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, 1999

                                                         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                                                           Page


Balance Sheets.................................................................3

Statements of Operations.......................................................4

Statements of Cash Flows.......................................................5

Notes to Financial Statements..................................................7


<PAGE>
<TABLE>
<CAPTION>

                                   AMERICAN TAX CREDIT PROPERTIES L.P.
                                            BALANCE SHEETS
                                             (UNAUDITED)



                                                                                September 29,            March 30,
                                                                  Notes             1999                   1999
                                                                  -----         -------------          ------------
<S>                                                               <C>           <C>                    <C>

ASSETS

Cash and cash equivalents                                                       $     161,685          $     86,232
Investments in bonds available-for-sale                             2               2,526,673             2,706,269
Investment in local partnerships                                    3               3,082,897             3,628,899
Interest receivable                                                                    51,421                57,005
                                                                                -------------          ------------
                                                                                $   5,822,676          $  6,478,405
                                                                                =============          ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                            4           $      58,373          $     91,698
   Payable to general partner                                                         131,595                43,861
                                                                                -------------          ------------
                                                                                      189,968               135,559
                                                                                -------------          ------------

Commitments and contingencies                                      3,4

Partners' equity (deficit)

   General partner                                                                   (310,588)             (304,341)
   Limited partners (41,286 units of limited partnership
     interest outstanding)                                                          5,821,714             6,440,125
   Accumulated other comprehensive income, net                      2                 121,582               207,062
                                                                                -------------          ------------
                                                                                    5,632,708             6,342,846
                                                                                -------------          ------------

                                                                                $   5,822,676          $  6,478,405
                                                                                =============          ============

</TABLE>
                                          See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

                                           AMERICAN TAX CREDIT PROPERTIES L.P.
                                                 STATEMENTS OF OPERATIONS
                                                       (UNAUDITED)



                                                          Three Months         Six Months         Three Months          Six Months
                                                             Ended               Ended               Ended                Ended
                                                         September 29,        September 29,       September 29,        September 29,
                                            Notes            1999                1999                1998                 1998
                                            -----        ------------         ------------        ------------         ------------
<S>                                         <C>          <C>                  <C>                 <C>                  <C>

REVENUE

Interest                                                 $     46,614         $     94,383        $     56,594         $    110,888
Other income from local partnerships           3                6,250               13,750               3,750                6,225
                                                         ------------         ------------        ------------         ------------

TOTAL REVENUE                                                  52,864              108,133              60,344              117,113
                                                         ------------         ------------        ------------         ------------
EXPENSES

Administration fees                            4               45,931               91,862              45,931               91,862
Management fee                                                 43,867               87,734              43,867               87,734
Professional fees                                              16,706               73,421              36,075               55,702
Printing, postage and other                                     8,496               17,780               3,475               16,305
                                                         ------------         ------------        ------------         ------------

TOTAL EXPENSES                                                115,000              270,797             129,348              251,603
                                                         ------------         ------------        ------------         ------------

Loss from operations                                          (62,136)            (162,664)            (69,004)            (134,490)

Equity in loss of investment in local
   partnerships                                3             (258,077)            (461,994)           (278,234)            (623,345)
                                                         ------------         ------------        ------------         ------------

NET LOSS                                                     (320,213)            (624,658)           (347,238)            (757,835)

Other comprehensive income (loss)              2              (30,248)             (85,480)             90,234               85,189
                                                         ------------         ------------        ------------         ------------

COMPREHENSIVE LOSS                                       $   (350,461)        $   (710,138)       $   (257,004)        $   (672,646)
                                                         ============         ============        ============         ============


NET LOSS ATTRIBUTABLE TO

   General partner                                       $     (3,203)        $     (6,247)       $     (3,472)        $     (7,578)
   Limited partners                                          (317,010)            (618,411)           (343,766)            (750,257)
                                                         ------------         ------------        ------------         ------------

                                                         $   (320,213)        $   (624,658)       $   (347,238)        $   (757,835)
                                                         ============         ============        ============         ============


NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                                 $      (7.68)        $     (14.98)       $      (8.33)        $     (18.17)
                                                         ============         ============        ============         ============

</TABLE>

                                            See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

                                            AMERICAN TAX CREDIT PROPERTIES L.P.
                                                 STATEMENTS OF CASH FLOWS
                                       SIX MONTHS ENDED SEPTEMBER 29, 1999 AND 1998
                                                       (UNAUDITED)



