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, 1995

                                                         OR

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

For the transition period from                   to ____________
                               -----------------

                                           Commission file number: 0-17619


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

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required to file such reports),  and (2) has been subject to filing requirements
for the past 90 days. Yes X No ___.






<PAGE>



                                        AMERICAN TAX CREDIT PROPERTIES L.P.

                                          PART I - FINANCIAL INFORMATION.


Item 1. Financial Statements.


                                    Table of Contents               


Balance Sheets as of December 30, 1995 (Unaudited) and March 30, 1995 
(Unaudited)

Statements of Operations for the three and nine month periods ended 
December 30, 1995 (Unaudited) and December 30, 1994 
(Unaudited)

Statements of Cash Flows for the nine month periods ended December 30, 1995
(Unaudited) and December 30, 1994 
(Unaudited)

Notes to Financial Statements as of December 30, 1995 
(Unaudited)
                                   
                                                                         
<PAGE>
<TABLE>
<CAPTION>


                                        AMERICAN TAX CREDIT PROPERTIES L.P.

                                                  BALANCE SHEETS
                                    AS OF DECEMBER 30, 1995 AND MARCH 30, 1995
                                                    (UNAUDITED)


                                                                                     December 30,      March 30,
                                                                        Notes           1995             1995
<S>                                                                       <C>            <C>              <C>
                                                                        -----       -------------    ------------
ASSETS

   Cash and cash equivalents                                                     $      360,487      $    342,688
   Investments in bonds available-for-sale                                2           3,243,518         3,171,749
   Investment in Local Partnerships                                       3          10,335,192        11,787,392
   Interest receivable                                                                   61,668            68,365
                                                                                    -----------       -----------
                                                                                   $ 14,000,865       $15,370,194
                                                                                    ===========       ===========




LIABILITIES AND PARTNERS' EQUITY/(DEFICIT)

   Liabilities:
     Accounts payable and accrued expenses                                      $        42,756      $     51,496
     Payable to General Partner                                                                            43,861
                                                                                   ------------      ------------
                                                                                         42,756            95,357
                                                                                   ------------      ------------

   Partners' equity/(deficit):
     General Partner                                                                   (229,289)         (213,968)
     Limited Partners, $1,000 stated value per unit (41,286 units of
       Limited Partnership Interest outstanding)                                     13,870,282        15,387,065
     Unrealized gain on investments in bonds available-for-sale, net      2             317,116           101,740
                                                                                    -----------        ----------
                                                                                     13,958,109        15,274,837
                                                                                    -----------        ----------
                                                                                   $ 14,000,865       $15,370,194
                                                                                    ===========        ==========


See Notes to Financial Statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT PROPERTIES L.P.

                                                   STATEMENTS OF OPERATIONS
                                          FOR THE THREE AND NINE MONTH PERIODS ENDED
                                            DECEMBER 30, 1995 AND DECEMBER 30, 1994
                                                          (UNAUDITED)



                                                       Three Month        Nine Month        Three Month         Nine Month
                                                       Period Ended      Period Ended      Period Ended        Period Ended
                                                       December 30,      December 30,      December 30,        December 30,
                                            Notes          1995              1995              1994                1994
                                            -----    ----------------  ----------------  ----------------    ----------
<S>                                                         <C>               <C>                <C>               <C>

REVENUES

   Interest                                          $      68,025    $      210,763     $       76,251      $      223,919
                                                      -------------     --------------      -----------       -------------
     TOTAL REVENUES                                         68,025           210,763             76,251             223,919
                                                      ------------     -------------        -----------       -------------

EXPENSES

   Administration fees                                      45,931           137,793             45,931             137,793
   Management fee                                           43,866           131,600             43,866             131,600
   Professional fees                                        40,165            65,050             24,567              61,289
   Printing, postage and other                               4,554            20,724             10,101              20,446
                                                     -------------     -------------       ------------       -------------
     TOTAL EXPENSES                                        134,516           355,167            124,465             351,128
                                                       -----------      ------------        -----------        ------------

Loss from operations                                       (66,491)         (144,404)           (48,214)           (127,209)

Equity in loss of Investment in Local
   Partnerships                               3           (325,482)       (1,387,700)          (376,078)         (1,493,985)
                                                      ------------      ------------        -----------         -----------

NET LOSS                                             $    (391,973)    $  (1,532,104)      $   (424,292)       $ (1,621,194)
                                                      ============      ============        ===========         ===========

NET LOSS ATTRIBUTABLE TO
   General Partner                                   $      (3,920)     $    (15,321)      $     (4,243)       $    (16,212)
   Limited Partners                                       (388,053)       (1,516,783)          (420,049)         (1,604,982)
                                                      ------------       -----------        -----------         -----------
                                                     $    (391,973)     $ (1,532,104)      $   (424,292)       $ (1,621,194)
                                                       ============      ============       ============        ============

NET LOSS per unit of Limited
   Partnership Interest (41,286 units
   of Limited Partnership Interest)                  $       (9.40)     $     (36.74)       $    (10.17)        $    (38.87)
                                                      ==============    ==============      =============       =============


</TABLE>


   See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT PROPERTIES L.P.

                                                   STATEMENTS OF CASH FLOWS
                                               FOR THE NINE MONTH PERIODS ENDED
                                            DECEMBER 30, 1995 AND DECEMBER 30, 1994
                                                          (UNAUDITED)



                                                                                  Nine Month            Nine Month
                                                                                 Period Ended          Period Ended
                                                                                December 30,           December 30,
                                                                                      1995                 1994
                                                                               ------------------    -----------------
<S>                                                                                     <C>                   <C>      

CASH FLOWS FROM OPERATING ACTIVITIES
   Interest received                                                              $    215,452             $ 222,503
   Amortization of investments in bonds                                                 11,615                13,269
   Cash paid for:
     printing, postage and other expenses                                              (16,412)              (23,090)
     professional fees                                                                 (70,361)              (71,289)
     administration fees                                                              (145,534)             (152,760)
     management fee                                                                   (175,461)             (175,461)
                                                                                    ----------             ---------
   Net cash used in operating activities                                              (180,701)             (186,828)
                                                                                    ----------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Receipt of cash distributions from Local Partnerships                                64,500                66,995
   Maturity/redemption of bonds                                                        134,000               180,000
   Investment in Local Partnership                                                                          (140,000)
                                                                                   -----------              --------
   Net cash provided by investing activities                                           198,500               106,995
                                                                                   -----------              --------

Net increase/(decrease) in cash and cash equivalents                                    17,799               (79,833)

Cash and cash equivalents at beginning of period                                       342,688               123,592
                                                                                   -----------              --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $    360,487             $  43,759
                                                                                   ===========              =========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES
   Increase in unrealized gain on investments in bonds available-for-sale, net    $    215,376
                                                                                   ===========
   

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

</TABLE>




See Notes to Financial Statements.



