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

                               ------------------

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

(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, 2002
                               ------------------

                                       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>

                                EXPLANATORY NOTE


This amendment to Registrant's Form 10-Q for the quarterly period ended
September 29, 2002 is being filed solely to insert Part I, Item 4, Controls and
Procedures and the Sarbanes Oxley Act of 2002 Section 302 Certifications, each
as set forth herein.


                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION



Table of Contents

                                                                    Page
Item 1  Financial Statements                                        ----

        Consolidated Balance Sheets                                   3

        Consolidated Statements of Operations                         4

        Consolidated Statements of Cash Flows                         5

        Notes to Consolidated Financial Statements                    7


Item 2  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                          12


Item 3  Quantitative and Qualitative Disclosure about Market Risk    15


Item 4  Controls and Procedures                                      15




                                       2

<PAGE>

<TABLE>
<CAPTION>

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

                                                               September 29,    March 30,
                                                      Notes        2002           2002
                                                      -----    ------------   ----------

ASSETS

<S>                                                            <C>            <C>
Cash and cash equivalents                                      $   334,806    $   223,677
Investments in bonds                                    2        1,386,615      1,390,836
Investment in local partnerships                        3        1,280,154      1,398,685
Interest receivable                                                 36,503         44,993
                                                               -----------    -----------

                                                               $ 3,038,078    $ 3,058,191
                                                               ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                        $    26,586    $    57,552
  Payable to general partner and affiliates                        247,772         78,999
                                                               -----------    -----------

                                                                   274,358        136,551
                                                               -----------    -----------

Commitments and contingencies                           3

Partners' equity (deficit)

  General partner                                                 (338,228)      (336,604)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                             3,085,365      3,246,144
  Accumulated other comprehensive income, net           2           16,583         12,100
                                                               -----------    -----------

                                                                 2,763,720      2,921,640
                                                               -----------    -----------

                                                               $ 3,038,078    $ 3,058,191
                                                               ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

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


                                                     Three Months       Six Months     Three Months      Six Months
                                                        Ended             Ended           Ended             Ended
                                                     September 29,     September 29,   September 29,     September 29,
                                           Notes        2002               2002            2001             2001
                                           -----     ------------      ------------    ------------      ------------
REVENUE

<S>                                                   <C>              <C>              <C>              <C>
Interest                                              $  21,321        $  36,520        $  37,324        $  77,067
Other income from local partnerships         3            2,500           11,250            6,250            6,250
                                                      ---------        ---------        ---------        ---------

TOTAL REVENUE                                            23,821           47,770           43,574           83,317
                                                      ---------        ---------        ---------        ---------

EXPENSES

Administration fees                                      45,931           91,862           45,931           91,862
Management fee                                           43,867           87,734           43,867           87,734
Professional fees                                        12,566           28,134           15,714           28,941
Printing, postage and other                               6,013           14,015            8,327           13,245
                                                      ---------        ---------        ---------        ---------

TOTAL EXPENSES                                          108,377          221,745          113,839          221,782
                                                      ---------        ---------        ---------        ---------

Loss from operations                                    (84,556)        (173,975)         (70,265)        (138,465)

Equity in income (loss) of
  investment in local partnerships           3           47,768           11,572           18,852          (12,644)
                                                      ---------        ---------        ---------        ---------

NET LOSS                                                (36,788)        (162,403)         (51,413)        (151,109)

Other comprehensive income (loss)            2           (3,431)           4,483           24,890            4,495
                                                      ---------        ---------        ---------        ---------

COMPREHENSIVE LOSS                                    $ (40,219)       $(157,920)       $ (26,523)       $(146,614)
                                                      =========        =========        =========        =========

NET LOSS ATTRIBUTABLE TO

  General partner                                     $    (368)       $  (1,624)       $    (514)       $  (1,511)
  Limited partners                                      (36,420)        (160,779)         (50,899)        (149,598)
                                                      ---------        ---------        ---------        ---------

                                                      $ (36,788)       $(162,403)       $ (51,413)       $(151,109)
                                                      =========        =========        =========        =========

NET LOSS per unit of limited
  partnership interest (41,286 units
  of limited partnership interest)                    $    (.88)       $   (3.89)       $   (1.23)       $   (3.62)
                                                      =========        =========        =========        =========
</TABLE>


                       See Notes to Financial Statements.