                                                                                     1999                 1998
                                                                                -------------         ------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                               $     105,495         $    114,916
Cash paid for
     administration fees                                                              (76,380)             (76,380)
     professional fees                                                               (130,226)             (76,902)
     printing, postage and other expenses                                              (9,782)             (16,307)
                                                                                -------------         ------------

Net cash used in operating activities                                                (110,893)             (54,673)
                                                                                -------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                                                      (55,332)
Cash distributions and other income from local partnerships                           153,090                6,225
Investments in bonds (includes $386 of accrued interest in 1998)                     (257,558)            (260,814)
Maturities/redemptions of bonds                                                       346,146
                                                                                -------------         ------------

Net cash provided by (used in) investing activities                                   186,346             (254,589)
                                                                                -------------         ------------

Net increase (decrease) in cash and cash equivalents                                   75,453             (309,262)

Cash and cash equivalents at beginning of period                                       86,232              388,431
                                                                                -------------         ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $     161,685         $     79,169
                                                                                =============         ============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net          $     (85,480)        $     85,189
                                                                                =============         ============


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

</TABLE>

                                            See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>



                                           AMERICAN TAX CREDIT PROPERTIES L.P.
                                          STATEMENTS OF CASH FLOWS - (Continued)
                                       SIX MONTHS ENDED SEPTEMBER 29, 1999 AND 1998
                                                       (UNAUDITED)



                                                                                           1999                   1998
                                                                                        -----------            -----------
<S>                                                                                     <C>                    <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                                $  (624,658)           $  (757,835)

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

   Equity in loss of investment in local partnerships                                       461,994                623,345
   Distributions from local partnerships classified as other income                         (13,750)                (6,225)
   Amortization of net premium on investments in bonds                                       13,690                 16,609
   Accretion of zero coupon bonds                                                            (8,162)                (8,162)
   Decrease (increase) in interest receivable                                                 5,584                 (4,419)
   Decrease in accounts payable and accrued expenses                                        (33,325)                (5,720)
   Increase in payable to general partner                                                    87,734                 87,734
                                                                                        -----------            -----------

NET CASH USED IN OPERATING ACTIVITIES                                                   $  (110,893)           $   (54,673)
                                                                                        ===========            ===========

</TABLE>

                                            See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1999
                                   (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  September  29,  1999  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  six  month  periods  ended  September  29,  1999  are  not
     necessarily  indicative  of the results that may be expected for the entire
     year.


2.   Investments in Bonds Available-For-Sale

     As of September 29, 1999,  certain  information  concerning  investments in
     bonds available-for-sale is as follows:

                                                                      Gross             Gross
                                                  Amortized        unrealized         unrealized           Estimated
      Description and maturity                       cost             gains             losses            fair value
      ------------------------                   -----------       ----------         ----------         -----------
      <S>                                        <C>               <C>                <C>                <C>

      Corporate debt securities
        After one year through five years        $   150,915       $    2,210         $       --         $   153,125
        After five years through ten years           759,090            7,820             (2,090)            764,820
                                                 -----------       ----------         ----------         -----------

                                                     910,005           10,030             (2,090)            917,945
                                                 -----------       ----------         ----------         -----------
      U.S. Treasury debt securities
        Within one year                              257,281               --               (122)            257,159
        After one year through five years            999,693          129,080                 --           1,128,773
                                                 -----------       ----------         ----------         -----------

                                                   1,256,974          129,080               (122)          1,385,932
                                                 -----------       ----------         ----------         -----------
      U.S. government and agency securities
        After five years through ten years           238,112               --            (15,316)            222,796
                                                 -----------       ----------         ----------         -----------

                                                 $ 2,405,091       $  139,110         $  (17,528)        $ 2,526,673
                                                 ===========       ==========         ==========         ===========

</TABLE>

     The Partnership  has provided  collateral for a standby letter of credit in
     the amount of $242,529  issued in  connection  with Cobbet Hill  Associates
     Limited  Partnership  ("Cobbet") under the terms of the financing documents
     whereby the lender has required security for future operating deficits,  if
     any,  of  Cobbet.  The  letter of credit is  secured  by the  Partnership's
     investment in a U.S. Treasury bond with an estimated fair value of $257,159
     as of  September  29, 1999.  As of November 12, 1999,  no amounts have been
     drawn under the terms of the letter of credit.
<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1999
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,520,823.  As of June 30, 1999, the Local  Partnerships have outstanding
     mortgage  loans  payable  totaling  approximately  $72,825,000  and accrued
     interest payable on such loans totaling approximately $3,732,000, which are
     secured by security  interests  and liens  common to mortgage  loans on the
     Local Partnerships' real property and other assets.

