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, 1996

                                                        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>


<TABLE>
<CAPTION>

                                                   




                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION




Item 1.  Financial Statements

                                    Table of Contents                   Page
<S>                                                                   <C>     
Balance Sheets as of September 29, 1996 (Unaudited) and March 30, 1996 
   (Unaudited)

Statements of Operations for the three and six month periods ended September 29,
   1996 (Unaudited) and September 29, 1995 (Unaudited)

Statements of Cash Flows for the six months ended September 29, 1996 (Unaudited)
   and September 29, 1995 (Unaudited)

Notes to Financial Statements as of September 29, 1996 (Unaudited)

</TABLE>





<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                      SEPTEMBER 29, 1996 AND MARCH 30, 1996
                                   (UNAUDITED)



                                                                                   September 29,         March 30,
                                                                        Notes           1996                 1996
                                                                        -----   -------------------  ------------
<S>                                                                    <C>      <C>                  <C>
ASSETS

Cash and cash equivalents                                                        $      482,731      $      397,120
Investments in bonds available-for-sale                                   2           2,981,708           3,112,049
Investment in local partnerships                                          3           8,427,884           9,464,434
Interest receivable                                                                      63,002              66,580
                                                                                ----------------     ----------------

                                                                                   $ 11,955,325        $ 13,040,183
                                                                                   ============        ============




LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities
   Accounts payable and accrued expenses                                        $        52,631      $        57,961
   Payable to general partner                                                           131,595               43,861
                                                                                 ---------------     ----------------

                                                                                        184,226              101,822
                                                                                ---------------      ---------------

Partners' equity (deficit)
   General partner                                                                     (249,416)           (238,223)
   Limited partners, $1,000 stated value per unit (41,286 units of
     limited partnership interest outstanding)                                       11,877,727          12,985,812
   Unrealized gain on investments in bonds available-for-sale, net        2             142,788             190,772
                                                                                ---------------      ---------------

                                                                                     11,771,099          12,938,361
                                                                                  -------------       -------------

                                                                                   $ 11,955,325        $ 13,040,183
                                                                                   ============        ============
</TABLE>






                                        See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
          THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 1996 AND 1995
                                   (UNAUDITED)



                                                          Three Months    Six Months Ended     Three Months    Six Months Ended
                                                        Ended September     September 29,    Ended September     September 29,
                                                              29,                                  29,
                                               Notes             1996              1996               1995             1995
                                               -----    -------------------------------------------------------------------
<S>                                          <C>        <C>               <C>                <C>               <C>
REVENUE

 Interest                                               $         63,332  $        129,692   $         63,451   $      137,738
 Other income from local partnerships                                                                   2,500            5,000
                                                        ------------------------------------------------------ -----------------

 TOTAL REVENUE                                                     63,332           129,692            65,951          142,738
                                                        ----------------- -----------------  ----------------  ---------------

EXPENSES

Administration fees                                             45,931             91,862            45,931             91,862
Management fee                                                  43,867             87,734            43,867             87,734
Professional fees                                               24,808             41,333            11,159             24,885
Printing, postage and other                                      3,983             10,241             7,053             16,170
                                                        ----------------- -----------------  ----------------- -----------------

TOTAL EXPENSES                                                  118,589            231,170           108,010            220,651
                                                        ---------------   ----------------   ---------------   ----------------

Loss from operations                                           (55,257)          (101,478)          (42,059)           (77,913)

Equity in loss of investment in local
   partnerships                                  3             (550,402)       (1,017,800)          (444,481)       (1,062,218)
                                                        ---------------   ---------------    ---------------    -------------- 

NET LOSS                                                $     (605,659)    $   (1,119,278)   $     (486,540)     $  (1,140,131)
                                                        ==============     ==============    ==============      ============= 

NET LOSS ATTRIBUTABLE TO
   General partner                                      $        (6,057) $        (11,193)  $        (4,865) $         (11,401)
   Limited partners                                            (599,602)       (1,108,085)         (481,675)        (1,128,730)
                                                        ---------------    --------------    --------------       ------------ 

                                                        $     (605,659)    $   (1,119,278)   $     (486,540)     $  (1,140,131)
                                                        ==============     ==============    ==============      ============= 

NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                                $         (14.52) $          (26.84) $         (11.67) $         (27.34)
                                                        ================  =================  ================  ================ 

</TABLE>




                                        See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 1996 AND 1995
                                   (UNAUDITED)


                                                                                      1996                  1995
                                                                               ------------------    -----------
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                               $     140,627        $      153,142
Cash paid for
   administration fees                                                                (76,380)              (76,380)
   professional fees                                                                  (69,590)              (48,641)
   printing, postage and other expenses                                                (2,796)              (16,170)
                                                                               --------------        --------------- 

