UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2005

                                       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.
         340 Pemberwick Road
        Greenwich, Connecticut                                     06831
----------------------------------------                     -------------------
(Address of principal executive offices)                         (Zip Code)


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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.

Yes |X| No |_|

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer |_| Accelerated Filer |_| Non-Accelerated Filer |X|

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

Yes |_| No |X|
<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


                                       2
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              December 30,     March 30,
                                                                 Notes            2005           2005
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
ASSETS

Cash and cash equivalents                                                     $    351,238    $    724,308
Marketable equity security                                               2                         147,286
Investments in bonds                                                     2         124,326         123,135
Investment in local partnerships                                         3         355,817         444,113
Prepaid expenses                                                                                     3,960
Interest receivable                                                                    205             684
                                                                              ------------    ------------

                                                                              $    831,586    $  1,443,486
                                                                              ============    ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                      $     58,183    $     60,263
   Payable to general partner and affiliates                                                        79,010
                                                                              ------------    ------------

                                                                                    58,183         139,273
                                                                              ------------    ------------
Commitments and contingencies                                          3,4

Partners' equity (deficit)
   General partner                                                                (357,971)       (353,860)
   Limited partners (41,286 units of limited partnership
     interest outstanding)                                                       1,130,890       1,537,871
   Accumulated other comprehensive income, net                           2             484         120,202
                                                                              ------------    ------------

                                                                                   773,403       1,304,213
                                                                              ------------    ------------

                                                                              $    831,586    $  1,443,486
                                                                              ============    ============
</TABLE>

                       See Notes to Financial Statements.


                                       3
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                            STATEMENTS OF OPERATIONS
          THREE AND NINE MONTH PERIODS ENDED DECEMBER 30, 2005 AND 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 Three Months      Nine Months       Three Months       Nine Months
                                                                     Ended             Ended             Ended             Ended
                                                                 December 30,      December 30,      December 30,      December 30,
                                                   Notes             2005              2005              2004              2004
                                               -------------   --------------    --------------    --------------    --------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
REVENUE

Interest                                                       $      101,788    $      112,676    $        3,440    $       24,838
Other income from local partnerships                      3             2,500            12,500                               7,500
                                                               --------------    --------------    --------------    --------------

TOTAL REVENUE                                                         104,288           125,176             3,440            32,338
                                                               --------------    --------------    --------------    --------------
EXPENSES

Administration fees                                                    45,930           137,792            45,930           137,792
Management fee                                                         43,877           131,611            43,877           131,611
Professional fees                                                      19,047            61,276            16,002            57,033
State of New Jersey filing fee                                         12,585            49,357            14,943            45,740
Printing, postage and other                                            17,848            30,033            24,099            39,402
                                                               --------------    --------------    --------------    --------------

TOTAL EXPENSES                                                        139,287           410,069           144,851           411,578
                                                               --------------    --------------    --------------    --------------

                                                                      (34,999)         (284,893)         (141,411)         (379,240)

Equity in income (loss) of investment in
  local partnerships                                      3           (78,245)         (215,881)           40,635          (464,470)
                                                               --------------    --------------    --------------    --------------
Loss prior to gain on sale of local
  partnership property                                               (113,244)         (500,774)         (100,776)         (843,710)

Gain on sale of local partnership
  property                                                3            89,682            89,682             5,593           878,645
                                                               --------------    --------------    --------------    --------------

NET INCOME (LOSS)                                                     (23,562)         (411,092)          (95,183)           34,935

Other comprehensive income (loss)                         2          (108,508)         (119,718)           12,020            40,583
                                                               --------------    --------------    --------------    --------------

COMPREHENSIVE INCOME (LOSS)                                    $     (132,070)   $     (530,810)   $      (83,163)   $       75,518
                                                               ==============    ==============    ==============    ==============
NET INCOME (LOSS) ATTRIBUTABLE TO

   General partner                                             $         (236)   $       (4,111)   $         (952)   $          349
   Limited partners                                                   (23,326)         (406,981)          (94,231)           34,586
                                                               --------------    --------------    --------------    --------------

                                                               $      (23,562)   $     (411,092)   $      (95,183)   $       34,935
                                                               ==============    ==============    ==============    ==============
NET INCOME (LOSS) per unit of limited
   partnership interest (41,286 units of
   limited partnership interest)                               $         (.57)   $        (9.86)   $        (2.28)   $          .84
                                                               ==============    ==============    ==============    ==============
</TABLE>

                       See Notes to Financial Statements.