     For the six months  ended  September  29,  1999,  the  investment  in local
     partnerships activity consists of the following:

              <S>                                                                           <C>
              Investment in local partnerships as of March 30, 1999                         $  3,628,899

              Equity in loss of investment in local partnerships                                (461,994) *

              Investment in local partnership                                                     55,332

              Cash distributions received from Local Partnerships                               (153,090)

              Cash distributions from Local Partnerships classified as other income               13,750
                                                                                            ------------

              Investment in local partnerships as of September 29, 1999                     $  3,082,897
                                                                                            ============
</TABLE>
     * Equity in loss of  investment  in local  partnerships  is  limited to the
       Partnership's investment balance in each Local Partnership; any excess is
       applied to other  partners'  capital in any such Local  Partnership.  The
       amount of such  excess  losses  applied to other  partners'  capital  was
       $982,071  for the six months  ended  June 30,  1999 as  reflected  in the
       combined  statement of  operations  of the Local  Partnerships  reflected
       herein Note 3.

     The combined  unaudited balance sheets of the Local Partnerships as of June
     30, 1999 and  December 31, 1998 and the combined  unaudited  statements  of
     operations  of the Local  Partnerships  for the three and six month periods
     ended June 30, 1999 and 1998 are reflected on pages 9 and 10, respectively.


<PAGE>
<TABLE>
<CAPTION>

                                              AMERICAN TAX CREDIT PROPERTIES L.P.
                                          NOTES TO FINANCIAL STATEMENTS - (Continued)
                                                      SEPTEMBER 29, 1999
                                                          (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of June 30, 1999
     and December 31, 1998 are as follows:

                                                                                      June 30,           December 31,
                                                                                        1999                 1998
                                                                                    -------------        ------------
      <S>                                                                           <C>                  <C>
      ASSETS

      Cash and cash equivalents                                                     $   1,094,899        $    950,402
      Rents receivable                                                                    239,814             158,840
      Escrow deposits and reserves                                                      3,085,312           2,902,738
      Land                                                                              3,850,061           3,850,061
      Buildings and improvements (net of accumulated depreciation of
        $38,808,600 and $36,919,031)                                                   67,038,904          68,839,045
      Intangible assets (net of accumulated amortization of $614,298 and
        $581,155)                                                                       1,719,116           1,752,259
      Other                                                                               811,854             717,846
                                                                                    -------------        ------------

                                                                                    $  77,839,960        $ 79,171,191
                                                                                    =============        ============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                       $     932,232        $  1,012,318
        Due to related parties                                                          5,225,249           5,102,192
        Mortgage loans                                                                 72,824,509          73,082,152
        Notes payable                                                                   1,081,085           1,103,781
        Accrued interest                                                                3,731,668           3,396,688
        Other                                                                             379,388             311,163
                                                                                    -------------        ------------

                                                                                       84,174,131          84,008,294
                                                                                    -------------        ------------
      Partners' equity (deficit)

        American Tax Credit Properties L.P.
           Capital contributions, net of distributions                                 33,908,197          33,929,447
           Cumulative loss                                                            (29,763,262)        (29,301,268)
                                                                                    -------------        ------------

                                                                                        4,144,935           4,628,179
                                                                                    -------------        ------------
        General partners and other limited partners, including ATCP II
           Capital contributions, net of distributions                                    507,226             509,267
           Cumulative loss                                                            (10,986,332)         (9,974,549)
                                                                                    -------------        ------------

                                                                                      (10,479,106)         (9,465,282)
                                                                                    -------------        ------------

                                                                                       (6,334,171)         (4,837,103)
                                                                                    -------------        ------------

                                                                                    $  77,839,960        $ 79,171,191
                                                                                    =============        ============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                              AMERICAN TAX CREDIT PROPERTIES L.P.
                                          NOTES TO FINANCIAL STATEMENTS - (Continued)
                                                      SEPTEMBER 29, 1999
                                                          (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   and six month periods ended June 30, 1999 and 1998 are as follows:

                                                             Three Months        Six Months        Three Months        Six Months
                                                                Ended              Ended              Ended              Ended
                                                               June 30,           June 30,           June 30,           June 30,
                                                                 1999              1999               1998               1998
                                                             ------------       ------------       ------------       ------------
    <S>                                                      <C>                <C>                <C>                <C>
    REVENUE