<PAGE>
<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT PROPERTIES L.P.

                                          STATEMENTS OF CASH FLOWS - (Continued)
                                             FOR THE NINE MONTH PERIODS ENDED
                                          DECEMBER 30, 1995 AND DECEMBER 30, 1994
                                                        (UNAUDITED)




                                                                               Nine Month            Nine Month
                                                                              Period Ended          Period Ended
                                                                              December 30,          December 30,
                                                                                  1995                  1994
                                                                            ----------------      ----------------
<S>                                                                               <C>                    <C>

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

NET LOSS                                                                   $   (1,532,104)        $  (1,621,194)
                                                                            -----------------     ---------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING
ACTIVITIES

   Equity in loss of Investment in Local Partnerships                           1,387,700             1,493,985
   Gain on redemption of investments in bonds                                      (2,008)
   Amortization of investments in bonds                                            11,615                13,269
   Decrease in payable to General Partner                                         (43,861)              (43,861)
   Decrease in accounts payable and accrued expenses                               (8,740)              (27,611)
   Decrease/(increase) in interest receivable                                       6,697                (1,416)
                                                                          ---------------       ---------------

Total adjustments                                                               1,351,403             1,434,366
                                                                             ------------          ------------


NET CASH USED IN OPERATING ACTIVITIES                                      $     (180,701)      $      (186,828)
                                                                            =============        ==============


</TABLE>

See Notes to Financial Statements.




<PAGE>


                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                            NOTES TO FINANCIAL STATEMENTS
                                                AS OF DECEMBER 30, 1995
                                                     (UNAUDITED)



1.Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
They do not include all information and footnotes required by generally accepted
accounting  principles  for  complete  financial  statements.   The  results  of
operations are impacted  significantly  by the combined results of operations of
the Local  Partnerships,  which are  provided  by the Local  Partnerships  on an
unaudited basis during interim periods.  Accordingly, the accompanying financial
statements  are dependent on such unaudited  information.  In the opinion of the
General Partner, the financial  statements include all adjustments  necessary to
present fairly the financial position as of December 30, 1995 and the results of
operations and cash flows for the interim periods presented. All adjustments are
of a normal recurring  nature.  The results of operations for the three and nine
month  periods  ended  December 30, 1995 are not  necessarily  indicative of the
results that may be expected for the entire year.

2.Investments in Bonds Available-For-Sale

As of December 30, 1995, investments in bonds available-for-sale are as follows:
<TABLE>
<CAPTION>

                                                                               
                                         Amortized        Gross unrealized     Gross unrealized   Estimated    
                                            cost              gains                losses         fair value
<S>                                          <C>               <C>                   <C>              <C>
      
Description                                           
Corporate debt securities:
  After one year through five years    $    215,630        $      3,517      $        (426)      $   218,721
  After five years through ten years        569,901              15,545            (39,648)          545,798
  After ten years                           846,944              63,496             (3,939)          906,501
                                        -----------           ---------        -----------        ----------
                                          1,632,475              82,558            (44,013)        1,671,020
                                         ----------           ---------         ----------         ---------

U.S. Treasury debt securities:
  Within one year                            44,883                 462              --               45,345
  After one year through five years         186,443              14,622               (940)          200,125
  After five years through ten years      1,062,601             264,427              --            1,327,028
                                         ----------           ---------     --------------         ---------
                                          1,293,927             279,511               (940)        1,572,498
                                        -----------           ---------        -----------         ---------
                                        $ 2,926,402          $  362,069        $   (44,953)       $3,243,518
                                         ==========           =========         ==========        ==========

</TABLE>

The net unrealized gain on investments in bonds  available-for-sale was $215,376
during  the nine  month  period  ended  December  30,  1995  resulting  in a net
unrealized gain of $317,116 as of December 30, 1995.

Proceeds from the maturity/redemption of bonds totaled $134,000 and $180,000 for
the nine month periods ended December 30, 1995 and 1994, respectively.  Proceeds
from the  maturity/redemption  of bonds  were zero for the three  month  periods
ended December 30, 1995 and 1994, respectively.  No gain or loss was realized on
such  maturities/redemptions  except a $2,008 gain during the nine month  period
ended December 30, 1995.



<PAGE>


                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                                               AS OF DECEMBER 30, 1995
                                                    (UNAUDITED)



3.Investment in Local Partnerships

     As of December 30, 1995, the Partnership owns limited partnership interests
in  nineteen  Local  Partnerships.  In  connection  with the  purchase  of Local
Partnership  Interests,  the  Partnership  made  capital  contributions  in  the
aggregate   amount  of  $34,510,290.   As  of  September  30,  1995,  the  Local
Partnerships  have  outstanding  mortgage loans payable  totaling  approximately
$82,879,000 and accrued  interest  payable on such loans totaling  approximately
$3,154,000, which are secured by security interests and liens common to mortgage
loans on the Local Partnerships' real property and other assets.