Net cash provided by (used in) operating activities                                    (8,139)                 11,951
                                                                               --------------        ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships (includes $5,000 of other income
   from local partnerships for the six months ended September 29, 1995)                18,750                64,500
Maturity/redemption of bonds                                                           75,000               134,000
                                                                               ---------------       ---------------

Net cash provided by investing activities                                               93,750               198,500
                                                                               ---------------       ---------------

Net increase in cash and cash equivalents                                              85,611               210,451

Cash and cash equivalents at beginning of period                                      397,120               342,688
                                                                               --------------        ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $     482,731        $      553,139
                                                                                =============        ==============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

   Unrealized gain (loss) on investments in bonds available-for-sale, net      $      (47,984)       $      160,335
                                                                               ==============        ==============


-------------------------------------------------------------------------------------------------------------------------------
See  reconciliation  of net loss to net cash  provided  by (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, 1996 AND 1995
                                   (UNAUDITED)




                                                                               1996                   1995
                                                                       --------------------   ------------

<S>                                                                    <C>                    <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES

Net loss                                                                  $  (1,119,278)         $  (1,140,131)

Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities

   Equity in loss of investment in local partnerships                         1,017,800              1,062,218
   Gain on redemption of investments in bonds available-for-sale                                        (2,008)
   Amortization of net premium on investments in bonds                           15,509                 15,895
   Accretion of zero coupon bonds                                                (8,152)                (8,151)
   Increase in payable to general partner                                        87,734                 87,734
   Decrease in accounts payable and accrued expenses                             (5,330)                (4,891)
   Decrease in interest receivable                                                3,578                  1,285
                                                                       -----------------      -----------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                        $        (8,139)       $        11,951
                                                                        ===============        ===============

</TABLE>










                       See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                                    SEPTEMBER 29, 1996
                                   (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,  1996  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,  1996  are  not
     necessarily  indicative  of the results that may be expected for the entire
     year.

     Certain  reclassifications  of  amounts  have been made to  conform  to the
current period presentation.

2.   Investments in Bonds Available-For-Sale

     As of September 29, 1996,  certain  information  concerning  investments in
bonds available-for-sale is as follows:

                                                                   Gross unrealized        Gross
                                                    Amortized            gains           unrealized         Estimated
                                                        cost                               losses          fair value
       <S>                                       <C>               <C>                <C>               <C>
       Description and maturity
       Corporate debt securities
         Within one year                         $    60,822     $          123      $       (822)     $       60,123
         After one year through five years           260,849                867              (225)            261,491
         After five years through ten years          638,382                597           (23,271)            615,708
         After ten years                             453,294                307            (8,432)            445,169
                                                 -------------     -------------      ------------       -------------

                                                    1,413,347             1,894           (32,750)          1,382,491
                                                 ------------       ------------       -----------        ------------

       U.S. Treasury debt securities
         Within one year                               52,924             1,004            --                  53,928
         After one year through five years            242,973            23,081            --                 266,054
         After five years through ten years           939,940           166,296               --            1,106,236
                                                 ------------       ------------      -----------------   ------------

                                                    1,235,837           190,381               --            1,426,218
                                                 ------------       ------------      -----------------   ------------

       U.S. government and agency securities
         After ten years                               189,736              --             (16,737)           172,999
                                                 -------------     -----------------  ------------       -------------

                                                  $ 2,838,920        $  192,275       $   (49,487)        $ 2,981,708
                                                  ===========        ============      ===========         ===========
      </TABLE>





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The  Partnership  owns  limited  partnership  interests  in nineteen  Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,510,290.  As of June 30, 1996, the Local  Partnerships have outstanding
     mortgage  loans  payable  totaling  approximately  $83,272,000  and accrued
     interest payable on such loans totaling approximately $4,484,000, 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,  1996,  the  investment  in Local
     Partnerships activity consists of the following:


       <S>                                                          <C>                         <C>
        Investment in Local Partnerships as of March 30, 1996                                   $  9,464,434

       Equity in loss of investment in Local Partnerships for the
          three months ended
               March 31, 1996                                             $    (467,398)
               June 30, 1996                                                   (550,402)          (1,017,800)   (A)
                                                                         --------------                            

       Cash distributions received from Local Partnerships during
          the three months ended
               June 29, 1996                                                    (15,000)
               September 29, 1996                                                (3,750)              (18,750)
                                                                       ----------------         ------------- 

       Investment in Local Partnerships as of September 29, 1996                                  $ 8,427,884
                                                                                                  ===========
      </TABLE>

     (A)  Equity in loss of investment in Local  Partnerships  is limited to the
          Partnership's investment balance in each Local Partnership; any excess
          is applied to other partners'  capital in any such Local  Partnership.
          The amount of such excess losses  applied to other  partners'  capital
          for the three and six month  periods  ended June 30, 1996 was $618,588
          and $1,340,411,  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
     June 30, 1996 and December 31, 1995 and the combined  unaudited  statements
     of operations of the Local Partnerships for the three and six month periods
     ended June 30, 1996 and 1995 are reflected on pages 9 and 10, respectively.