                                       4
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              2005            2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                         $     13,482    $     13,534
Cash paid for
     administration fees                                      (172,935)       (172,906)
     management fee                                           (175,478)       (175,466)
     professional fees                                         (73,444)        (72,944)
     State of New Jersey filing fee                            (32,812)        (60,986)
     printing, postage and other expenses                      (32,530)        (39,402)
                                                          ------------    ------------

Net cash used in operating activities                         (473,717)       (508,170)
                                                          ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES

Advances to local partnerships                                (178,228)       (339,478)
Cash distributions from local partnerships                      63,143          18,607
Proceeds in connection with sale of local partnership
  property                                                      89,682       1,001,903
Proceeds from maturities/redemptions and sales of bonds
  and marketable equity security                               126,050         520,250
                                                          ------------    ------------

Net cash provided by investing activities                      100,647       1,201,282
                                                          ------------    ------------

Net increase (decrease) in cash and cash equivalents          (373,070)        693,112

Cash and cash equivalents at beginning of period               724,308          76,527
                                                          ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $    351,238    $    769,639
                                                          ============    ============
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds and
  marketable equity security, net                         $   (119,718)   $     40,853
                                                          ============    ============
</TABLE>

--------------------------------------------------------------------------------
See reconciliation of net income (loss) to net cash used in operating activities
on page 6.

                       See Notes to Financial Statements.


                                       5
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                     STATEMENTS OF CASH FLOWS - (Continued)
                  NINE MONTHS ENDED DECEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      2005           2004
                                                                                  ------------    ------------
<S>                                                                               <C>             <C>
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES

Net income (loss)                                                                 $   (411,092)   $     34,935

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

   Equity in loss of investment in local partnerships                                  215,881         464,470
   Gain on disposal of local partnership interest                                      (89,682)       (878,645)
   Gain on redemptions and sales of bonds and marketable equity security               (96,200)         (9,984)
   Distributions from local partnerships classified as other income                    (12,500)         (7,500)
   Amortization of net premium on investments in bonds                                     189           1,960
   Accretion of zero coupon bonds                                                       (3,662)         (8,150)
   Decrease in prepaid expenses                                                          3,960
   Decrease in interest receivable                                                         479           4,870
   Decrease in accounts payable and accrued expenses                                    (2,080)        (31,157)
   Decrease in due to general partner and affiliates                                   (79,010)        (78,969)
                                                                                  ------------    ------------

NET CASH USED IN OPERATING ACTIVITIES                                             $   (473,717)   $   (508,170)
                                                                                  ============    ============
</TABLE>

                       See Notes to Financial Statements.


                                       6
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 2005
                                   (UNAUDITED)

1.    Basis of Presentation

      The accompanying unaudited financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America for interim financial information. They do not include
      all information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial
      statements. The results of operations are impacted significantly by the
      combined results of operations of the Local Partnerships, which are
      provided by the Local Partnerships on an unaudited basis during interim
      periods. Accordingly, the accompanying financial statements are dependent
      on such unaudited information. In the opinion of the General Partner, the
      financial statements include all adjustments necessary to present fairly
      the financial position as of December 30, 2005 and the results of
      operations and cash flows for the interim periods presented. All
      adjustments are of a normal recurring nature. The results of operations
      for the nine months ended December 30, 2005 are not necessarily indicative
      of the results that may be expected for the entire year.

      Certain prior period Local Partnership amounts reflected in Note 3 have
      been reclassified to conform to the current period presentation.

2.    Investments in Bonds

      As of December 30, 2005, certain information concerning investments in
      bonds is as follows:

<TABLE>
<CAPTION>
                                                          Gross           Gross
                                         Amortized      unrealized      unrealized       Estimated
    Description and maturity                cost          gains           losses        fair value
    ------------------------            ------------   ------------    ------------    ------------
<S>                                     <C>            <C>             <C>             <C>
Corporate debt securities
  Within one year                       $     22,312   $         70    $        (17)   $     22,365

U.S. government and agency securities
  After one year through five years          101,530            431              --         101,961
                                        ------------   ------------    ------------    ------------

                                        $    123,842   $        501    $        (17)   $    124,326
                                        ============   ============    ============    ============
</TABLE>

     The Partnership's marketable equity security was sold during the three
     months ended December 30, 2005, resulting in a realized gain of $96,200.
     Such gain is included in interest revenue in the accompanying statements of
     operations for the three and nine month periods ended December 30, 2005
     (see Note 4).