                                                                      
As of December 30, 1995, the Investment in Local Partnerships  balance consists 
of the following:

<TABLE>
<CAPTION>

<S>                                                                                   <C>               <C>

      Investment in Local Partnerships as of March 30, 1995                                         $ 11,787,392

      Equity in loss of  Investment  in Local  Partnerships  for the three month
         period ended:
               March 31, 1995                                                     $ (617,737)
               June 30, 1995                                                        (444,481)
               September 30, 1995                                                   (325,482)          (1,387,700) (A)
                                                                                  ------------

      Cash distributions received from Local Partnerships during the three month
         period ended:
               June 29, 1995                                                         (27,350)
               September 29, 1995                                                    (37,150)
               December 30, 1995                                                        -                 (64,500)
                                                                                 --------------      -------------

      Investment in Local Partnerships as of December 30, 1995                                       $  10,335,192
                                                                                                      ============
</TABLE>


(A)    Equity in loss of  Investment  in Local  Partnerships  is limited to each
       Local  Partnership's  investment  balance;  any such excess is applied to
       other partners' capital in any such Local Partnership. The amount of such
       excess  losses  applied  to other  partners'  capital  was  $503,008  and
       $1,605,659 for the three and nine month periods ended September 30, 1995,
       respectively,  and $559,385 and  $1,386,756  for the three and nine month
       periods  ended  September  30,  1994,  respectively,  as reflected in the
       combined  statements of operations  of the Local  Partnerships  reflected
       herein Note 3.

The combined  unaudited balance sheets of the Local Partnerships as of September
30,  1995  and  December  31,  1994 and the  combined  unaudited  statements  of
operations of the Local  Partnerships for the three and nine month periods ended
September 30, 1995 and 1994 are reflected on pages 9 and 10, respectively.


<PAGE>

<TABLE>

                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                  NOTES TO FINANCIAL STATEMENTS - (Continued)
                                               AS OF DECEMBER 30, 1995
                                                     (UNAUDITED)


3.Investment in Local Partnerships - continued

The combined  balance sheets of the Local  Partnerships as of September 30, 1995
and December 31, 1994 are as follows:

                                                          September 30,              December 31,
                                                               1995                      1994
                                                        -----------------         -----------------
<S>                                                             <C>                        <C>   

ASSETS

Cash and other investments                              $     1,624,100            $     1,555,469
Rental receivable                                               177,778                    138,973
Land                                                          4,476,955                  4,476,955
Buildings and improvements, net of accumulated
   depreciation of $26,817,884 and $23,896,741,
   respectively                                              87,303,099                 90,192,257
Escrow deposits and reserves                                  4,199,200                  3,333,945
Other assets                                                  4,649,403                  4,174,379
                                                          -------------               ------------
                                                           $102,430,535               $103,871,978
                                                            ===========                ===========

LIABILITIES AND PARTNERS' EQUITY/(DEFICIT)

Liabilities:

Mortgage loans payable                                    $  82,878,577              $  82,902,618
Due to related parties                                        5,368,278                  5,810,677
Accounts payable and accrued expenses                         1,005,125                    985,414
Notes payable                                                 1,571,231                    100,724
Other liabilities                                             5,406,736                  4,733,106
                                                           ------------               ------------
                                                             96,229,947                 94,532,539
                                                           ------------               ------------

Partners' equity/(deficit):

American Tax Credit Properties L.P.:
   Capital contributions, net of distributions               34,007,639                 34,089,417
   Cumulative loss                                          (23,672,447)               (22,284,747)
                                                           -------------              ------------
                                                             10,335,192                 11,804,670
                                                          -------------              -------------

General partners and other limited partners, including 
   ATCP II: Capital contributions, net of distributions         358,444                    358,444
   Cumulative loss                                           (4,493,048)                (2,823,675)
                                                           ------------               ------------
                                                             (4,134,604)                (2,465,231)
                                                           ------------               ------------
                                                              6,200,588                  9,339,439
                                                          -------------              -------------
                                                           $102,430,535               $103,871,978
                                                            ===========                ===========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                 NOTES TO FINANCIAL STATEMENTS - (Continued)
                                              AS OF DECEMBER 30, 1995
                                                     (UNAUDITED)



3.Investment in Local Partnerships - continued

The combined  statements of operations of the Local  Partnerships  for the three
and nine month periods ended September 30, 1995 and 1994 are as follows:

                                               Three Month         Nine Month         Three Month        Nine Month
                                               Period Ended       Period Ended       Period Ended       Period Ended
                                              September 30,       September 30,      September 30,      September 30,
                                                    1995               1995               1994                1994
                                             ----------------   ----------------   -----------------  ---------------
<S>                                                <C>                 <C>                <C>                 <C>

REVENUES

   Rental                                      $  4,148,731        $11,732,139         $3,679,924        $11,124,526
   Interest and other                                88,411            208,749             82,026            178,109
                                              -------------       ------------        -----------       ------------
Total Revenues                                    4,237,142         11,940,888          3,761,950         11,302,635
                                                -----------        -----------          ---------         ----------

EXPENSES

   Administrative                                   571,781          1,673,643            454,761          1,477,297
   Utilities                                        257,933            919,300            264,430            916,890
   Operating, maintenance and other                 860,545          2,367,181            678,560          2,031,036
   Taxes and insurance                              433,080          1,328,845            425,027          1,229,288
   Interest, including amortization of
     $107,116, $155,172, $28,772 and
     $83,988, respectively                        2,008,753          5,787,849          1,913,562          5,696,269
   Depreciation                                     973,839          2,921,143            961,415          2,883,919
                                              -------------        -----------         ----------        -----------
Total Expenses                                    5,105,931         14,997,961          4,697,755         14,234,699
                                                -----------        -----------          ---------        -----------

NET LOSS                                      $    (868,789)      $ (3,057,073)       $  (935,805)       $(2,932,064)
                                               =============        ===========         ==========         ==========

NET LOSS ATTRIBUTABLE TO
American Tax Credit Properties L.P.           $    (325,482)      $ (1,387,700)       $  (376,078)       $(1,493,985)
General partners and other limited
   partners,  including ATCP II, which 
   includes $503,008,  $1,605,659, $559,385
   and $1,386,756, respectively of American 
   Tax Credit Properties L.P.loss in excess 
   of investment                                   (543,307)        (1,669,373)          (559,727)        (1,438,079)
                                               -------------        -----------          ---------         ----------
                                               $   (868,789)      $ (3,057,073)       $  (935,805)       $(2,932,064)
                                                ============        ===========         ==========         ==========

</TABLE>

The combined  results of operations of the Local  Partnerships for the three and
nine month periods ended  September 30, 1995 are not  necessarily  indicative of
the results that may be expected for an entire operating period.


