.
                                      
                                      12Item
      4.
                                      Controls and Procedures.
                                      
                                      12Item
      4T.
                                      Internal Control Over Financial
      Reporting.
                                      
                                      12




2




AMERICAN
TAX CREDIT PROPERTIES L.P.


BALANCE
SHEETS


(UNAUDITED)





September 29,
                  
                  
                  March 30,2010
                  
                  
                  2010ASSETSCash
      and cash equivalents
                  
                  $
                  105,784
                  
                  
                  $
                  295,778Investment
      in mutual fund
                  
                  
                  1,575,442
                  
                  
                  
                  1,555,638Investment
      in bond
                  
                  
                  100,100Interest
      receivable
                  
                  
                  99Investment
      in local partnerships
                  
                  
                  319,338
                  
                  
                  
                  270,769$
                  2,100,763
                  
                  
                  $
                  2,122,185LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)LiabilitiesAccounts payable and accrued
      expenses
                  
                  $
                  45,538
                  
                  
                  $
                  73,923Payable to general partner and
      affiliates
                  
                  
                  541,578
                  
                  
                  
                  369,406587,116
                  
                  
                  
                  443,329Commitments
      and contingenciesPartners'
      equity (deficit)General
      partner
                  
                  
                  (350,691
                  )
                  
                  
                  (348,912
                  )Limited
      partners (41,286 units of limited partnershipinterest
      outstanding)
                  
                  
                  1,851,671
                  
                  
                  
                  2,027,768Accumulated
      other comprehensive income
                  
                  
                  12,6671,513,647
                  
                  
                  
                  1,678,856$
                  2,100,763
                  
                  
                  $
                  2,122,185





See Notes
to Financial Statements.




3




AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF OPERATIONS


THREE
AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 2010 AND 2009


(UNAUDITED)





Three MonthsEndedSeptember 29,2010
              
              
              Six MonthsEndedSeptember 29,2010
              
              
              Three MonthsEndedSeptember 29,2009
              
              
              Six MonthsEndedSeptember 29,2009REVENUEInterest
              
              $
              7,129
              
              
              $
              11,544
              
              
              $
              759
              
              
              $
              985Other
      income from local partnerships
              
              
              
              
              
              
              4,893
              
              
              
              7,180
              
              
              
              21,860TOTAL
      REVENUE
              
              
              7,129
              
              
              
              16,437
              
              
              
              7,939
              
              
              
              22,845EXPENSESAdministration
      fees
              
              
              45,931
              
              
              
              91,862
              
              
              
              45,931
              
              
              
              91,862Management
      fee
              
              
              43,867
              
              
              
              87,734
              
              
              
              43,867
              
              
              
              87,734Professional
      fees
              
              
              14,494
              
              
              
              28,370
              
              
              
              18,880
              
              
              
              45,409State
      of New Jersey filing fee
              
              
              11,655
              
              
              
              23,310
              
              
              
              4,937
              
              
              
              17,493Printing,
      postage and other
              
              
              3,253
              
              
              
              11,606
              
              
              
              2,627
              
              
              
              5,814TOTAL
      EXPENSES
              
              
              119,200
              
              
              
              242,882
              
              
              
              116,242
              
              
              
              248,312(112,071
              )
              
              
              (226,445
              )
              
              
              (108,303
              )
              
              
              (225,467
              )Equity
      in income (loss) of investment in local partnerships
              
              
              40,628
              
              
              
              48,569
              
              
              
              5,505
              
              
              
              (4,213
              )NET
      LOSS
              
              
              (71,443
              )
              
              
              (177,876
              )
              
              
              (102,798
              )
              
              
              (229,680
              )Other
      comprehensive income
              
              
              17,392
              
              
              
              12,667COMPREHENSIVE
      LOSS
              
              $
              (54,051
              )
              
              $
              (165,209
              )
              
              $
              (102,798
              )
              
              $
              (229,680
              )NET
      LOSS ATTRIBUTABLE TOGeneral partner
              
              $
              (715
              )
              
              $
              (1,779
              )
              