                                       7
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2005
                                   (UNAUDITED)

3.    Investment in Local Partnerships

      The Partnership originally acquired limited partnership interests in Local
      Partnerships representing capital contributions in the aggregate amount of
      $35,808,979, which includes advances made to certain Local Partnerships.
      As of December 30, 2005, the Partnership holds an interest in fifteen
      Local Partnerships that have, as of September 30, 2005, outstanding
      mortgage loans payable totaling approximately $62,743,000 and accrued
      interest payable on such loans totaling approximately $9,069,000, which
      are secured by security interests and liens common to mortgage loans on
      the Local Partnerships' real property and other assets.

      For the nine months ended December 30, 2005, the investment in local
      partnerships activity consists of the following:

         Investment in local partnerships as of March 30, 2005      $  444,113

         Equity in loss of investment in local partnerships           (215,881)*

         Cash distributions received from Local Partnerships           (63,143)

         Cash distributions from Local Partnerships classified as
           other income                                                 12,500

         Advances to Local Partnerships                                178,228
                                                                    ----------

         Investment in local partnerships as of December 30, 2005   $  355,817
                                                                    ==========

      * 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
      $3,220,286 for the nine months ended September 30, 2005 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
      September 30, 2005 and December 31, 2004 and the combined unaudited
      statements of operations of the Local Partnerships for the three and nine
      month periods ended September 30, 2005 and 2004 are reflected on pages 9
      and 10, respectively.


                                       8
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2005
                                   (UNAUDITED)

3.    Investment in Local Partnerships (continued)

      The combined balance sheets of the Local Partnerships as of September 30,
      2005 and December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                         September 30,     December 31,
                                                             2005              2004
                                                        --------------    --------------
<S>                                                     <C>               <C>
ASSETS

Cash and cash equivalents                               $      731,706    $    1,657,083
Rents receivable                                               238,808           225,796
Escrow deposits and reserves                                 3,875,085         2,765,158
Land                                                         3,498,222         3,738,736
Buildings and improvements (net of accumulated
  depreciation of $54,691,686 and $54,404,223)              38,800,105        43,943,944
Intangible assets (net of accumulated amortization of
  $735,764 and $727,211)                                     1,256,475         1,249,973
Other assets                                                   789,225         1,136,876
                                                        --------------    --------------

                                                        $   49,189,626    $   54,717,566
                                                        ==============    ==============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                 $    1,262,420    $    1,334,249
  Due to related parties                                     6,715,238         6,180,381
  Mortgage loans                                            62,742,580        64,965,862
  Notes payable                                                891,784           929,066
  Accrued interest                                           9,069,198         8,482,445
  Other liabilities                                            288,821           370,402
                                                        --------------    --------------

                                                            80,970,041        82,262,405
                                                        --------------    --------------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
     Capital contributions, net of distributions            28,301,266        30,627,345
     Cumulative loss                                       (28,170,951)      (27,955,070)
                                                        --------------    --------------

                                                               130,315         2,672,275
                                                        --------------    --------------
  General partners and other limited partners
     Capital contributions, net of distributions               851,512           990,687
     Cumulative loss                                       (32,762,242)      (31,207,801)
                                                        --------------    --------------

                                                           (31,910,730)      (30,217,114)
                                                        --------------    --------------

                                                           (31,780,415)      (27,544,839)
                                                        --------------    --------------

                                                        $   49,189,626    $   54,717,566
                                                        ==============    ==============
</TABLE>


                                       9
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2005
                                   (UNAUDITED)

3.    Investment in Local Partnerships (continued)

      The combined statements of operations of the Local Partnerships for the
      three and nine month periods ended September 30, 2005 and 2004 are as
      follows:

<TABLE>
<CAPTION>
                                                 Three Months       Nine Months      Three Months        Nine Months
                                                     Ended             Ended             Ended              Ended
                                                 September 30,     September 30,     September 30,      September 30,
                                                     2005              2005              2004               2004
                                                 --------------    --------------    --------------    --------------
<S>                                              <C>               <C>               <C>               <C>
REVENUE

Rental                                           $    3,429,046    $    9,265,123    $    3,590,976    $   11,187,999
Interest and other                                       62,635           165,907           167,362           299,721
                                                 --------------    --------------    --------------    --------------

TOTAL REVENUE                                         3,491,681         9,431,030         3,758,338        11,487,720
                                                 --------------    --------------    --------------    --------------
EXPENSES

Administrative                                          667,762         2,186,168           752,548         2,163,636
Utilities                                               337,444         1,040,269           293,809         1,222,948
Operating and maintenance                               750,065         2,239,865           924,328         2,654,214
Taxes and insurance                                     341,322         1,051,237           344,760         1,126,338
Financial                                             1,335,511         4,062,678         1,511,389         4,313,538
Depreciation and amortization                           939,155         2,799,012           924,183         2,837,689
                                                 --------------    --------------    --------------    --------------

TOTAL EXPENSES                                        4,371,259        13,379,229         4,751,017        14,318,363
                                                 --------------    --------------    --------------    --------------
Loss from operations before gain on sale of
  property                                             (879,578)       (3,948,199)         (992,679)       (2,830,643)

Gain on sale of property                                454,866           454,866         1,851,658         1,851,658
                                                 --------------    --------------    --------------    --------------

NET EARNINGS (LOSS)                              $     (424,712)   $   (3,493,333)   $      858,979    $     (978,985)
                                                 ==============    ==============    ==============    ==============
NET EARNINGS (LOSS) ATTRIBUTABLE TO

  American Tax Credit Properties L.P. *          $      (78,245)   $     (215,881)   $    1,824,776    $    1,368,671
  General partners and other limited partners,
    which includes $336,646, $3,220,286,
    $960,576 and $2,297,668 of Partnership
    loss in excess of investment                       (346,467)       (3,277,452)         (965,797)       (2,347,656)
                                                 --------------    --------------    --------------    --------------

                                                 $     (424,712)   $   (3,493,333)   $      858,979    $     (978,985)
                                                 ==============    ==============    ==============    ==============
</TABLE>

      * 2004 amounts include an allocation on the gain on sale of property of
      $1,833,141. The net earnings (loss) allocations from operations for the
      three and nine month periods ended September 30, 2004 are $40,635 and
      $(464,470), respectively.

      The combined results of operations of the Local Partnerships for the nine
      months ended September 30, 2005 are not necessarily indicative of the
      results that may be expected for an entire operating period.


                                       10
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2005
                                   (UNAUDITED)

3.    Investment in Local Partnerships (continued)

      Cobbet Hill Associates Limited Partnership ("Cobbet") was originally
      financed with a first mortgage with mandatory monthly payment terms with
      the Massachusetts Housing Finance Agency ("MHFA") and a second mortgage
      with MHFA under the State Housing Assistance for Rental Production Program
      (the "SHARP Operating Loan") whereby proceeds would be advanced monthly as
      an operating subsidy (the "Operating Subsidy Payments"). The terms of the
      SHARP Operating Loan called for declining Operating Subsidy Payments over
      its term (not more than 15 years). However, due to the economic condition
      of the Northeast region in the early 1990's, MHFA instituted an operating
      deficit loan (the "ODL") program that supplemented the scheduled reduction
      in the Operating Subsidy Payments. Effective October 1, 1997, MHFA
      announced its intention to eliminate the ODL program, such that Cobbet no
      longer receives the ODL, without which Cobbet is unable to make the full
      mandatory debt service payments on its first mortgage. MHFA issued a
      formal notice of default dated February 2, 2004. The Local General
      Partners are currently negotiating with MHFA to transfer the ownership of
      the Property to the unaffiliated management agent, which will redevelop
      and recapitalize the Property. The Partnership does not believe that it
      will receive any proceeds from such a transfer. Since the date MHFA ceased
      funding the ODL through December 31, 2004, Cobbet has accumulated over
      $3,000,000 of arrearages and other charges. The Partnership's investment
      balance in Cobbet, after cumulative equity losses, became zero during the
      year ended March 30, 1994.