<PAGE>


                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                              AS OF DECEMBER 30, 1995
                                                    (UNAUDITED)



3.Investment in Local Partnerships - continued

The Partnership owns a 99% limited partnership interest in B & V, Ltd. (the "B &
V Local Partnership"),  located in Homestead,  Florida. In August, 1992, much of
Homestead,  Florida was devastated by Hurricane Andrew and the Property owned by
the B & V Local Partnership  sustained substantial damage. The City of Homestead
has taken, but has not acted upon, administrative action threatening to demolish
approximately  100 apartment  units in the B & V complex  unless  reconstruction
immediately commences. If demolished, the rebuilding of all such apartment units
would be subject to changes in zoning by the City of  Homestead  and the results
of litigation  remedies being pursued by the B & V Local Partnership,  discussed
below.  The damage to the  complex is covered by property  insurance.  The Local
General  Partner  of the B & V Local  Partnership,  on behalf of the B & V Local
Partnership  and at the  insistence  of the  insurance  company,  entered into a
contract with a particular contractor to repair the damage. After some delay the
insurance company partially funded insurance proceeds to rebuild the complex and
repairs  commenced;  however,  on  or  about  March  30,  1994,  the  contractor
discontinued  the repair work due to a dispute  concerning costs and the refusal
of the insurance company to advance  additional funds. The insurance carrier has
ceased making rental interruption insurance payments and the lender has declared
a default.  The Local General  Partner of the B & V Local  Partnership has taken
the position that the insurance  company has defaulted  under its obligations to
fully  fund  the  reconstruction  of  the  property  and  make  required  rental
interruption  insurance  payments.  Accordingly,  the  Partnership is pursuing a
lawsuit against the insurance  company in State court. The Local General Partner
of the B & V Local Partnership has agreed with the lender and the Partnership to
effect a plan of action.  The  objectives of the plan are to seek the protection
of the  bankruptcy  court,  stop the  City of  Homestead's  demolition  process,
complete  reconstruction  of the buildings,  preserve the Low-income Tax Credits
and avoid  foreclosure  by working  with the lender and allowing the B & V Local
Partnership to pursue litigation remedies against the insurance companies. As of
February 7, 1996, 52 dwelling  units are completed and occupied (12 of which are
awaiting  certification of tenants by Dade County) and another 16 dwelling units
will be under construction  shortly.  According to the plan of action, the B & V
Local  Partnership  filed a petition of bankruptcy  under Chapter 11 on November
21, 1994. The bankruptcy court decided to have the action against the contractor
and its bonding  company  settled in binding  arbitration  rather than through a
bankruptcy proceeding. Accordingly, the B & V Local Partnership has commenced an
action directly  against the contractor and the  contractor's  bonding  company.
Each of the parties (the B & V Local  Partnership,  the insurance  company,  the
contractor  and  the  contractor's   bonding  company)  agreed  to  a  voluntary
nonbinding  mediation process. As of January 31, 1996, one mediation meeting has
taken place at which time the insurance  company offered a settlement  which was
rejected  by the Local  General  Partner of the B & V Local  Partnership.  It is
anticipated  that  other  mediation  meeting  will be held in the  near  future.
Lastly,  the City of Homestead  has filed an action in order to take 4 buildings
comprising  32 apartment  units by eminent  domain  proceeding.  Although such a
process could result in a recapture of Low-income Tax Credits and loss of future
Low-income  Tax Credits,  there would be an  associated  judicial  proceeding in
which the B & V Local  Partnership  would  argue for  significant  damages  from
economic loss. Accordingly,  because of the outstanding matters, including those
associated  with the bankruptcy  plan,  there can be no assurance that the Local
General Partner of the B & V Local  Partnership will eventually be successful in
implementing  this plan and  reconstructing  the  entire  complex.  If it is not
successful,  the partners of the Partnership  could suffer partial  recapture of
previous Low-income Tax Credits and a reduction of future Low-income Tax Credits
generated by the B & V Local Partnership. A disaster of this scale is an unusual
event.  Because the  magnitude  of  destruction  caused by  Hurricane  Andrew in
Southern  Florida has limited  precedent it is not possible to determine at this
time the final economic  impact  resulting  from  Hurricane  Andrew on the B & V
Local Partnership, even if reconstructed.



<PAGE>


                                     AMERICAN TAX CREDIT PROPERTIES L.P.

                                NOTES TO FINANCIAL STATEMENTS - (Continued)
                                           AS OF DECEMBER 30, 1995
                                                  (UNAUDITED)



3.Investment in Local Partnerships - continued

     The General Partner has taken the position that temporary  vacancies do not
result in either a loss or delay of  Low-income  Tax Credits  while  attempts to
conduct  repairs  are  being  made  and,  based on  circumstances  to date,  the
Partnership   may  continue  to  utilize  the  Low-income  Tax  Credits  without
interruption.   However,  the  Partnership's  tax  professionals  have  recently
informed the Partnership that, based upon a 1995 revenue procedure, the Internal
Revenue Service could challenge the position taken by the Partnership concerning
the  uninterrupted  utilization of the  Low-income Tax Credits,  with respect to
units not completed,  after December 31,1994.  In addition,  if any of the units
were to be sold or not  reconstructed,  it would result in a reduction of future
Low-income Tax Credits and partial  recapture of previous  Low-income Tax Credit
with respect to those units. Of the  Partnership's  total annual  Low-income Tax
Credits,  approximately  $409,000 is allocated from the B & V Local  Partnership
which represents  approximately 6.4% of the total annual Low-income Tax Credits.
The  Low-income  Tax Credits  with  respect to the B & V Local  Partnership  are
scheduled to expire in 1998.

  
     The B & V Local Partnership has deferred the recognition of the proceeds of
the rental  interruption  insurance,  and is not accruing for additional  rental
interruption  insurance as part of its claim for damages  against the  insurance
company  (see  discussion   above),   while   recognizing   expenses   currently
(principally  mortgage interest and real estate taxes).  In addition,  the B & V
Local Partnership is not recognizing  depreciation  expense while the complex is
in the process of being reconstructed.  The Partnership's  investment balance in
the B & V Local Partnership is zero as of December 30, 1995.