              $
              (1,028
              )
              
              $
              (2,297
              )Limited partners
              
              
              (70,728
              )
              
              
              (176,097
              )
              
              
              (101,770
              )
              
              
              (227,383
              )$
              (71,443
              )
              
              $
              (177,876
              )
              
              $
              (102,798
              )
              
              $
              (229,680
              )NET LOSSper unit of
      limited partnership interest (41,286 units of limited partnership
      interest)
              
              $
              (1.72
              )
              
              $
              (4.27
              )
              
              $
              (2.47
              )
              
              $
              (5.51
              )




See Notes
to Financial Statements.




4




AMERICAN
TAX CREDIT PROPERTIES L.P.


STATEMENTS
OF CASH FLOWS


SIX
MONTHS ENDED SEPTEMBER 29, 2010 AND 2009


(UNAUDITED)




2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                
                $
                14,014
                
                
                $
                985Cash
      paid forAdministration
      fees
                
                
                (7,424
                )
                
                
                (64,258
                )Professional
      fees
                
                
                (60,161
                )
                
                
                (82,952
                )State
      of New Jersey filing fee
                
                
                (16,684
                )
                
                
                (40,384
                )Printing,
      postage and other expenses
                
                
                (14,826
                )
                
                
                (10,962
                )Net
      cash used in operating activities
                
                
                (85,081
                )
                
                
                (197,571
                )CASH
      FLOWS FROM INVESTING ACTIVITIESInvestments
      in mutual fund
                
                
                (8,866
                )Investment
      in bond
                
                
                (100,940
                )Distributions
      received from local partnerships
                
                
                4,893
                
                
                
                21,860Net
      cash provided by (used in) investing activities
                
                
                (104,913
                )
                
                
                21,860Net
      decrease in cash and cash equivalents
                
                
                (189,994
                )
                
                
                (175,711
                )Cash
      and cash equivalents at beginning of period
                
                
                295,778
                
                
                
                1,817,949CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                105,784
                
                
                $
                1,642,238RECONCILIATION
      OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIESNet
      loss
                
                $
                (177,876
                )
                
                $
                (229,680
                )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesEquity in loss (income) of
      investment in local partnerships
                
                
                (48,569
                )
                
                
                4,213Other income from local
      partnerships
                
                
                (4,893
                )
                
                
                (21,860
                )Amortization of premium on
      investment in bond
                
                
                819Decrease in interest
      receivable
                
                
                1,651Increase in prepaid
      expenses
                
                
                
                
                
                
                (7,037
                )Decrease in accounts payable and
      accrued expenses
                
                
                (28,385
                )
                
                
                (58,545
                )Increase in due to general partner
      and affiliates
                
                
                172,172
                
                
                
                115,338NET
      CASH USED IN OPERATING ACTIVITIES
                
                $
                (85,081
                )
                
                $
                (197,571
                )SIGNIFICANT
      NONCASH INVESTING ACTIVITIESUnrealized
      gain on investment in mutual fund
                
                $
                10,938Unrealized
      gain on investment in bond
                
                $
                1,729


See Notes
to Financial Statements.




5




AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
29, 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 September
29, 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 six months ended September
29, 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 September 29, 2010, the Partnership holds a Local
Partnership Interest in ten 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
six months ended September 29, 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
                  
                  
                  48,569
                  *Distributions
      received from Local Partnerships
                  
                  
                  (4,893
                  )Distributions
      classified as other income
                  
                  
                  4,893Investment
      in local partnerships as of September 29, 2010
                  
                  $
                  319,338





*
              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
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’s investment balance
in Federal, after cumulative equity losses, became zero during the year ended
March 30, 1997.




6




AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


SEPTEMBER
29, 2010


(UNAUDITED)





2.
            Investment
      in Local Partnerships (Continued)




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 Cobbetis 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 September 29, 2010 total $392,829, none of which were made during the six
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 $48,569 represents more than 20% of the
Partnership’s net loss for the six months ended September 29,
2010.  The following financial information represents certain
unaudited operating statement data of Madison-Bellefield for the six months
ended June 30, 2010:





Revenue
                  
                  $
                  709,774Net
      income
                  
                  $
                  49,060





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 $10.07 per
share as of September 29, 2010.  The unrealized gain of $10,938 is
included as a component of accumulated other comprehensive income in the
accompanying unaudited financial statements as of and for the six months ended
September 29, 2010.