<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of June 30, 1996
and December 31, 1995 are as follows:

                                                                                 June 30,              December 31,
                                                                                   1996                    1995
                                                                           --------------------    ------------
      <S>                                                                 <C>                     <C>
      ASSETS
      Cash and other investments                                            $     1,222,363         $     1,304,492
      Rental receivable                                                             171,345                 165,626
      Escrow deposits and reserves                                                3,132,824               3,640,218
      Land                                                                        4,476,955               4,476,955
      Buildings and improvements (net of accumulated
        depreciation of $29,826,054 and $27,836,776)                             87,132,520              88,484,487
      Intangible assets (net of accumulated amortization of
        $786,943 and $736,962)                                                    1,979,721               2,029,039
      Other                                                                         792,240                 862,904
                                                                           ----------------       -----------------

                                                                              $  98,907,968           $ 100,963,721
                                                                              =============           =============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
      Liabilities
        Accounts payable and accrued expenses                               $       982,086         $     1,175,581
        Due to related parties                                                    5,024,704               5,144,533
        Mortgage loans                                                           83,272,220              83,354,276
        Notes payable                                                             1,017,151               1,017,151
        Accrued interest                                                          4,484,470               3,744,233
        Other                                                                     2,137,354               2,103,775
                                                                            ---------------         ---------------

                                                                                 96,917,985              96,539,549
                                                                             --------------          --------------
      Partners' equity (deficit)

        American Tax Credit Properties L.P.
           Capital contributions, net of distributions                           33,975,139              34,007,639
           Cumulative loss                                                      (25,543,505)            (24,525,705)
                                                                              -------------          -------------- 

                                                                                  8,431,634               9,481,934
                                                                            ---------------        ----------------
        General partners and other limited partners, including ATCP II
           Capital contributions, net of distributions                              362,230                 362,230
           Cumulative loss                                                       (6,803,881)             (5,419,992)
                                                                             --------------         --------------- 
                                                                                 (6,441,651)             (5,057,762)
                                                                             --------------         --------------- 

                                                                                 1,989,983                4,424,172
                                                                           ----------------        ----------------

                                                                              $  98,907,968           $ 100,963,721
                                                                              =============           =============
      </TABLE>





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (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, 1996 and 1995 are as follows:

                                                     Three Months      Six Months Ended     Three Months      Six Months Ended
                                                    Ended June 30,         June 30,        Ended June 30,         June 30,
                                                            1996              1996                1995               1995
                                                   ----------------------------------------------------------------------
      <S>                                          <C>                <C>                 <C>                <C>
      REVENUE

      Rental                                       $    3,914,166      $    7,860,571      $   3,840,786      $    7,583,408
      Interest and other                                   49,554             103,340             66,509             120,338
                                                   ----------------   ---------------     ---------------    ---------------

      Total Revenue                                     3,963,720           7,963,911          3,907,295           7,703,746
                                                   --------------      --------------      -------------      --------------

      EXPENSES

      Administrative                                      541,821           1,120,509            536,070           1,101,862
      Utilities                                           320,194             734,432            303,295             661,367
      Operating, maintenance and other                    782,662           1,610,527            765,214           1,506,636
      Taxes and insurance                                 496,942           1,015,086            433,286             895,765
      Interest (including amortization of
        $24,075, $49,981, $24,292 and $48,056)          2,026,274           3,895,768          1,879,189           3,779,096
      Depreciation                                        998,803           1,989,278            973,327           1,947,304
                                                   --------------      --------------     --------------      --------------

      Total Expenses                                    5,166,696          10,365,600          4,890,381           9,892,030
                                                   --------------      --------------      -------------      --------------

      NET LOSS                                      $  (1,202,976)      $  (2,401,689)     $    (983,086)      $  (2,188,284)
                                                    =============       =============      =============       ============= 

      NET LOSS ATTRIBUTABLE TO
        American Tax Credit Properties L.P.        $     (550,402)      $  (1,017,800)     $    (444,481)      $  (1,062,218)
        General partners and other limited
           partners, including ATCP II, which
           includes $618,588, $1,340,411,
           $523,323 and $1,102,651 of American
           Tax Credit Properties L.P. loss in
           excess of investment                          (652,574)         (1,383,889)          (538,605)         (1,126,066)
                                                   --------------      --------------     --------------      -------------- 