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V Local Partnership (see discussion above),  during the year ended March
30, 1995, the Partnership  acquired a 98% limited partnership equity interest in
B & V Phase  I,  Ltd.  (the "B & V Phase  I Local  Partnership"),  which  owns a
97-unit,  Section 8 assisted  apartment  complex located in Homestead,  Florida,
from principals of the Local General Partner of the B & V Local Partnership. The
purpose of acquiring an interest in the B & V Phase I Local  Partnership  was to
mitigate  potential adverse  consequences of a loss of Low-income Tax Credits in
the event that the rebuilding of the apartment  complex owned by the B & V Local
Partnership  is not  completed.  Under  the  terms  of the  limited  partnership
agreement between the Partnership and the B & V Phase I Local  Partnership,  the
Partnership  made  its full  capital  contribution  of  $140,000  (by  utilizing
reserves)  in October,  1994 with total  Low-income  Tax Credits  expected to be
allocated to the Partnership  over the period 1994 through 1998 of approximately
$499,000.  In August, 1992, the B & V Phase I Local Partnership was also damaged
by Hurricane Andrew. As of January 31, 1996,  approximately 54 of the units were
complete and occupied.  The B & V Phase I Local Partnership  received permission
to occupy the remaining  units as of October 25, 1995.  Under an agreement  with
the lender,  the B & V Phase I Local  Partnership  was to  commence  paying debt
service  in  January,  1995  which  was  to  coincide  with  the  completion  of
construction.  However,  due to  construction  delays,  the B & V  Phase I Local
Partnership has not commenced making such payments.  As a result, the lender has
declared a default under the terms of the mortgage and the Local General Partner
of the B & V Phase I Local  Partnership  is having  discussions  with the lender
regarding a loan restructuring.  The Partnership's investment balance in the B &
V Phase I Local  Partnership,  after the allocation of cumulative equity losses,
is zero as of December 30, 1995.

4.Additional Information

Additional   information,   including  the  audited  March  30,  1995  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,  1995 on file with the  Securities  and  Exchange
Commission.



<PAGE>



                                            AMERICAN TAX CREDIT PROPERTIES L.P.



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

As of December 30, 1995,  Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1995.  Principal changes in assets
are comprised of quarterly periodic transactions and adjustments and anticipated
equity in loss from operations of the Local Partnerships.  During the nine month
period ended December 30, 1995,  Registrant  received cash from interest  earned
from investments of working capital reserves, inclusive of amounts accrued as of
March 30, 1995, of approximately  $215,000 and cash distributions from the Local
Partnerships of approximately  $65,000.  Registrant paid approximately  $145,000
for   administration   fees,   approximately   $70,000  for  professional  fees,
approximately  $175,000  for  management  fees  and  approximately  $16,000  for
printing,  postage  and other  expenses.  During  the nine  month  period  ended
December   30,   1995,   Registrant   had  a  net   unrealized   gain  on  bonds
available-for-sale of approximately $216,000, resulting in a net unrealized gain
of approximately $317,000 reflected in Registrant's  partners'  equity/(deficit)
as of December 30, 1995. Accordingly,  cash and cash equivalents and investments
in  bonds  available-for-sale  increased,  in the  aggregate,  by  approximately
$90,000  during the nine month period ended  December 30, 1995.  During the nine
month period  ended  December 30, 1995,  the  Investment  in Local  Partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the nine month period ended  September  30, 1995 of  $1,387,700  and by cash
distributions  received from Local Partnerships of $64,500. In addition,  during
the nine month period ended December 30, 1995, Registrant received $134,000 from
the maturity of investments in bonds available-for-sale held for working capital
purposes.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico.  The rents of these  Properties are controlled by federal and state
agencies.  In the event rents are not  sufficient to cover  operating  expenses,
mandatory debt service  requirements,  and other charges not considered probable
at the time of the investment in a Local  Partnership  by Registrant,  the Local
General  Partners  are  obligated  to provide  advances to cover  deficits for a
certain  period  of  time  up to  certain  amounts  (the  "Deficit  Guarantee").
Substantially all of the Deficit Guarantee periods have expired. A Local General
Partner's  funding of such Deficit  Guarantee  is dependent on its  liquidity or
ability to borrow  the  required  funds.  During  the nine  month  period  ended
September 30, 1995,  revenues from operations,  Deficit  Guarantee  advances and
reserves of the Local  Partnerships  have generally been sufficient to cover the
operating expenses and mandatory debt service.  Certain Local Partnerships,  not
discussed  below,  are  effectively  operating  at or near  break  even  levels,
although such Local  Partnerships'  accounting  information  reflects  operating
deficits that do not represent cash deficits due to their mortgage and financing
structure and the required  deferral of property  management  fees. As discussed
below, one Local Partnership's  operating information indicates below break even
operations  after taking into account its mortgage and the  financing  structure
and the required deferral of property management fees.

The terms of the partnership agreement of Federal Apartments Limited Partnership
(the  "Federal  Local  Partnership")  require the Local  General  Partner of the
Federal  Local  Partnership  to cause  the  management  agent to defer  property
management fees in order to avoid a default under the mortgage.  As of September
30,  1995,  the Local  General  Partner of the  Federal  Local  Partnership  has
provided  cumulative  advances  of  approximately  $443,000  under  the  Deficit
Guarantee which has expired. The Federal Local Partnership incurred an operating
deficit for the nine month  period  ended  September  30, 1995 of  approximately
$110,000,  which includes property management fees of approximately $59,000. The
resulting  net  operating   deficit  of  the  Federal   Local   Partnership   of
approximately  $51,000  includes  various  fixed  asset  additions  and  capital
improvements  of  approximately  $75,000.  The 1995 deficit has been funded from
Local General Partner  advances of  approximately  $43,000,  the repayment of an
amount due from the Local  General  Partner  of  approximately  $19,000  and the
receipt of an escrow overage of approximately $47,000. The Local General Partner
of the Federal Local  Partnership has reported that all mortgage and real estate
tax payments  are current.  The Federal  Local  Partnership  has filed a lawsuit
against,  among  others,  the United  States  Department  of  Housing  and Urban
Development ("HUD"), alleging that HUD used an incorrect figure for debt service
in  determining  the base rent  component  of the  Federal  Local  Partnership's
Housing  Assistance  Payments  Contract  rents,  resulting  in  rents at a level
insufficient to service the Federal Local  Partnership's  first mortgage.  Among
other things, the court has remanded HUD to review the rent computations used in
determining  the base rent  component.  The Local General Partner of the Federal
Local Partnership is unable to determine at this time the final amounts that may
be recoverable.