    Rental                                                   $  3,847,504       $  7,642,434       $  3,746,733       $  7,710,188
    Interest and other                                             62,409            120,945             33,020             84,869
                                                             ------------       ------------       ------------       ------------

    TOTAL REVENUE                                               3,909,913          7,763,379          3,779,753          7,795,057
                                                             ------------       ------------       ------------       ------------

    EXPENSES

    Administrative                                                570,640          1,111,687            450,101          1,063,919
    Utilities                                                     314,520            643,855            302,804            679,305
    Operating, maintenance and other                              743,205          1,461,864            747,311          1,470,846
    Taxes and insurance                                           459,895            891,775            420,250            914,751
    Financial (including amortization of $16,570,
        $33,143, $16,686 and $33,370)                           1,616,329          3,232,117          1,597,486          3,314,778
    Depreciation                                                  948,382          1,895,858            958,031          1,966,907
                                                             ------------       ------------       ------------       ------------

    TOTAL EXPENSES                                              4,652,971          9,237,156          4,475,983          9,410,506
                                                             ------------       ------------       ------------       ------------

    NET LOSS FROM OPERATIONS BEFORE EXTRAORDINARY
        ITEM                                                     (743,058)        (1,473,777)          (696,230)        (1,615,449)

    Extraordinary gain on extinguishment of debt                                                      2,467,526          2,467,526
                                                             ------------       ------------       ------------       ------------

    NET INCOME (LOSS)                                        $   (743,058)      $ (1,473,777)      $  1,771,296       $    852,077
                                                             ============       ============       ============       ============

    NET INCOME (LOSS) ATTRIBUTABLE TO

      American Tax Credit Properties L.P.                    $   (258,077)      $   (461,994)      $   (278,234)      $   (623,345)
      General partners and other limited partners,
         including  ATCP II, which  includes  specially
         allocated  items of net revenue to certain
         general partners of $2,163,456 for the three
         and six months  ended June 30, 1998 and
         $466,557,  $982,071, $405,715 and $963,821
         of Partnership loss in excess of investment             (484,981)        (1,011,783)         2,049,530          1,475,422
                                                             ------------       ------------       ------------       ------------

                                                             $   (743,058)      $ (1,473,777)      $  1,771,296       $    852,077
                                                             ============       ============       ============       ============

</TABLE>

   The combined  results of operations of the Local  Partnerships  for the three
   and six month periods ended June 30, 1999 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)
                               SEPTEMBER 29, 1999
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     After pursuing  various legal efforts which were  ultimately  unsuccessful,
     the  property of B & V Phase I, Ltd. ("B & V Phase I") was  transferred  to
     the lender in May 1998. In addition,  while negotiations were ongoing,  the
     lender  conducted a  foreclosure  sale of the  property of Erie  Associates
     Limited  Partnership  ("Erie") in April  1998.  As a result,  the  combined
     statements of operations  of the Local  Partnerships  for the three and six
     month periods ended June 30, 1999,  presented herein Note 3, do not include
     the results of operations of B & V Phase I and Erie.

     The Partnership has advanced  $55,332 during the six months ended September
     29,  1999 to 4611 South  Drexel  Limited  Partnership  ("South  Drexel") to
     partially  fund an  operating  deficit.  The advance  has been  recorded as
     investment in local  partnerships in the  accompanying  balance sheet as of
     September 29, 1999.

     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  which
     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  has  notified  Cobbet  and,  to the  Local  General
     Partners' knowledge, other ODL recipients as well, that MHFA considers such
     mortgages  to  be  in  default.   MHFA  has  recently  adopted  a  plan  to
     recapitalize  several  of the  ODL  program  properties  with  funds  to be
     contributed  from the  admission  of a new  limited  partner,  and MHFA has
     commissioned an institutional  broker (the "Broker") to identify such a new
     limited partner. However, MHFA has communicated with Cobbet that Cobbet has
     not been included in MHFA's current recapitalization program because Cobbet
     is  party  to a  project  based  Section  8  contract.  However,  MHFA  has
     communicated  that  Cobbet  is  free to  identify  a new  limited  partner,
     independent of MHFA's  process,  with the intention  similar to that of the
     recapitalization  plan.  The Local  General  Partners  have  contacted  the
     Broker,  which has indicated that a private investor may be interested in a
     recapitalization plan for Cobbet. If such a plan were implemented, such new
     limited  partner  would  receive  a  substantial   portion  of  the  annual
     allocation of Cobbet's tax losses upon such partner's admission,  plus cash
     flows and residuals, if any. The Partnership and the Local General Partners
     would  retain  a  sufficient  interest  in  Cobbet  to avoid  recapture  of
     Low-income  Tax  Credits.  There  can be no  assurance  that a plan will be
     implemented,  and if not,  MHFA  may  retain  its  rights  under  the  loan
     documents. The Partnership's investment balance in Cobbet, after cumulative
     equity losses, became zero during the year ended March 30, 1994.