                                                    $  (1,202,976)      $  (2,401,689)     $    (983,086)      $  (2,188,284)
                                                    =============       =============      =============       ============= 
      </TABLE>

     The combined results of operations of the Local  Partnerships for the three
     and six month periods ended June 30, 1996 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, 1996
                                   (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The Partnership  acquired a 99% limited partnership interest in B & V, Ltd.
     (the "B & V Local  Partnership"),  a 190-unit complex located in Homestead,
     Florida in December, 1988. In August, 1992, much of Homestead,  Florida was
     devastated  by Hurricane  Andrew and the Property  owned by the B & V Local
     Partnership  sustained substantial damage. The City of Homestead has taken,
     but has not acted  upon,  administrative  action  threatening  to  demolish
     approximately  100 rental units in the B & V complex unless  reconstruction
     immediately  commences.  If  demolished,  the rebuilding of all such rental
     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
     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 B & V Local Partnership
     is pursuing a lawsuit  against the  insurance  company in State court.  The
     Local General  Partner of the B & V Local  Partnership  had agreed with the
     lender and the  Partnership  to effect a plan of action.  The objectives of
     the plan were 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.  According to the plan
     of action, the B & V Local Partnership filed a petition of bankruptcy under
     Chapter 11 of the  Bankruptcy  Code 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 (the "Mediation").  In addition, the
     City of  Homestead  had filed an  action  in order to take  four  buildings
     comprising 32 rental units by eminent domain  proceeding.  Effective April,
     1996,  the City of  Homestead  was  awarded  such  buildings  pursuant to a
     quick-take  proceeding  and in  June,  1996,  the B & V  Local  Partnership
     accepted a  settlement  offer from the City of  Homestead  in the amount of
     $280,000  plus legal  costs.  Subject to lender  approval,  the B & V Local
     Partnership  intended to utilize such proceeds toward the rehabilitation of
     the remaining rental units. However, the lender has recently expressed that
     it is not in  favor  of  utilizing  the  proceeds  for  such  purposes.  In
     addition,  the lender has moved the  Bankruptcy  Court for relief  from the
     bankruptcy  stay. In response,  the Bankruptcy Court modified the automatic
     stay to allow the lender to commence a  foreclosure  action.  On August 27,
     1996 the lender filed its  Complaint to Foreclose  Mortgage and  Securities
     Interests  in  the  Circuit  Court  for  Dade  County,   Florida.   Shortly
     thereafter,  the B & V Local Partnership filed its answer to the Complaint.
     The Bankruptcy  Court has limited the progress of this action solely to the
     filing of pleadings. In addition, the lender has moved the Bankruptcy Court
     for a complete dismissal of the bankruptcy proceeding. The Bankruptcy Court
     denied  this motion  provided  that a plan of  reorganization  was filed on
     behalf of the B & V Local  Partnership  by September 17, 1996. On September
     17,  1996,  both the lender and the  Partnership  filed  proposed  plans of
     reorganization and accompanying disclosure statements. The Bankruptcy Court
     considered the  sufficiency  of the  disclosure  statements at a hearing on
     November 7, 1996,  and both  parties  are in the  process of  amending  the
     disclosure   statements  to  provide   additional   financial  and  factual
     information.  The Bankruptcy Court will further consider the sufficiency of
     the  disclosure  statements  after it determines  the value of the lender's
     interest in the  Property on or about  November  15,  1996.  As a result of
     these recent developments  concerning the lender's position,  the Mediation
     was postponed.  As a result of the quick-take of the 32 rental units by the
     City of Homestead, the Partnership will incur a recapture of Low-income Tax
     Credits   taken   through   December,   1995  of   approximately   $163,000
     (representing  approximately  $4 per Unit)  and will be  unable to  utilize
     future   Low-income  Tax  Credits   associated   with  such  apartments  of
     approximately  $188,000  (representing  approximately  $5 per Unit) for the
     period  January,  1996 through 1998.  Because of the  outstanding  matters,
     including those  associated with the lender and the bankruptcy  proceeding,
     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 remaining  rental units. If it is not  successful,  the
     partners of the Partnership  could suffer  additional  partial recapture of
     previous  Low-income  Tax Credits and a reduction of future  Low-income Tax
     Credits generated by the B & V Local  Partnership.  As of November 1, 1996,
     52 rental units are completed and occupied.  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,  except for the rental  units taken
     through  eminent  domain,  the  Partnership  may  continue  to utilize  the
     Low-income Tax Credits without interruption. However, the Partnership's tax
     professionals have 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 rental units not completed,  as of
     December 31, 1994. In addition,  if any of the rental 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  rental  units.  In  addition,  the  management  agent was
     notified on June 14, 1996 by the monitoring  agent for the Florida  Housing
     Finance Agency that, as a result of rental units not in service,  a portion
     of the property is considered to be in non-compliance which could result in
     additional  recapture or the  inability to utilize  future  Low-income  Tax
     Credits.   Of  the  Partnership's  total  annual  Low-income  Tax  Credits,
     approximately  $387,000  was  allocated  from  the B & V Local  Partnership
     (prior to the loss of rental  units taken  through  eminent  domain)  which
     represent  approximately  6.4% of the total annual  Low-income Tax Credits.
     Although  these  matters  are  complicated  and  the  law is  unclear,  the
     Partnership  has calculated an estimate of the potential  effect to limited
     partners,  exclusive of the rental units discussed above in connection with
     the eminent domain  proceeding,  of approximately $39 per Unit representing
     recapture  of  Low-income  Tax  Credits  on rental  units not  rebuilt  and
     approximately  $8 per  Unit  per  annum  representing  the  loss of  future
     Low-income  Tax Credits  through  1998.  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  (principally  received  in 1993) (see
     discussion above), while recognizing expenses currently. In addition, the B
     & V Local  Partnership is not recognizing full  depreciation  expense while
     the complex is in the  process of being  reconstructed.  The  Partnership's
     investment balance in the B & V Local Partnership,  after the allocation of
     cumulative equity losses, is zero as of September 29, 1996.