                                       4

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
                                   (UNAUDITED)


                                                            2002         2001
                                                         ---------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                        $  52,287    $  85,699
Cash paid for
   administration fees                                     (10,823)     (10,823)
   professional fees                                       (53,266)     (51,539)
   printing, postage and other expenses                    (19,849)     (18,884)
                                                         ---------    ---------

Net cash provided by (used in) operating activities        (31,651)       4,453
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                                        (29,068)
Cash distributions from local partnerships                 141,353      162,761
Investments in bonds (includes accrued interest of
  $198 and $1,636)                                        (249,573)    (260,851)
Maturities/redemptions and sales of bonds                  251,000      357,000
                                                         ---------    ---------

Net cash provided by investing activities                  142,780      229,842
                                                         ---------    ---------

Net increase in cash and cash equivalents                  111,129      234,295

Cash and cash equivalents at beginning of period           223,677       77,589
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 334,806    $ 311,884
                                                         =========    =========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds, net             $   4,483    $   4,495
                                                         =========    =========

--------------------------------------------------------------------------------
See  reconciliation  of net loss to net cash  provided  by (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)
                 SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
                                  (UNAUDITED)


                                                            2002        2001
                                                         ---------    --------

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
  (USED IN) OPERATING ACTIVITIES

Net loss                                                 $(162,403)   $(151,109)

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

   Equity in (income) loss of investment in local
     partnerships                                          (11,572)      12,644
   Distributions from local partnerships
     classified as other income                            (11,250)      (6,250)
   Amortization of net premium on investments in
     bonds                                                  15,241       11,305
   Accretion of zero coupon bonds                           (8,162)      (8,162)
   Decrease in interest receivable                           8,688        5,489
   Decrease in accounts payable and accrued
     expenses                                              (30,966)     (28,194)
   Increase in payable to general partner and
     affiliates                                            168,773      168,730
                                                         ---------    ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      $ (31,651)   $   4,453
                                                         =========    =========


                       See Notes to Financial Statements.


                                       6

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 2002
                                   (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 September 29, 2002 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, 2002 are not necessarily indicative of the results that may be expected
   for the entire year.


2. Investments in Bonds

   As of September 29, 2002, 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
   ------------------------                 -----------        -----------         -----------         -----------

Corporate debt securities
<S>                                         <C>                <C>                 <C>                 <C>
  After one year through five years         $   215,512        $    11,245         $   (80,617)        $   146,140
                                            -----------        -----------         -----------         -----------

U.S. Treasury debt securities
  Within one year                               531,293             11,194                --               542,487
  After one year through five years             336,233             42,548                --               378,781
                                            -----------        -----------         -----------         -----------

                                                867,526             53,742                --               921,268
                                            -----------        -----------         -----------         -----------

U.S. government and agency securities
  After five years through ten years            286,994             32,213                --               319,207
                                            -----------        -----------         -----------         -----------

                                            $ 1,370,032        $    97,200         $   (80,617)        $ 1,386,615
                                            ===========        ===========         ===========         ===========
</TABLE>

   The Partnership has provided collateral for a standby letter of credit in the
   amount of $242,529 issued in connection with Cobbet Hill Associates Limited
   Partnership ("Cobbet") under the terms of the financing documents whereby the
   lender has required security for future operating deficits, if any, of
   Cobbet. The letter of credit is secured by investments in bonds of
   approximately $248,000. As of November 12, 2002, no amounts have been drawn
   under the terms of the letter of credit.



                                       7
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2002
                                   (UNAUDITED)


3. Investment in Local Partnerships

   The Partnership originally acquired limited partnership interests in Local
   Partnerships representing capital contributions in the aggregate amount of
   $35,084,409, which includes advances made to certain Local Partnerships. As
   of June 30, 2002, the Local Partnerships have outstanding mortgage loans
   payable totaling approximately $72,994,000 and accrued interest payable on
   such loans totaling approximately $5,422,000, 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, 2002, the investment in local
   partnerships activity consists of the following:

         Investment in local partnerships as of
           March 30, 2002                                          $ 1,398,685

         Equity in income of investment in local partnerships           11,572 *

         Cash distributions received from Local
           Partnerships                                               (141,353)

         Cash distributions from Local Partnerships
           classified as other income                                   11,250
                                                                    ----------

         Investment in local partnerships as of
           September 29, 2002                                       $1,280,154
                                                                    ==========

   *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 $1,856,374 for
    the six months ended June 30, 2002 as reflected in the combined statement of
    operations of the Local Partnerships reflected herein Note 3.