4.   Administration Fees

     Pursuant to the Partnership Agreement, the Partnership is authorized to pay
     ML Fund  Administrators  Inc.  ("MLFA"),  an  affiliate  of Merrill  Lynch,
     Pierce,  Fenner & Smith  Incorporated,  an annual  administration  fee (the
     "Administration  Fee") and an  annual  additional  administration  fee (the
     "Additional  Administration Fee") for its administrative  services provided
     to the Partnership pursuant to an Administrative  Services Agreement.  MLFA
     has notified the  Partnership  that  effective  November 23, 1999,  it will
     discontinue  the  performance  of its  services  under  the  Administrative
     Services  Agreement.  The General  Parnter is considering the transition of
     such services to an affiliate of the General Partner without any changes to
     the terms of the Administrative Services Agreement.  Under the terms of the
     Partnership   Agreement,   the  Partnership   currently  incurs  an  annual
     Administration Fee and an annual Additional  Administration Fee of $152,758
     and $30,965, respectively, subject to certain provisions of the Partnership
     Agreement.   Unpaid   cumulative   Administration   Fees   and   Additional
     Administration  Fees in the amount of $23,222  and $7,740 are  included  in
     accounts payable and accrued expenses in the accompanying balance sheets as
     of September 30, 1999 and March 30, 1999, respectively.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1999
                                   (UNAUDITED)


5.   Additional Information

     Additional  information,  including  the audited  March 30, 1999  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, 1999 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 September 29, 1999, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant  change in financial  condition as compared to
March  30,  1999.   Principal  changes  in  assets  are  comprised  of  periodic
transactions  and adjustments and anticipated  equity in loss from operations of
the  local  partnerships  (the  "Local   Partnerships")   which  own  low-income
multifamily  residential  complexes  (the  "Properties")  which  qualify 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, 1999,
Registrant received cash from interest revenue,  maturities/redemptions of bonds
and  distributions  from Local  Partnerships  and  utilized  cash for  operating
expenses,  investments  in bonds and  investments  in 4611 South Drexel  Limited
Partnership  ("South Drexel") (see Local  Partnership  Matters below).  Cash and
cash equivalents and investments in bonds  available-for-sale  decreased, in the
aggregate,  by approximately  $104,000 during the six months ended September 29,
1999  (which  includes  a  net  unrealized  loss  on  investments  in  bonds  of
approximately  $85,000,  amortization  of net premium on investments in bonds of
approximately  $14,000  and  accretion  of zero  coupon  bonds of  approximately
$8,000).  Notwithstanding  circumstances  that may arise in connection  with the
Properties, Registrant does not expect to realize significant gains or losses on
its  investments  in bonds,  if any.  During the six months ended  September 29,
1999, the investment in local partnerships decreased as a result of Registrant's
equity in the Local  Partnerships'  net loss for the six  months  ended June 30,
1999 of $461,994 and cash  distributions  received  from Local  Partnerships  of
$139,340   (exclusive  of  distributions  from  Local  Partnerships  of  $13,750
classified  as other  income  from  local  partnerships),  partially  offset  by
contributions  to South  Drexel of  $55,332.  Payable to general  partner in the
accompanying   balance  sheet  as  of  September  29,  1999  represents  accrued
management fees.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting.  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.  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.  As a result,  the reported  equity in loss of  investment in local
partnerships is expected to decrease as Registrant's  investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of  the  Local  Partnerships  reflected  in  Note  3 to  Registrant's  financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.

Cumulative  losses  and cash  distributions  in  excess of  investment  in local
partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. Accordingly,  cumulative losses and cash
distributions  in excess of the  investment  are not  necessarily  indicative of
adverse  operating  results of a Local  Partnership.  See discussion below under
Local  Partnership  Matters  regarding  certain  Local  Partnerships   currently
operating below economic break even levels.