     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.  Since May 1, 1996, all 97 of the rental units
     were complete and occupied.  Under an agreement with the lender,  the B & V
     Phase I Local  Partnership  was to commence paying debt service in January,
     1995 which was to coincide with the  completion of  construction.  However,
     due to  construction  delays,  the B & V Phase I Local  Partnership 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 September 29, 1996.

4.   Additional Information

     Additional  information,  including  the audited  March 30, 1996  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, 1996 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, 1996, Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1996.  Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss from  operations  of the Local  Partnerships.  During the six months  ended
September  29,  1996,  Registrant  received  cash  from  interest  earnings  and
distributions  from Local  Partnerships  and utilized cash for normal  operating
expenses.  During the six months ended September 29, 1996, Registrant recorded a
net  unrealized  loss on  bonds  available-for-sale  of  approximately  $48,000,
resulting  in a net  unrealized  gain of  approximately  $143,000  reflected  in
Registrant's  partners'  equity (deficit) as of September 29, 1996. In addition,
during the six months ended September 29, 1996, Registrant recorded amortization
of net  premium on  investments  in bonds of  approximately  $16,000,  which was
partially offset by accretion of zero coupon bonds of approximately  $8,000.  In
addition,  during the six months ended September 29, 1996,  Registrant  received
$75,000  from the  maturity of  investments  in bonds held for  working  capital
purposes.  During the six months ended  September  29, 1996,  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, 1996 of $1,017,800 and
by cash distributions received from Local Partnerships of $18,750.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the Properties,  virtually all of which receive rental
subsidy payments,  including payments under Section 8 of Title II of the Housing
and Community  Development  Act of 1974  ("Section  8"), are subject to specific
laws,  regulations and agreements  with federal and state agencies.  The subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the  Local  Partnerships.   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.
Two Local  Partnerships'  Section 8 contracts  are  scheduled  to expire in 1997
after being extended for one year and one Local Partnership's Section 8 contract
is scheduled to expire during 1996.  In addition,  the Local  Partnerships  have
various  financing  structures  which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws,  regulations  and agreements  with  appropriate
federal and state agencies  ("Non-Mandatory  Debt Service or Interest").  During
the six months  ended June 30,  1996,  revenue from  operations,  Local  General
Partner  advances and reserves of the Local  Partnerships  have  generally  been
sufficient to cover the operating  expenses and Mandatory Debt Service.  Certain
Local  Partnerships  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, certain Local Partnerships'  operating  information indicates below break
even operations after taking into account their mortgage and financing structure
and the required deferral of property management fees.

The terms of the partnership  agreement of 4611 South Drexel Limited Partnership
(the "South Drexel Local Partnership")  require the Local General Partner of the
South Drexel Local  Partnership to cause the management  agent to defer property
management  fees in order to avoid a  default  under  the  mortgages.  The South
Drexel Local Partnership  incurred an operating deficit for the six months ended
June 30, 1996 of approximately  $21,000 which includes property  management fees
of   approximately   $7,000.   Accordingly,   the  net  operating   deficit  was
approximately  $14,000.  The Local  General  Partner of the South  Drexel  Local
Partnership  reports that all required  payments  under the  mortgages  and real
estate taxes are current.  Of Registrant's  total annual Low-income Tax Credits,
approximately 1.12% is allocated from the South Drexel Local Partnership.