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 September 29, 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 $1,729 is included as a component of accumulated other
comprehensive income in the accompanying unaudited financial statements as of
and for the six months ended September 29, 2010.





As of
September 29, 2010, certain information concerning investment in bond is as
follows:





Description and maturity
                
                Amortized
                    cost
                
                
                Grossunrealizedgain
                
                
                Gross
                    unrealizedloss
                
                
                Estimated
                    fair valueCorporate
      debt securityAfter
      ten years
                
                $
                98,371
                
                
                $
                1,729
                
                
                $
                —
                
                
                $
                100,100




7




AMERICAN
TAX CREDIT PROPERTIES L.P.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


SEPTEMBER
29, 2010


(UNAUDITED)





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.





8




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
September 29, 2010, American Tax Credit Properties L.P. (the “Registrant”) has
not experienced a significant change in financial condition as compared to March
30, 2010.  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 six months ended September 29,
2010, Registrant received cash from interest revenue and distributions from
Local Partnerships 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
$70,000 during the six months ended September 29, 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 six months ended September 29, 2010, the investment
in local partnerships increased as a result of Registrant's equity in the Local
Partnerships' net income for the six months ended June 30, 2010 of
$48,569.  Payable to general partner and affiliates represents
deferred administration and management fees in the accompanying unaudited
balance sheet as of September 29, 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 September 29, 2010 and 2009 resulted in
net losses of $71,443 and $102,798, respectively.  The decrease in net
loss from fiscal 2009 to fiscal 2010 is primarily attributable to an increase in
equity in income of investment in local partnerships of approximately $35,000,
which is attributable to an increase in the net operating income of the Local
Partnership in which Registrant continues to have an investment
balance.  Other comprehensive income for the three months ended
September 29, 2010 resulted from unrealized gains on investment in mutual fund
and investment in bond of $14,048 and $3,344, respectively.





Registrant’s
operations for the six months ended September 29, 2010 and 2009 resulted in net
losses of $177,876 and $229,680, respectively.  The decrease in net
loss from fiscal 2009 to fiscal 2010 is primarily attributable to an increase in
equity in income of investment in local partnerships of approximately $53,000,
which is attributable to an increase in the net operating income of the Local
Partnership in which Registrant continues to have an investment
balance.  Other comprehensive income for the six months ended
September 29, 2010 resulted from unrealized gains on investment in mutual fund
and investment in bond of $10,938 and $1,729, respectively.





9




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 limited
partner interests in the Local Partnerships (the “Local Partnership
Interests”).  As of September 29, 2010, Registrant owns ten 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.  Many of the Local Partnerships receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing and
Community Development Act of 1974 ("Section 8”).  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.  Eight Local Partnerships’ Section 8 contracts are
currently subject to renewal under applicable HUD guidelines.  Of the
eight Local Partnerships noted above, five 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
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’s
investment balance in Federal, after cumulative equity losses, became zero
during the year ended March 30, 1997.


10


AMERICAN
TAX CREDIT PROPERTIES L.P.





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





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.





·
            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.





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.


11


AMERICAN
TAX CREDIT PROPERTIES L.P.





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.





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 September 29, 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 September 29, 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 September 29, 2010 that have materially affected, or
are reasonably likely to materially affect, Registrant’s internal control over
financial reporting.


12


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.


13


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:
      November 3, 2010
              /s/David
      SalzmanBy:
              David
      SalzmanChief
      Executive OfficerDated:
      November 3, 2010
              /s/James
      HusseyBy:
              James
      HusseyChief
      Financial OfficerDated:
      November 3, 2010
              /s/Richard
      Paul RichmanBy:
              Richard
      Paul RichmanDirector


14