Registrant's  operations for the three months ended  September 29, 1999 and 1998
resulted in net losses of $320,213 and $347,238,  respectively.  The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $20,000, which is primarily the result of
decreases  in the net  operating  losses of those  Local  Partnerships  in which
Registrant  continues  to have  an  investment  balance,  and to a  decrease  in
professional  fees of  approximately  $19,000 in  connection  with certain Local
Partnership  matters,  partially  offset by a decrease  in  interest  revenue of
approximately  $10,000.  Other comprehensive  income (loss) for the three months
ended  September 29, 1999 and 1998 resulted from a net unrealized gain (loss) on
investments in bonds available-for-sale of ($30,248) and $90,234, respectively.

The Local Partnerships' net loss of approximately  $743,000 for the three months
ended  June  30,  1999  was   attributable   to  rental  and  other  revenue  of
approximately $3,910,000,  exceeded by operating and interest expense (including
interest on non-mandatory  debt) of approximately  $3,688,000 and  approximately
$965,000 of depreciation and amortization expense.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

The Local  Partnerships' net loss from operations before  extraordinary  item of
approximately $696,000 for the three months ended June 30, 1998 was attributable
to rental and other revenue of approximately  $3,780,000,  exceeded by operating
and interest expense (including interest on non-mandatory debt) of approximately
$3,501,000 and approximately  $975,000 of depreciation and amortization expense.
The Local  Partnerships' net loss,  adjusted to reflect those Local Partnerships
currently owned, of  approximately  $725,000 for the three months ended June 30,
1998 was attributable to rental and other revenue of  approximately  $3,867,000,
exceeded by operating and interest expense (including  interest on non-mandatory
debt) of approximately $3,608,000 and approximately $984,000 of depreciation and
amortization  expense.  The results of operations of the Local  Partnerships for
the three  months  ended June 30,  1999 are not  necessarily  indicative  of the
results that may be expected in future periods.

Registrant's  operations  for the six months ended  September  29, 1999 and 1998
resulted in net losses of $624,658 and $757,835,  respectively.  The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in Local Partnerships of approximately  $161,000,  which is primarily the result
of a decrease in the net operating  losses of those Local  Partnerships in which
Registrant  continues  to have an  investment  balance,  partially  offset by an
increase in professional fees of approximately  $18,000 in connection with Local
Partnership matters and a decrease in interest revenue of approximately $17,000.
Other  comprehensive  income (loss) for the six months ended  September 29, 1999
and 1998  resulted from a net  unrealized  gain (loss) on  investments  in bonds
available-for-sale of ($85,480) and $85,189, respectively.

The Local Partnerships' net loss of approximately  $1,474,000 for the six months
ended  June  30,  1999  was   attributable   to  rental  and  other  revenue  of
approximately $7,763,000,  exceeded by operating and interest expense (including
interest on non-mandatory  debt) of approximately  $7,308,000 and  approximately
$1,929,000 of depreciation and amortization expense. The Local Partnerships' net
loss from operations before  extraordinary item of approximately  $1,615,000 for
the six months ended June 30, 1998 was  attributable to rental and other revenue
of  approximately  $7,795,000,   exceeded  by  operating  and  interest  expense
(including  interest on  non-mandatory  debt) of  approximately  $7,410,000  and
approximately  $2,000,000 of depreciation  and amortization  expense.  The Local
Partnerships' net loss,  adjusted to reflect those Local Partnerships  currently
owned,  of  approximately  $1,555,000 for the six months ended June 30, 1998 was
attributable to rental and other revenue of approximately  $7,715,000,  exceeded
by operating and interest expense (including  interest on non-mandatory debt) of
approximately  $7,302,000  and  approximately  $1,968,000  of  depreciation  and
amortization  expense.  The results of operations of the Local  Partnerships for
the six months ended June 30, 1999 are not necessarily indicative of the results
that may be expected in future periods.

Local Partnership Matters

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally over a ten year period.  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 Properties must satisfy various
requirements  including rent  restrictions  and tenant income  limitations  (the
"Low-income Tax Credit  Requirements") in order to maintain  eligibility for the
recognition  of the  Low-income  Tax Credit at all times  during the  Compliance
Period.  Once a Local  Partnership  has become  eligible for the  Low-income Tax
Credit,  it may lose such  eligibility  and suffer an event of  recapture if its
Property  fails  to  remain  in  compliance   with  the  Low-income  Tax  Credit
Requirements.  The Local  Partnerships will have generated  substantially all of
the Low-income Tax Credits allocated to limited partners by December 31, 1999.