   The combined unaudited balance sheets of the Local Partnerships as of June
   30, 2002 and December 31, 2001 and the combined unaudited statements of
   operations of the Local Partnerships for the three and six month periods
   ended June 30, 2002 and 2001 are reflected on pages 9 and 10, respectively.



                                       8

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2002
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of June 30, 2002 and
   December 31, 2001 are as follows:

<TABLE>
<CAPTION>

                                                                 June 30,           December 31,
                                                                   2002                2001
                                                               ------------         ------------

   ASSETS

<S>                                                            <C>                  <C>
   Cash and cash equivalents                                   $  1,070,873         $  1,907,632
   Rents receivable                                                 244,355              197,661
   Escrow deposits and reserves                                   4,618,732            3,806,701
   Land                                                           3,850,061            3,850,061
   Buildings and improvements (net of accumulated
     depreciation of $50,242,187 and $48,329,545)                57,227,980           58,998,432

   Intangible assets (net of accumulated amortization
     of $849,730 and $816,495)                                    1,581,510            1,545,008
   Other assets                                                     952,623              890,918
                                                               ------------         ------------

                                                               $ 69,546,134         $ 71,196,413
                                                               ============         ============

   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

   Liabilities

     Accounts payable and accrued expenses                     $  1,612,783         $  1,486,791
     Due to related parties                                       5,932,534            5,942,957
     Mortgage loans                                              72,994,111           73,205,174
     Notes payable                                                  932,414              932,414
     Accrued interest                                             5,422,493            5,000,658
     Other liabilities                                              346,265              345,235
                                                               ------------         ------------

                                                                 87,240,600           86,913,229
                                                               ------------         ------------

Partners' equity (deficit)

     American Tax Credit Properties L.P.
       Capital contributions, net of distributions               33,934,193           34,019,701

       Cumulative loss                                          (31,695,464)         (31,707,036)
                                                               ------------         ------------

                                                                  2,238,729            2,312,665
                                                               ------------         ------------

     General partners and other limited partners
       Capital contributions, net of distributions                  599,824              599,854
       Cumulative loss                                          (20,533,019)         (18,629,335)
                                                               ------------         ------------

                                                                (19,933,195)         (18,029,481)
                                                               ------------         ------------

                                                                (17,694,466)         (15,716,816)
                                                               ------------         ------------

                                                               $ 69,546,134         $ 71,196,413
                                                               ============         ============
</TABLE>


                                       9

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2002
                                   (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, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                                       Three Months        Six Months        Three Months       Six Months
                                                          Ended              Ended              Ended             Ended
                                                         June 30,           June 30,           June 30,          June 30,
                                                           2002               2002               2001              2001
                                                       ------------       -----------        ------------       ----------

 REVENUE

<S>                                                    <C>                <C>                <C>                <C>
Rental                                                 $ 3,819,480        $ 7,531,621        $ 3,933,125        $ 7,722,619
Interest and other                                          48,680            110,129             62,657            128,870
                                                       -----------        -----------        -----------        -----------

TOTAL REVENUE                                            3,868,160          7,641,750          3,995,782          7,851,489
                                                       -----------        -----------        -----------        -----------

EXPENSES

Administrative                                             630,594          1,236,407            538,885          1,111,516
Utilities                                                  367,873            831,216            309,597            835,059
Operating and maintenance                                  842,233          1,653,969            857,547          1,688,767
Taxes and insurance                                        488,978            999,233            458,972            895,978
Financial                                                1,427,623          2,859,027          1,590,689          3,173,369
Depreciation and amortization                              971,011          1,954,010            974,857          1,953,015
                                                       -----------        -----------        -----------        -----------

TOTAL EXPENSES                                           4,728,312          9,533,862          4,730,547          9,657,704
                                                       -----------        -----------        -----------        -----------

NET LOSS                                               $  (860,152)       $(1,892,112)       $  (734,765)       $(1,806,215)
                                                       ===========        ===========        ===========        ===========