The terms of the partnership  agreement of Erie Associates  Limited  Partnership
(the "Erie Local  Partnership")  require the Local General  Partners of the Erie
Local  Partnership  to cause the management  agent to defer property  management
fees in order to avoid a default under the mortgage.  The Erie Local Partnership
incurred  an  operating  deficit  for the six  months  ended  June  30,  1996 of
approximately  $5,000 which includes  property  management fees of approximately
$3,000.

Accordingly,  the net operating deficit was approximately $2,000. The Erie Local
Partnership is operating  pursuant to an amended and restated note (the "Amended
Note") dated  December 1, 1994 which matures on December 31, 1997.  The original
financing  called for  Mandatory  Debt  Service  of $7,647 per month,  while the
Amended  Note  requires  monthly  Mandatory  Debt  Service of $5,883.  The Local
General  Partner  of the Erie  Local  Partnership  reports  that the Erie  Local
Partnership  is one month in arrears  under the terms of the Amended  Note as of
June 30, 1996 and that  management  fees are  currently  being  paid.  The Local
General  Partner of the Erie Local  Partnership  further  reports  that the Erie
Local  Partnership  has not  received a notice of default  from the  lender.  Of
Registrant's  total  annual  Low-income  Tax  Credits,  approximately  2.40%  is
allocated from the Erie Local Partnership.

Registrant acquired a 99% limited partnership  interest in B & V, Ltd. (the "B &
V Local  Partnership"),  a 190-unit  complex  located in  Homestead,  Florida in
December,  1988. In August,  1992, much of Homestead,  Florida was devastated by
Hurricane Andrew and the Property owned by the B & V Local Partnership sustained
substantial  damage.  The City of Homestead  has taken,  but has not acted upon,
administrative action threatening to demolish  approximately 100 rental units in
the B & V complex unless reconstruction  immediately  commences.  If demolished,
the rebuilding of all such rental 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  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 B & V
Local  Partnership is pursuing a lawsuit against the insurance  company in State
court. The Local General Partner of the B & V Local  Partnership had agreed with
the lender and Registrant to effect a plan of action. The objectives of the plan
were  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.  According  to the plan of action,  the B & V
Local  Partnership  filed a  petition  of  bankruptcy  under  Chapter  11 of the
Bankruptcy  Code 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 (the "Mediation").
In  addition,  the City of  Homestead  had filed an action in order to take four
buildings  comprising 32 rental units by eminent  domain  proceeding.  Effective
April,  1996,  the City of Homestead  was awarded such  buildings  pursuant to a
quick-take  proceeding and in June, 1996, the B & V Local Partnership accepted a
settlement offer from the City of Homestead in the amount of $280,000 plus legal
costs.  Subject to lender  approval,  the B & V Local  Partnership  intended  to
utilize such proceeds toward the  rehabilitation  of the remaining rental units.
However,  the lender has recently expressed that it is not in favor of utilizing
the proceeds for such purposes. In addition, the lender has moved the Bankruptcy
Court for relief from the bankruptcy  stay. In response,  the  Bankruptcy  Court
modified  the  automatic  stay to allow the  lender to  commence  a  foreclosure
action. On August 27, 1996 the lender filed its Complaint to Foreclose  Mortgage
and Securities Interests in the Circuit Court for Dade County, Florida.  Shortly
thereafter,  the B & V Local Partnership filed its answer to the Complaint.  The
Bankruptcy Court has limited the progress of this action solely to the filing of
pleadings. In addition, the lender has moved the Bankruptcy Court for a complete
dismissal of the bankruptcy proceeding.  The Bankruptcy Court denied this motion
provided  that a plan of  reorganization  was filed on behalf of the B & V Local
Partnership  by September 17, 1996.  On September 17, 1996,  both the lender and
Registrant filed proposed plans of  reorganization  and accompanying  disclosure
statements.  The Bankruptcy  Court  considered the sufficiency of the disclosure
statements at a hearing on November 7, 1996, and both parties are in the process
of amending  the  disclosure  statements  to provide  additional  financial  and
factual information.  The Bankruptcy Court will further consider the sufficiency
of the  disclosure  statements  after it  determines  the value of the  lender's
interest in the Property on or about  November  15,  1996.  As a result of these
recent  developments   concerning  the  lender's  position,  the  Mediation  was
postponed.  As a result of the  quick-take of the 32 rental units by the City of
Homestead,  Registrant  will incur a recapture of  Low-income  Tax Credits taken
through December, 1995 of approximately $163,000 (representing  approximately $4
per Unit) and will be unable to utilize future Low-income Tax Credits associated
with such apartments of approximately  $188,000  (representing  approximately $5
per Unit) for the period January,  1996 through 1998. Because of the outstanding
matters,   including  those  associated  with  the  lender  and  the  bankruptcy
proceeding,  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 remaining rental units. If it is not successful, the partners
of Registrant could suffer additional  partial recapture of previous  Low-income
Tax Credits and a reduction of future  Low-income Tax Credits generated by the B
& V Local Partnership. As of November 1, 1996, 52 rental units are completed and
occupied. 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,  except for the rental units taken  through
eminent  domain,  Registrant  may continue to utilize the Low-income Tax Credits
without  interruption.  However,  Registrant's tax  professionals  have 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 rental
units not completed as of December 31, 1994.  In addition,  if any of the rental
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 rental units.  In addition,  the management  agent
was notified on June 14, 1996 by the  monitoring  agent for the Florida  Housing
Finance  Agency that,  as a result of rental units not in service,  a portion of
the  property  is  considered  to be in  non-compliance  which  could  result in
additional  recapture or the inability to utilize future Low-income Tax Credits.
Of Registrant's total annual Low-income Tax Credits,  approximately $387,000 was
allocated  from the B & V Local  Partnership  (prior to the loss of rental units
taken through eminent domain) which represents  approximately  6.4% of the total
annual  Low-income Tax Credits.  Although these matters are  complicated and the
law is unclear, Registrant has calculated an estimate of the potential effect to
limited  partners,  exclusive of the rental units  discussed above in connection
with the eminent domain  proceeding,  of approximately $39 per Unit representing
recapture   of   Low-income   Tax  Credits  on  rental  units  not  rebuilt  and
approximately $8 per Unit per annum  representing the loss of future  Low-income
Tax Credits  through 1998.  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  (principally  received in 1993) (see discussion
above),  while  recognizing  expenses  currently.  In addition,  the B & V Local
Partnership is not recognizing full depreciation expense while the complex is in
the process of being reconstructed. Registrant's investment balance in the B & V
Local Partnership,  after the allocation of cumulative equity losses, is zero as
of September 29, 1996.