Registrant  owns a 99% limited  partnership  interest in B & V, Ltd. (the "B & V
Local  Partnership"),  located in Homestead,  Florida. In August,  1992, much of
Homestead,  Florida was devastated by Hurricane Andrew and the Property owned by
the B & V Local Partnership  sustained substantial damage. The City of Homestead
has taken, but has not acted upon, administrative action threatening to demolish
approximately  100 apartment  units in the B & V complex  unless  reconstruction
immediately commences. If demolished, the rebuilding of all such apartment units
would be subject to changes in zoning by the City of  Homestead  and the results
of litigation  remedies being pursued by the B & V Local Partnership,  discussed
below.  The damage to the  complex is covered by property  insurance.  The Local
General  Partner  of the B & V Local  Partnership,  on behalf of the B & V Local
Partnership  and at the  insistence  of the  insurance  company,  entered into a
contract with a particular contractor to repair the damage. After some delay the
insurance company partially funded insurance proceeds to rebuild the complex and
repairs  commenced;  however,  on  or  about  March  30,  1994,  the  contractor
discontinued  the repair work due to a dispute  concerning costs and the refusal
of the insurance company to advance  additional funds. The insurance carrier has
ceased making rental interruption insurance payments and the lender has declared
a default.  The Local General  Partner of the B & V Local  Partnership has taken
the position that the insurance  company has defaulted  under its obligations to
fully  fund  the  reconstruction  of  the  property  and  make  required  rental
interruption  insurance  payments.  Accordingly,  the  Partnership is pursuing a
lawsuit against the insurance  company in State Court. The Local General Partner
of the B & V Local  Partnership  has agreed  with the lender and  Registrant  to
effect a plan of action.  The  objectives of the plan are to seek the protection
of the  bankruptcy  court,  stop the  City of  Homestead's  demolition  process,
complete  reconstruction  of the buildings,  preserve the Low-income Tax Credits
and avoid  foreclosure  by working  with the lender and allowing the B & V Local
Partnership to pursue litigation remedies against the insurance companies. As of
February 7, 1996, 52 dwelling  units are completed and occupied (12 of which are
awaiting  certification of tenants by Dade County) and another 16 dwelling units
will be under construction  shortly.  According to the plan of action, the B & V
Local  Partnership  filed a petition of bankruptcy  under Chapter 11 on November
21, 1994. The bankruptcy court decided to have the action against the contractor
and its bonding  company  settled in binding  arbitration  rather than through a
bankruptcy proceeding. Accordingly, the B & V Local Partnership has commenced an
action directly  against the contractor and the  contractor's  bonding  company.
Each of the parties (the B & V Local  Partnership,  the insurance  company,  the
contractor  and  the  contractor's   bonding  company)  agreed  to  a  voluntary
nonbinding  mediation process. As of January 31, 1996, one mediation meeting has
taken place at which time the insurance  company offered a settlement  which was
rejected  by the Local  General  Partner of the B & V Local  Partnership.  It is
anticipated  that  other  mediation  meetings  will be held in the near  future.
Lastly,  the City of Homestead  has filed an action in order to take 4 buildings
comprising  32 apartment  units by eminent  domain  proceeding.  Although such a
process could result in a recapture of Low-income Tax Credits and loss of future
Low-income  Tax Credits,  there would be an  associated  judicial  proceeding in
which the B & V Local  Partnership  would  argue for  significant  damages  from
economic loss. Accordingly,  because of the outstanding matters, including those
associated  with the bankruptcy  plan,  there can be no assurance that the Local
General Partner of the B & V Local  Partnership will eventually be successful in
implementing  this plan and  reconstructing  the  entire  complex.  If it is not
successful,  the  partners of  Registrant  could  suffer  partial  recapture  of
previous Low-income Tax Credits and a reduction of future Low-income Tax Credits
generated by the B & V Local Partnership. A disaster of this scale is an unusual
event.  Because the  magnitude  of  destruction  caused by  Hurricane  Andrew in
Southern  Florida has limited  precedent it is not possible to determine at this
time the final economic  impact  resulting  from  Hurricane  Andrew on the B & V
Local Partnership, even if reconstructed.

     The General Partner has taken the position that temporary  vacancies do not
result in either a loss or delay of  Low-income  Tax Credits  while  attempts to
conduct repairs are being made and, based on circumstances  to date,  Registrant
may  continue  to utilize  the  Low-income  Tax  Credits  without  interruption.
However,  Registrant's tax professionals have recently informed Registrant that,
based  upon a  1995  revenue  procedure,  the  Internal  Revenue  Service  could
challenge  the  position  taken  by  Registrant   concerning  the  uninterrupted
utilization of the Low-income Tax Credits,  with respect to units not completed,
after December 31, 1994. In addition, if any of the units were to be sold or not
reconstructed,  it would result in a reduction of future  Low-income Tax Credits
and partial  recapture of previous  Low-income Tax Credits with respect to those
units.  Of  Registrant's  total annual  Low-income  Tax  Credits,  approximately
$409,000  is  allocated  from  the B & V  Local  Partnership,  which  represents
approximately  6.4% of the total annual  Low-income Tax Credits.  The Low-income
Tax Credits with respect to the B & V Local  Partnership are scheduled to expire
in 1998.

The B & V Local  Partnership has deferred the recognition of the proceeds of the
rental  interruption  insurance,  and  is not  accruing  for  additional  rental
interruption  insurance as part of its claim for damages  against the  insurance
company  (see  discussion   above),   while   recognizing   expenses   currently
(principally  mortgage interest and real estate taxes).  In addition,  the B & V
Local Partnership is not recognizing  depreciation  expense while the complex is
in the process of being reconstructed.  Registrant's investment balance in the B
& V Local Partnership is zero as of December 30, 1995.