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  during and after the  Compliance  Periods of the Local  Partnerships.  In
October 1997,  Congress passed the Multifamily  Assisted  Housing and Reform and
Affordability  Act,  whereby the United  States  Department of Housing and Urban
Development  ("HUD") was given the  authority  to renew  certain  project  based
Section 8 contracts  expiring during HUD's fiscal year 1998,  where requested by
an owner,  for an additional  one year term  generally at or below existing rent
levels,  subject to certain guidelines.  In October 1998, HUD issued a directive
related to project based Section 8 contracts  expiring  during HUD's fiscal year
1999 which defines  owners'  notification  responsibilities,  advises  owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8 contracts,


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

provides  guidance  and  procedures  to  owners,   management  agents,  contract
administrators and HUD staff on renewing Section 8 contracts,  provides guidance
on setting  renewal rents and handling  renewal rent  increases and provides 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 and debt  structure of any or all Local
Partnerships  currently receiving such subsidy or similar subsidies.  Four Local
Partnerships'  Section 8 contracts are currently subject to annual  year-to-year
renewals.

The Local  Partnerships  have various  financing  structures  which  include (i)
required debt service payments  ("Mandatory Debt Service") and (ii) debt service
payments  which are payable only from  available  cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws,  regulations
and agreements with appropriate federal and state agencies  ("Non-Mandatory Debt
Service or Interest").  During the six months ended June 30, 1999,  revenue from
operations of the Local  Partnerships  have generally  been  sufficient to cover
operating  expenses and Mandatory Debt Service.  Most of the Local  Partnerships
are effectively  operating at or near break even levels,  although certain Local
Partnerships'  operating  information  reflects  operating  deficits that do not
represent  cash deficits due to their  mortgage and financing  structure and the
required  deferral of property  management  fees.  However,  as discussed below,
certain Local  Partnerships'  operating  information  indicates below break even
operations after taking into account their mortgage and financing  structure and
any required deferral of property management fees.

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
("Cobbet"),  MHFA drew on a then  existing  letter  of  credit in the  amount of
$242,529 which had been established for the purpose of covering future operating
deficits,  if  any.  In  June  1997,  Registrant  provided  funds  to  establish
collateral to secure a replacement  letter of credit.  Although the repairs have
been completed and Cobbet has notified MHFA of such  completion,  Cobbet has not
received  the  anticipated  notice  from MHFA that the  default  has been cured.
Cobbet was  originally  financed with a first  mortgage with  mandatory  monthly
payment terms with 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 which  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 has notified
Cobbet and, to the Local General  Partners'  knowledge,  other ODL recipients as
well,  that MHFA considers  such  mortgages to be in default.  MHFA has recently
adopted a plan to recapitalize  several of the ODL program properties with funds
to be  contributed  from the  admission of a new limited  partner,  and MHFA has
commissioned  an  institutional  broker (the  "Broker")  to identify  such a new
limited partner.  However, MHFA has communicated with Cobbet that Cobbet has not
been included in MHFA's current recapitalization program because Cobbet is party
to a project  based  Section 8 contract.  However,  MHFA has  communicated  that
Cobbet is free to identify a new limited partner, independent of MHFA's process,
with the  intention  similar  to that of the  recapitalization  plan.  The Local
General  Partners have contacted the Broker,  which has indicated that a private
investor may be interested in a recapitalization plan for Cobbet. If such a plan
were implemented,  such new limited partner would receive a substantial  portion
of the annual  allocation of Cobbet's tax losses upon such partner's  admission,
plus cash flows and residuals, if any. Registrant and the Local General Partners
would retain a sufficient  interest in Cobbet to avoid  recapture of  Low-income
Tax Credits.  There can be no assurance that a plan will be implemented,  and if
not, MHFA may retain its rights under the loan documents.  The future  financial
viability of Cobbet is highly uncertain.  The Property's historic tax credit was
allocated  in 1988 and all of the  Low-income  Tax Credits  have been  allocated
since 1989.  Registrant's  investment balance in Cobbet, after cumulative equity
losses,  became  zero  during the year ended  March 30,  1994.  Cobbet will have
generated  approximately  $19 per Unit per year to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

The terms of the partnership  agreement of Hilltop North Associates,  A Virginia
Limited  Partnership  ("Hilltop") require the management agent to defer property
management fees in order to avoid a default under the mortgage. Although Hilltop
reported  near break even  operations  for the six months  ended June 30,  1999,
Hilltop  reported a significant  operating  deficit in 1998 resulting  primarily
from  costs  associated  with  tenant  turnover  and  a  dispute  regarding  the
administration  of the Section 8 contract by the local  housing  authority.  The
Local General  Partner has been  conducting  discussions  with the local housing
authority in an effort to resolve what the Local General Partner considers to be
excessive  requirements  placed on the Property by the local housing  authority.
Payments  on the  mortgage  and real  estate  taxes  are  current.  Registrant's
investment balance in Hilltop,  after cumulative equity losses and an adjustment
to the investment's  carrying value, became zero during the year ended March 30,
1999.  Hilltop  will have  generated  approximately  $7 per Unit per year to the
limited partners upon the expiration of its Low-income Tax Credit  allocation in
1999.