      The Local General Partner of Hilltop North Associates, A Virginia Limited
      Partnership ("Hilltop"), reports that the Property was sold in September
      2005 and that the underlying mortgage was satisfied in full; the
      Partnership did not receive any proceeds and there is no impact on the
      Partnership's financial statements as a result of such sale. The
      Partnership's investment balance in Hilltop, after cumulative equity
      losses, became zero during the year ended March 30, 1999.

      The Partnership advanced $178,228 during the nine months ended December
      30, 2005 to 4611 South Drexel Limited Partnership ("South Drexel") to fund
      operating deficits, which includes making necessary capital improvements
      to the property. Cumulative advances as of December 30, 2005 are $849,651.
      Such advances have been recorded as investment in local partnerships and
      have been offset by additional equity in loss of investment in local
      partnerships.

4.    Additional Information

      Additional information, including the audited March 30, 2005 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, 2005 on file with the
      Securities and Exchange Commission.


                                       11
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

Material Changes in Financial Condition

As of December 30, 2005, American Tax Credit Properties L.P. (the "Registrant")
has experienced a significant change in financial condition as compared to March
30, 2005. Principal changes in assets are comprised of periodic transactions and
adjustments and equity in loss from operations of the local partnerships (the
"Local Partnerships"), which own low-income multifamily residential complexes
(the "Properties") that qualify for the low-income tax credit in accordance with
Section 42 of the Internal Revenue Code (the "Low-income Tax Credit"). During
the nine months ended December 30, 2005, Registrant received cash from interest
revenue, maturities/redemptions and sales of marketable equity securities and
distributions from Local Partnerships and utilized cash for operating expenses
and advances to a Local Partnership (see Local Partnership Matters below), which
advances have been recorded as investment in local partnerships. Cash and cash
equivalents, marketable equity security and investments in bonds decreased, in
the aggregate, by approximately $519,000 during the nine months ended December
30, 2005 (which includes a net unrealized loss on investments in bonds and
marketable equity security of approximately $120,000 and accretion of zero
coupon bonds of approximately $4,000). 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 nine
months ended December 30, 2005, the investment in local partnerships decreased
as a result of Registrant's equity in the Local Partnerships' net loss for the
nine months ended September 30, 2005 of $215,881 and cash distributions received
from Local Partnerships of $50,643 (exclusive of distributions from Local
Partnerships of $12,500 classified as other income), partially offset by
advances made to a Local Partnership of $178,228 (see discussion below under
Local Partnership Matters).

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. In addition, the book value of
Registrant's investment in each Local Partnership (the "Local Partnership
Carrying Value") may be reduced if the Local Partnership Carrying Value is
considered to exceed the estimated value derived by management. Accordingly,
cumulative losses and cash distributions in excess of the investment or an
adjustment to a Local Partnership's Carrying Value are not necessarily
indicative of adverse operating results of a Local Partnership. 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 December 30, 2005 and 2004
resulted in net losses of $23,562 and $95,183, respectively. The decrease in net
loss is primarily attributable to (i) an increase in gain on sale of local
partnership property of approximately $84,000 in connection with the final
settlement of the 2004 sale of the Property owned by Blue Hill Housing Limited
Partnership ("Blue Hill") and (ii) an increase in interest revenue of
approximately $98,000 resulting primarily from the sale of a marketable equity
security, partially offset by an increase in equity in loss of investment in
local partnerships of approximately 119,000, which increase resulted primarily
from an increase in the net operating losses of certain Local Partnerships in
which Registrant continued to have an investment balance, partially offset by a
decrease in advances being made to certain Local Partnerships and being charged
to equity in loss of investment in local partnerships (see discussion below
under Local Partnership Matters). Other comprehensive income (loss) for the nine
months ended December 30, 2005 and 2004 resulted from a net unrealized gain
(loss) on investments in bonds and marketable equity security of $(108,508) and
$12,020, respectively.