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 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 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.  Since  May 1,  1996,  all 97 of the  rental  units  were  complete  and
occupied.  Under  an  agreement  with  the  lender,  the  B & V  Phase  I  Local
Partnership  was to commence  paying debt service in January,  1995 which was to
coincide  with the  completion of  construction.  However,  due to  construction
delays,  the B & V Phase I Local  Partnership  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 September 29, 1996. Of Registrant's
total annual Low-income Tax Credits,  approximately 1.3% is allocated from the B
& V Phase I Local Partnership.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investments in Local Partnerships
in accordance  with the equity method of accounting.  Under the equity method of
accounting,  the investment is carried at cost and is adjusted for  Registrant's
share  of the  Local  Partnership's  results  of  operations  and  by  any  cash
distributions  received.  Equity in loss of each investment in Local Partnership
allocated to Registrant is recognized to the extent of  Registrant's  investment
balance in each Local Partnership.  Any equity in loss in excess of Registrant's
investment  balance  in a Local  Partnership  is  allocated  to other  partners'
capital  in each such  Local  Partnership.  As a result,  the  equity in loss of
investment  in Local  Partnerships  is  expected  to  decrease  as  Registrant's
investment balances in the respective Local Partnerships become zero.

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  the  Local  Partnerships
currently  operating below economic break even levels.  In the case of the B & V
Local  Partnership,  losses have been exacerbated due to consequences  resulting
from Hurricane Andrew. 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 Months Ended September 29, 1996

For the three months ended  September  29,  1996,  Registrant  had a net loss of
approximately $606,000,  which included an equity in loss of investment in Local
Partnerships of approximately $551,000 for the three months ended June 30, 1996.
Registrant's  loss from operations for the three months ended September 29, 1996
of  approximately  $55,000 was attributable to interest revenue of approximately
$63,000,  exceeded by operating  expenses of  approximately  $118,000.  Interest
income for future  periods is expected to decline as investments in bonds mature
and are utilized for Registrant's operating expenses.

The  Local  Partnerships'  net loss of  approximately  $1,203,000  for the three
months  ended June 30,  1996 was  attributable  to rental  and other  revenue of
approximately $3,964,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,144,000 and approximately $1,023,000
of depreciation and amortization expenses.

Three Months Ended September 29, 1995

For the three months ended  September  29,  1995,  Registrant  had a net loss of
approximately $487,000,  which included an equity in loss of investment in Local
Partnerships of approximately $445,000 for the three months ended June 30, 1995.
Registrant's  loss from operations for the three months ended September 29, 1995
of  approximately  $42,000 was attributable to interest revenue of approximately
$63,000  and other  income  from Local  Partnerships  of  approximately  $3,000,
exceeded by operating expenses of approximately $108,000.