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V Local Partnership (see discussion above),  during the year ended March
30, 1995, Registrant acquired a 98% limited partnership equity interest in B & V
Phase I, Ltd.  (the "B & V Phase I Local  Partnership"),  which  owns a 97-unit,
Section 8  assisted  apartment  complex  located  in  Homestead,  Florida,  from
principals  of the Local  General  Partner of the B & V Local  Partnership.  The
purpose of acquiring an interest in the B & V Phase I Local  Partnership  was to
mitigate potential adverse consequences of loss of Low-income Tax Credits in the
event that the  rebuilding  of the  apartment  complex  owned by the B & V Local
Partnership  is not  completed.  Under  the  terms  of the  limited  partnership
agreement between Registrant and the B & V Phase I Local Partnership, Registrant
made its full  capital  contribution  of $140,000  (by  utilizing  reserves)  in
October,  1994 with total  Low-income  Tax Credits  expected to be  allocated to
Registrant  over the period 1994  through  1998 of  approximately  $499,000.  In
August,  1992, the B & V Phase I Local Partnership was also damaged by Hurricane
Andrew. As of January 31, 1996,  approximately 54 of the units were complete and
occupied.  The B & V Local  Phase I Local  Partnership  received  permission  to
occupy the remaining  units as of October 25, 1995.  Under an agreement with the
lender,  the B & V Phase I Local Partnership was to commence paying debt service
in January,  1995 which was to coincide  with the  completion  of  construction.
However, due to construction delays, the B & V Phase I Local Partnership has not
commenced making such payments.  As a result,  the lender has declared a default
under the terms of the mortgage and the Local General Partner of the B & V Phase
I Local  Partnership  is having  discussions  with the lender  regarding  a loan
restructuring.  Registrant's  investment  balance  in the B & V  Phase  I  Local
Partnership,  after the allocation of cumulative  equity  losses,  is zero as of
December 30,1995.

Results of Operations.

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies.  Registrant  accounts for its  investments  in Local  Partnerships  in
accordance  with the equity  method of  accounting.  Under the equity  method of
accounting,  the  investment  is carried at cost when paid,  and is adjusted for
Registrant's share of the Local  Partnership's  results of operations and by any
cash  distributions  received.  Equity  in  loss  of each  Investment  in  Local
Partnership  allocated to  Registrant  is recognized to the extent of such Local
Partnership's investment balance, as recorded by Registrant.  Any equity in loss
in excess of any such Local  Partnership's  investment  balance is  allocated to
other partners' capital in each such Local Partnership.  Distributions  received
subsequent to the  elimination of an investment  balance for any such Investment
in a Local Partnership are recorded as revenue by Registrant.

Cumulative  losses  and cash  distributions  in  excess of  Investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. Accordingly,  cumulative losses and cash
distributions  in excess of the  investment  are not  necessarily  indicative of
adverse  operating  results of a Local  Partnership.  See discussion above under
Material Changes in Financial Condition regarding a Local Partnership  currently
operating  below  economic  break  even  levels.  In the case of the B & V Local
Partnership,  losses  have  been  exacerbated  due  to  consequences  caused  by
Hurricane Andrew and the policy of recognizing  expenses currently  (principally
mortgage  interest  and real  estate  taxes),  while not  recognizing  potential
proceeds resulting from the claims discussed above. Such results may be reversed
in a future period, pending the outcome of the reconstruction of the complex and
results of the litigation discussed above.

Three Month Period Ended December 30, 1995.

For the three month period ended December 30, 1995, Registrant had a net loss of
approximately $392,000,  which included an equity in loss of Investment in Local
Partnerships  of  approximately  $326,000  for  the  three  month  period  ended
September 30, 1995. Registrant's loss from operations for the three month period
ended December 30, 1995 of  approximately  $66,000 was  attributable to interest
revenue of approximately  $68,000 earned on investments held for working capital
purposes,  exceeded by operating  expenses of approximately  $134,000.  Although
Registrant's  operating  expenses are expected to remain fairly stable,  the net
results of operations for the three month period ended December 30, 1995 are not
necessarily indicative of the results that may be expected in future periods.

The Local  Partnerships' net loss of approximately  $869,000 for the three month
period ended September 30, 1995 was  attributable to rental and other revenue of
approximately  $4,237,000,  exceeded  by  operating  and  interest  expenses  of
approximately  $4,025,000  and  approximately  $1,081,000  of  depreciation  and
amortization expenses.  Although the operating results of the Local Partnerships
are expected to remain  fairly stable (with the exception of the effect of the B
& V Local  Partnership,  as described above),  the results of operations for the
three month period ended  September 30, 1995 are not  necessarily  indicative of
the results that may be expected in future periods.


Three Month Period Ended December 30, 1994.

For the three month period ended December 30, 1994, Registrant had a net loss of
approximately $424,000,  which included an equity in loss of Investment in Local
Partnerships  of  approximately  $376,000  for  the  three  month  period  ended
September 30, 1994. Registrant's loss from operations for the three month period
ended December 30, 1994 of  approximately  $48,000 was  attributable to interest
revenue of approximately  $76,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $124,000.

The Local  Partnerships' net loss of approximately  $936,000 for the three month
period ended September 30, 1994 was  attributable to rental and other revenue of
approximately  $3,762,000,  exceeded  by  operating  and  interest  expenses  of
approximately   $3,708,000  and  approximately   $990,000  of  depreciation  and
amortization expenses.

Nine Month Period Ended December 30, 1995.

For the nine month period ended December 30, 1995,  Registrant had a net loss of
approximately  $1,532,000,  which  included an equity in loss of  Investment  in
Local  Partnerships of approximately  $1,388,000 for the nine month period ended
September 30, 1995.  Registrant's loss from operations for the nine month period
ended December 30, 1995 of  approximately  $144,000 was attributable to interest
revenue of approximately $211,000 earned on investments held for working capital
purposes,  exceeded by operating  expenses of approximately  $355,000.  Although
Registrant's  operating  expenses are expected to remain fairly stable,  the net
results of operations  for the nine month period ended December 30, 1995 are not
necessarily indicative of the results that may be expected in future periods.

The Local Partnerships' net loss of approximately  $3,057,000 for the nine month
period ended September 30, 1995 was  attributable to rental and other revenue of
approximately  $11,941,000,  exceeded  by  operating  and  interest  expenses of
approximately  $11,922,000  and  approximately  $3,076,000 of  depreciation  and
amortization expenses.  Although the operating results of the Local Partnerships
are expected to remain  fairly stable (with the exception of the effect of the B
& V Local  Partnership,  as described above),  the results of operations for the
nine month period ended September 30, 1995 are not necessarily indicative of the
results that may be expected in future periods.