                                       12
<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' loss from operations of approximately $880,000 for the
three months ended September 30, 2005 was attributable to rental and other
revenue of approximately $3,492,000, exceeded by operating and interest expense
(including interest on non-mandatory debt) of approximately $3,433,000 and
approximately $939,000 of depreciation and amortization expense. The Local
Partnerships' loss from operations of approximately $993,000 for the three
months ended September 30, 2004 was attributable to rental and other revenue of
approximately $3,758,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $3,827,000 and approximately
$924,000 of depreciation and amortization expense. The results of operations of
the Local Partnerships for the three months ended September 30, 2005 are not
necessarily indicative of the results that may be expected in future periods.
Revenue of the Local Partnerships has decreased in 2005, in part, as a result of
the sale of the Blue Hill Property (which occurred in the third quarter of 2004)
and unusually high vacancies at certain of the other Properties.

Registrant's operations for the nine months ended December, 2005 and 2004
resulted in net income (loss) of $(411,092) and $34,935, respectively. The net
income in fiscal 2005 was the result of the gain on sale of local partnership
property of approximately $879,000 in connection with Blue Hill; approximately
$90,000 of additional gain was recognized in fiscal 2006 upon final settlement.
Otherwise, Registrant experienced an increase in interest revenue of
approximately $88,000 resulting primarily from the sale of a marketable equity
security and a decrease in equity in loss of investment in local partnerships of
approximately $249,000, which decrease is primarily the result of a decrease in
the net operating losses of certain Local Partnerships in which Registrant
continued to have an investment balance and a decrease in advances being made to
certain Local Partnerships and being charged to equity in loss of investment in
local partnerships (see discussion below under Local Partnership Matters). Other
comprehensive income (loss) for the nine months ended December 30, 2005 and 2004
resulted from a net unrealized gain (loss) on investments in bonds and
marketable equity security of $(119,718) and $40,583 respectively.

The Local Partnerships' loss from operations of approximately $3,948,000 for the
nine months ended September 30, 2005 was attributable to rental and other
revenue of approximately $9,431,000, exceeded by operating and interest expense
(including interest on non-mandatory debt) of approximately $10,580,000 and
approximately $2,799,000 of depreciation and amortization expense. The Local
Partnerships' loss from operations of approximately $2,831,000 for the nine
months ended September 30, 2004 was attributable to rental and other revenue of
approximately $11,488,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $11,481,000 and approximately
$2,838,000 of depreciation and amortization expense. The results of operations
of the Local Partnerships for the nine months ended September 30, 2005 are not
necessarily indicative of the results that may be expected in future periods.
Revenue of the Local Partnerships has decreased in 2005, in part, as a result of
the sale of the Blue Hill Property (which occurred in the third quarter of 2004)
and unusually high vacancies at certain of the other Properties.

Local Partnership Matters

Registrant's primary objective has been to provide Low-income Tax Credits to
limited partners generally over a ten year period. The relevant state tax credit
agency has allocated each of Registrant's Local Partnerships an amount of
Low-income Tax Credits, which are generally available for a ten year period from
the year the Property is placed in service (the "Ten Year Credit Period"). The
Ten Year Credit Period was substantially fully exhausted by all of the
Properties as of December 31, 2001. 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. As of December 31, 2004, the Compliance Period of all of the Local
Partnerships has expired. It is the General Partner's intention to sell or
assign Registrant's interests in Local Partnerships subsequent to the expiration
of the respective Compliance Periods. It is uncertain as to the amount, if any,
that Registrant will receive with respect to each specific Property from such
sales and assignments.


                                       13
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

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. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income before debt service ("NOI") and debt structure of any or
all Local Partnerships currently receiving such subsidy or similar subsidies.
Eight Local Partnerships' Section 8 contracts are currently subject to renewal
under applicable HUD guidelines. In addition, two Local Partnerships entered
into restructuring agreements in 2001, resulting in both a lower rent subsidy
(resulting in lower NOI) and lower mandatory debt service. One additional Local
Partnership entered into a restructuring agreement in 2005, resulting in lower
mandatory debt service.

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that are payable only from available cash flow subject to the terms and
conditions of the notes, which may be subject to specific laws, regulations and
agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the nine months ended September 30, 2005, revenue
from operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above 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.