The Local Partnerships' net loss of approximately  $983,000 for the three months
ended  June  30,  1995  was   attributable   to  rental  and  other  revenue  of
approximately $3,907,000, exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately  $3,892,000 and approximately $998,000
of depreciation and amortization expenses.

Six Months Ended September 29, 1996

For the six  months  ended  September  29,  1996,  Registrant  had a net loss of
approximately  $1,119,000,  which  included an equity in loss of  investment  in
Local Partnerships of approximately $1,018,000 for the six months ended June 30,
1996.  Registrant's  loss from operations for the six months ended September 29,
1996  of  approximately   $101,000  was  attributable  to  interest  revenue  of
approximately   $130,000,   exceeded  by  operating  expenses  of  approximately
$231,000.  Interest  income  for  future  periods  is  expected  to  decline  as
investments  in  bonds  mature  and  are  utilized  for  Registrant's  operating
expenses.

The Local Partnerships' net loss of approximately  $2,402,000 for the six months
ended  June  30,  1996  was   attributable   to  rental  and  other  revenue  of
approximately $7,964,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $8,327,000 and approximately $2,039,000
of depreciation and amortization expenses.

Six Months Ended September 29, 1995

For the six  months  ended  September  29,  1995,  Registrant  had a net loss of
approximately  $1,140,000,  which  included an equity in loss of  investment  in
Local Partnerships of approximately $1,062,000 for the six months ended June 30,
1995.  Registrant's  loss from operations for the six months ended September 29,
1995  of   approximately   $78,000  was  attributable  to  interest  revenue  of
approximately  $138,000  and other  income  from Local  Partnerships  of $5,000,
exceeded by operating expenses of approximately $221,000.

The Local Partnerships' net loss of approximately  $2,188,000 for the six months
ended  June  30,  1995  was   attributable   to  rental  and  other  revenue  of
approximately  $7,704,000,  exceeded  by  operating  and  interest  expenses  of
approximately  $7,897,000  and  approximately  $1,995,000  of  depreciation  and
amortization expenses.

Three and Six Month Periods Ended September 29, 1996 versus
Three and Six Month Periods Ended September 29, 1995

Registrant's  operations for the three months ended  September 29, 1996 resulted
in a  net  loss  of  approximately  $606,000  as  compared  to  a  net  loss  of
approximately  $487,000 for the same period in 1995. The increase in net loss is
primarily  attributable  to an increase in the equity in loss of  investment  in
Local Partnerships of approximately  $106,000,  which is primarily the result of
an  increase in the  operating  expenses  of the Local  Partnerships,  partially
offset by an increase in the  nonrecognition of losses in excess of Registrant's
investment in certain Local Partnerships of approximately  $95,000 in accordance
with the equity method of  accounting.  Although the Local  Partnerships'  total
operating  expenses  have  increased for the three months ended June 30, 1996 as
compared to the 1995 period, they are comparable to the total operating expenses
incurred during the year ended December 31, 1995.

Registrant's  operations for the six months ended September 29, 1996 resulted in
a  net  loss  of  approximately   $1,119,000  as  compared  to  a  net  loss  of
approximately  $1,140,000 for the same period in 1995.  Although the net loss is
comparable, the nonrecognition of losses in excess of Registrant's investment in
certain Local  Partnerships  increased by approximately  $238,000.  Although the
Local  Partnerships'  total operating expenses have increased for the six months
ended June 30, 1996 as compared to the 1995 period,  they are  comparable to the
total  operating  expenses  incurred  during the year ended  December  31, 1995.
Equity in loss of  investment in Local  Partnerships  is expected to decrease as
Registrant's  investment  balances in the respective 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
         of the  Bankruptcy  Code 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.  The Court had previously 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,  but remanded  HUD to review the rent  computations
         used in determining the base rent component.  The Court has since ruled
         in favor of HUD and the local  general  partner  of the  Federal  Local
         Partnership  has filed an appeal in both  rulings.  The  Federal  Local
         Partnership  is unable to determine at this time the final amounts that
         may be recoverable from HUD and/or FLHA.

         The principal  shareholder  of the local general  partner of Grove Park
         Housing,  A  California  Limited  Partnership  (the  "Grove  Park Local
         Partnership")  recently pled guilty to criminal  charges of mail fraud,
         submitting  a false  statement  to HUD and  obstructing  a HUD audit in
         connection with alleged  misappropriation  of funds.  Registrant is not
         aware of any charges of alleged  misappropriation  related to the local
         general partner's management of the Grove Park Local Partnership.

         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.

         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,  pursuant to 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 conducting  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
         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: November 13, 1996          s/ Richard Paul Richman
      -----------------          ------------------------
                                 Richard Paul Richman
                                 President, Chief Executive Officer and
                                 Director of the general partner of the
                                 General Partner


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