NET EARNINGS (LOSS)
   ATTRIBUTABLE TO

  American Tax Credit Properties L.P.                  $    47,768        $    11,572        $    18,852        $   (12,644)
  General partners and other limited partners,
   which includes $886,124, $1,856,374,
   $731,806 and $1,745,506 of Partnership
   loss in excess of investment                           (907,920)        (1,903,684)          (753,617)        (1,793,571)
                                                       -----------        -----------        -----------        -----------

                                                       $  (860,152)       $(1,892,112)       $  (734,765)       $(1,806,215)
                                                       ===========        ===========        ===========        ===========
</TABLE>

The combined  results of operations of the Local  Partnerships for the three and
six month  periods  ended June 30, 2002 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)
                               SEPTEMBER 29, 2002
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   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 notified Cobbet
   and, to the Local General Partners' knowledge, other ODL recipients as well,
   that MHFA considers such mortgages to be in default. Since the date MHFA
   ceased funding the ODL through June 30, 2002, Cobbet has accumulated
   approximately $1,200,000 of debt service arrearages. On August 7, 2000, the
   Local General Partners met with MHFA to discuss future capital improvements
   and the future of the Property. A contribution payment of $300,000 was
   offered by the Partnership, utilizing Partnership and Local General Partner
   funds, to help fund the capital improvements. The Partnership previously
   advanced $150,000; the Local General Partners have or will advance a matching
   $150,000. MHFA approved all of the items on the agenda and indicated a strong
   interest in pursuing a recapitalization of Cobbet. At different times over
   the past few years, the Local General Partners answered affirmatively to MHFA
   correspondence concerning the admission of Cobbet in a recapitalization
   program, but Cobbet has not qualified due to its project based Section 8
   subsidy. However, pursuant to subsequent correspondence, MHFA indicated that
   it would be interested in reviewing a separate proposal if Cobbet could
   identify an investor. If such a plan were implemented, such new limited
   partner would receive a substantial portion of the annual allocation of
   Cobbet's tax losses upon such partner's admission, plus cash flows and
   residuals, if any. The Partnership and the Local General Partners would
   retain a sufficient interest in Cobbet to avoid recapture of Low-income Tax
   Credits. There can be no assurance that a plan will be implemented, and if
   not, MHFA is likely to retain its rights under the loan documents. The
   Partnership's investment balance in Cobbet, after cumulative equity losses,
   became zero during the year ended March 30, 1994.


4. Additional Information

   Additional information, including the audited March 30, 2002 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, 2002 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 September 29, 2002, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2002. Principal changes in assets are comprised of periodic
transactions and adjustments and anticipated equity in loss from operations of
the local partnerships (the "Local Partnerships") which own low-income
multifamily residential complexes (the "Properties") 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 six months ended September 29, 2002,
Registrant received cash from interest revenue, maturities/redemptions and sales
of bonds and distributions from Local Partnerships and utilized cash for
operating expenses and investments in bonds. Cash and cash equivalents and
investments in bonds increased, in the aggregate, by approximately $107,000
during the six months ended September 29, 2002 (which includes a net unrealized
gain on investments in bonds of approximately $4,000, amortization of net
premium on investments in bonds of approximately $15,000 and accretion of zero
coupon bonds of approximately $8,000). Notwithstanding circumstances that may
arise in connection with the Properties, Registrant does not expect to realize
significant gains or losses on its investments in bonds, if any. During the six
months ended September 29, 2002, the investment in local partnerships decreased
as a result of cash distributions received from Local Partnerships of $130,103
(exclusive of distributions from Local Partnerships of $11,250 classified as
other income), partially offset by Registrant's equity in the Local
Partnerships' net income for the six months ended June 30, 2002 of $11,572.
Payable to general partner and affiliates in the accompanying balance sheet as
of September 29, 2002 represents accrued management and administration fees.

Results of Operations

Registrant's operating results are dependent upon the operating results of the
Local Partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.

Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(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 September 29, 2002 and 2001
resulted in net losses of $36,788 and $51,413, respectively. Other comprehensive
income (loss) for the three months ended September 29, 2002 and 2001 resulted
from a net unrealized gain (loss) on investments in bonds of $(3,431) and
$24,890, respectively.