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full mandatory debt service payments on its first
mortgage. MHFA issued a formal notice of default dated February 2, 2004. Since
the date MHFA ceased funding the ODL through December 31, 2004, Cobbet has
accumulated over $3,000,000 of arrearages and other charges. The Local General
Partners are currently negotiating with MHFA to transfer the ownership of the
Property to the unaffiliated management agent, which will redevelop and
recapitalize the Property. Registrant does not believe that it will receive any
proceeds from such a transfer. Registrant's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994. The
Compliance Period in connection with Cobbet has expired.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $139,000 for the nine months ended September 30, 2005
due to vacancies resulting from deferred unit maintenance and associated
required capital improvements. As of December 30, 2005, Registrant has advanced
$849,651, of which $178,228 was advanced during the nine months then ended. The
Local General Partner represents that 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 and
advances made by Registrant have been recorded as investment in local
partnerships and have been offset by additional equity in loss of investment in
local partnerships in the accompanying financial statements. The Compliance
Period in connection with South Drexel has expired.


                                       14
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

Grove Park Housing, A California Limited Partnership ("Grove Park") reported an
operating deficit of approximately $90,000 for the nine months ended September
30, 2005. The Local General Partner represents that payments on the mortgage and
real estate taxes are current. Registrant's investment balance in Grove Park,
after cumulative equity losses, became zero during the year ended March 30,
1995. The Compliance Period in connection with Grove Park has expired.

Hilltop North Associates, A Virginia Limited Partnership ("Hilltop") reported an
operating deficit of approximately $312,000 for the six months ended June 30,
2005, as the Property was virtually 100% vacant since April 2005. The Local
General Partner reports that the Property was sold in September 2005 and that
the underlying mortgage was satisfied in full; Registrant did not receive any
proceeds and there is no impact on Registrant's financial statements as a result
of such sale. Registrant's investment balance in Hilltop, after cumulative
equity losses, became zero during the year ended March 30, 1999. The Compliance
Period in connection with Hilltop has expired.

Critical Accounting Policies and Estimates

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

      o     Registrant accounts for its investment in local partnerships in
            accordance with the equity method of accounting since Registrant
            does not control the operations of a Local Partnership.

      o     If the book value of Registrant's investment in a Local Partnership
            exceeds the estimated value derived by management, Registrant
            reduces its investment in any such Local Partnership and includes
            such reduction in equity in loss of investment in local
            partnerships. A loss in value of an investment in a Local
            Partnership other than a temporary decline would be recorded as an
            impairment loss. Impairment is measured by comparing the investment
            carrying amount to the sum of the total amount of the remaining tax
            credits to be allocated to Registrant and the estimated residual
            value of the investment.

      o     Registrant does not consolidate the accounts and activities of the
            Local Partnerships, which are considered Variable Interest Entities
            under Financial Accounting Standards Board Interpretation No. 46 -
            Revised ("FIN 46R"), "Consolidation of Variable Interest Entities,"
            because Registrant is not considered the primary beneficiary.


                                       15
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds and U.S. government and agency securities. The market value of
such investments is subject to fluctuation based upon changes in interest rates
relative to each investment's maturity date and the associated bond rating.
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
pay for its operating expenses and/or to assist an under performing 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.

Item 4. Controls and Procedures

As of December 30, 2005, under the direction of the Chief Executive Officer and
Chief Financial Officer, Registrant evaluated the effectiveness of its
disclosure controls and procedures and concluded that such disclosure controls
and procedures were effective as of December 30, 2005. No changes occurred
during the quarter ended December 30, 2005 that materially affected, or are
reasonably likely to materially affect, Registrant's internal control over
financial reporting.


                                       16
<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. Unregistered Sales of Equity Securities and Use of Proceeds

        None

Item 3. Defaults Upon Senior Securities

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

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

        None

Item 5. Other Information

        None

Item 6. Exhibits

        Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
        Officer
        Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
        Officer
        Exhibit 32.1 Section 1350 Certification of Chief Executive Officer
        Exhibit 32.2 Section 1350 Certification of Chief Financial Officer


                                       17
<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: February 13, 2006                /s/ David Salzman
                                        ----------------------------------------
                                        By: David Salzman
                                            Chief Executive Officer


Dated: February 13, 2006                /s/ Neal Ludeke
                                        ----------------------------------------
                                        By: Neal Ludeke
                                            Chief Financial Officer


                                       18