Nine Month Period Ended December 30, 1994.

For the nine month period ended December 30, 1994,  Registrant had a net loss of
approximately  $1,621,000,  which  included an equity in loss of  Investment  in
Local  Partnerships of approximately  $1,494,000 for the nine month period ended
September 30, 1994.  Registrant's loss from operations for the nine month period
ended December 30, 1994 of  approximately  $127,000 was attributable to interest
revenue of approximately $224,000 earned on investments held for working capital
purposes, exceeded by operating expenses of approximately $351,000.

The Local Partnerships' net loss of approximately  $2,932,000 for the nine month
period ended September 30, 1994 was  attributable to rental and other revenue of
approximately  $11,303,000,  exceeded  by  operating  and  interest  expenses of
approximately  $11,267,000  and  approximately  $2,968,000 of  depreciation  and
amortization expenses.

Three and Nine Month Periods Ended December 30, 1995 versus Three and Nine Month
Periods Ended December 30, 1994.

Registrant's  operations  for the three month  period  ended  December  30, 1995
resulted  in a net loss of  approximately  $392,000 as compared to a net loss of
approximately  $424,000 for the same period in 1994. The decrease in net loss is
primarily  attributable  to a decrease  in the equity in loss of  Investment  in
Local Partnerships of approximately  $51,000, which is primarily a result of (i)
an increase in the net operating income of the Local Partnerships resulting from
a retroactive rent increase received by one of the Local Partnerships and (ii) a
decrease in losses in excess of Registrant's investment in Local Partnerships of
approximately $56,000 in accordance with the equity method of accounting.



Registrant's  operations  for the nine month  period  ended  December  30,  1995
resulted in a net loss of approximately  $1,532,000 as compared to a net loss of
approximately  $1,621,000  for the same period in 1994. The decrease in net loss
is primarily  attributable  to a decrease in the equity in loss of Investment in
Local Partnerships of approximately  $106,000.  The equity in loss of Investment
in Local  Partnerships  decreased for the nine month period ended  September 30,
1995 as compared to the nine month period ended September 30, 1994, primarily as
a result of an increase in losses in excess of Registrant's  investment in Local
Partnerships of approximately  $219,000, in accordance with the equity method of
accounting, partially offset by an increase in current losses of the B & V Phase
I Local Partnership which was acquired in October 1994.

Although the Local Partnerships'  operating and maintenance costs have increased
for the nine  months  ended  September  30,  1995 as compared to the nine months
ended  September 30, 1994,  they are comparable to the total  expenses  incurred
during the year ended  December 31, 1994.  Equity in loss of Investment in Local
Partnerships  is expected to decrease  as  Registrant's  investment  balances in
additional Local Partnerships become zero.



<PAGE>



                                          AMERICAN TAX CREDIT PROPERTIES L.P.

                                             Part II - OTHER INFORMATION.



Item 1.  Legal Proceedings.

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

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

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

                  On December 16, 1993,  the Federal Local  Partnership  filed a
lawsuit  against  Henry  Cisneros  (in his  capacity as  Secretary of the United
States  Department  of Housing and Urban  Development  ("HUD"))  and the Housing
Authority of the City of Fort  Lauderdale,  Florida  ("FLHA") for  violating the
Administrative  Procedure Act. The suit was filed in the United States  District
Court,  Southern  District of Florida (the  "Court").  The suit alleges that the
defendants  used an incorrect  figure for debt service in  determining  the base
rent component of the Federal Local  Partnership's  Housing Assistance  Payments
Contract  rents,  resulting  in rents at a level  insufficient  to  service  the
Federal Local Partnership's  co-insured first mortgage and, as a further result,
the amount of the maximum  insurable  first  mortgage  was reduced and the Local
General Partner of the Federal Local  Partnership  had to provide  approximately
$1,299,000 to the Federal Local Partnership. The Federal Local Partnership seeks
payment of the  difference in rents dating from 1988 to the present and recovery
of all legal fees.  The Local General  Partner of the Federal Local  Partnership
estimates that the annual  difference in rents  resulting  from the  defendants'
methods is approximately  $180,000.  Although the Court has ruled that HUD acted
within its authority in denying  certain  change  orders  incurred in connection
with the development of the property owned by the Federal Local Partnership, the
Court also remanded HUD to review the rent  computations used in determining the
base rent component.  The Local General Partner of the Federal Local Partnership
expects to appeal the Court's ruling regarding the change orders,  the impact of
which is approximately  $60,000 per year according to the Local General Partner.
The Federal  Local  Partnership  is unable to  determine  at this time the final
amounts that may be recoverable from HUD and/or FLHA. 

Registrant   is  not aware of  any  other   material   legal proceedings.      


Item 2.  Changes in Securities.

         None

Item 3.  Defaults Upon Senior Securities.

                  As discussed in Part I, Item 1 - Financial Statements and Part
I, Item 2 -  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations,  the mortgagee of the first mortgage underlying the B & V
Local  Partnership has declared a default due to circumstances  arising from the
damage to the property  resulting  from  Hurricane  Andrew in August,  1992. The
mortgagee  has  agreed to  participate  in a plan to resolve  the  circumstances
concerning the B & V Local  Partnership  discussed in Part 1, Item 1 and Part 1,
Item 2 herein.

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

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

         None

Item 5.  Other Information.

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

Item 6.  Exhibits and Reports on Form 8-K.

         None




<PAGE>



                                                    SIGNATURES


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


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

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

                                        by: Richman Tax Credit Properties Inc.,
                                                    general partner


Date: February 13, 1996                  /s/ Richard Paul Richman
      -----------------                  ------------------------
                                         Richard Paul Richman
                                         President, Chief Executive Officer and
                                         Director of the general partner of the
                                         General Partner


Date: February 13, 1996                  /s/ Neal Ludeke
      -----------------                  ---------------
                                          Neal Ludeke
                                          Treasurer of the general partner
                                          of the General Partner
                                          (Principal Financial and Accounting
                                          Officer of Registrant)