South Drexel reported an operating deficit of approximately  $61,000 for the six
months  ended June 30, 1999  resulting  from  declining  occupancy  and required
capital  improvements  and  maintenance.  Registrant has advanced  approximately
$55,000  during the six months ended  September 29, 1999,  and it is anticipated
that  Registrant   will  make   additional   advances  to  make  needed  capital
improvements to the property. Payments on the mortgage and real estate taxes are
current.  Registrant's  investment  balance in South  Drexel,  after  cumulative
equity  losses,  became zero during the year ended March 30, 1996.  South Drexel
will have generated  approximately  $2 per Unit per year to the limited partners
upon the expiration of its Low-income Tax Credit allocation in 2000.

Year 2000 Compliance

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000  approaches,  such  systems  may be unable to  accurately  process
certain  data-based  information.  Many businesses may need to upgrade  existing
systems or purchase new ones to correct the Y2K issue.  Registrant has performed
an assessment of its computer software and hardware and believes it has made the
necessary upgrades in an effort to ensure compliance.  However,  there can be no
assurance  that the  systems  of other  entities  on  which  Registrant  relies,
including the Local  Partnerships which report to Registrant on a periodic basis
for the  purpose of  Registrant's  reporting  to its  investors,  will be timely
converted.  Registrant has  corresponded  with the Local  Partnerships to ensure
their  awareness  of the Y2K issue and has  requested  details  regarding  their
efforts to ensure compliance.  The total cost associated with Y2K implementation
is not expected to materially impact Registrant's  financial position or results
of  operations  in any given year.  However,  there can be no  assurance  that a
failure to convert by  Registrant  or another  entity  would not have a material
adverse impact on Registrant.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate  bonds,  U.S.  government  and  agency  securities  and U.S.  Treasury
instruments.  The market  value of such  investments  is subject to  fluctuation
based upon  changes in interest  rates  relative to each  investment's  maturity
date.  Since  Registrant's  investments  in bonds have  various  maturity  dates
through  2007,  the value of such  investments  may be adversely  impacted in an
environment  of  rising  interest  rates  in the  event  Registrant  decides  to
liquidate any such  investment  prior to its maturity.  Although  Registrant may
utilize reserves to assist an underperforming  Property, it otherwise intends to
hold such investments to their respective maturities. Therefore, Registrant does
not anticipate any material adverse impact in connection with such investments.

The  Properties  are generally  located  where there is a demand for  low-income
housing.  Accordingly,  there is a significant  likelihood  that new  low-income
housing  properties  could be built in the general  vicinity  of the  respective
Properties.  As a result, the respective  Properties' ability to operate at high
occupancy levels is subject to competition from newly built low-income housing.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

         Registrant is not aware of any material legal proceedings.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None; see Item 5 regarding mortgage defaults of a Local Partnership.

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

         None

Item 5.  Other Information

         As  discussed in Part I, Item 2 - Management's  Discussion and Analysis
         of  Financial  Condition  and   Results  of  Operations,   Cobbet  Hill
         Associates  Limited  Partnership  ("Cobbet") is unable to make the full
         mandatory  debt  service  payments on its first mortgage as a result of
         the lender's  elimination of  its operating  deficit loan program.  The
         lender has notified Cobbet  that the lender considers such mortgages to
         be in default.  The local general  partners are exploring  alternatives
         to recapitalize Cobbet.

Item 6.  Exhibits and Reports on Form 8-K

         None

<PAGE>

                                   SIGNATURES


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


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

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

                                        by:  Richman Tax Credit Properties Inc.,
                                        general partner


Dated: November 15, 1999                /s/  Richard Paul Richman
                                        --------------------------------------
                                        by:  Richard Paul Richman
                                        President, Chief Executive Officer and
                                        Director of the general partner of the
                                        General Partner


Dated: November 15, 1999                /s/  Neal Ludeke
                                        --------------------------------------
                                        by:  Neal Ludeke
                                        Vice President and Treasurer of the
                                        general partner of the General Partner
                                       (Principal Financial and Accounting
                                        Officer of Registrant)