The Local Partnerships' net loss of approximately $860,000 for the three months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $3,868,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,757,000 and approximately
$971,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $735,000 for the three months ended June 30, 2001 was
attributable to rental and other revenue of approximately $3,996,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,756,000 and approximately $975,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 2002 are not necessarily indicative of the
results that may be expected in future periods.

                                       12
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Registrant's operations for the six months ended September 29, 2002 and 2001
resulted in net losses of $162,403 and $151,109, respectively. Other
comprehensive income for the six months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $4,483 and
$4,495, respectively.

The Local Partnerships' net loss of approximately $1,892,000 for the six months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $7,642,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $7,580,000 and approximately
$1,954,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,806,000 for the six months ended June 30, 2001 was
attributable to rental and other revenue of approximately $7,851,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $7,704,000 and approximately $1,953,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2002 are not necessarily indicative of the results
that may be expected in future periods.

Local Partnership Matters

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The 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 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.

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.
Two Local Partnerships' Section 8 contracts are currently subject to renewal
under applicable HUD guidelines. In addition, two Local Partnerships entered
into restructuring agreements, resulting in both a lower rent subsidy (resulting
in lower NOI) and 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 six months ended June 30, 2002, 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.

                                       13
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency) ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. Since the date MHFA ceased funding the ODL through June 30, 2002,
Cobbet has accumulated approximately $1,200,000 of debt service arrearages. On
August 7, 2000, the Local General Partners met with MHFA to discuss future
capital improvements and the future of the Property. A contribution payment of
$300,000 was offered by Registrant, utilizing Registrant and Local General
Partner funds, to help fund the capital improvements. Registrant previously
advanced $150,000; the Local General Partners have or will advance a matching
$150,000. MHFA approved all of the items on the agenda and indicated a strong
interest in pursuing a recapitalization of Cobbet. At different times over the
past few years, the Local General Partners answered affirmatively to MHFA
correspondence concerning the admission of Cobbet in a recapitalization program,
but Cobbet has not qualified due to its project based Section 8 subsidy.
However, pursuant to subsequent correspondence, MHFA indicated that it would be
interested in reviewing a separate proposal if Cobbet could identify an
investor. If such a plan were implemented, such new limited partner would
receive a substantial portion of the annual allocation of Cobbet's tax losses
upon such partner's admission, plus cash flows and residuals, if any. Registrant
and the Local General Partners would retain a sufficient interest in Cobbet to
avoid recapture of Low-income Tax Credits. There can be no assurance that a plan
will be implemented, and if not, MHFA is likely to retain its rights under the
loan documents. The future financial viability of Cobbet is highly uncertain.
However, the Compliance Period ends December 31, 2003. The Property's historic
tax credit was allocated in 1988 and all of the Low-income Tax Credits were
allocated since 1989. Registrant's investment balance in Cobbet, after
cumulative equity losses, became zero during the year ended March 30, 1994.
Cobbet generated approximately $19.2 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 1999.

The terms of the partnership agreement of Federal Apartments Limited Partnership
("Federal") require the Local General Partner to cause the property management
agent to defer property management fees in order to avoid a default under the
mortgage. As of October 2002, Federal was three months in arrears on its
mortgage payments, including escrow deposits, and was therefore in default under
the terms of its mortgage. The Local General Partner has reported that
successful negotiations with the lender have recently been concluded, resulting
in a refinancing and the payment of all arrearages. The lender has not yet
executed the refinancing documents and the mortgage remains in default.
Registrant's investment balance in Federal, after cumulative equity losses,
became zero during the year ended March 30, 1997. Federal generated
approximately $14.1 per Unit per year to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.

Dunbar Limited Partnership ("Dunbar") and Dunbar Limited Partnership No. 2
("Dunbar 2") (collectively the "Dunbars"), which Local Partnerships have common
general partner interests and each of which restructured their respective
mortgage and housing assistance contracts, incurred operating deficits for the
six months ended June 30, 2002 of approximately $8,000 and approximately
$27,000, respectively. The Local General Partner reports that during the process
of the Dunbars' debt and subsidy restructuring in 2001, certain operating
expenses were not considered in the underwriting budgets of the Properties when
the Mandatory Debt Service was restructured. The Local General Partner is
currently working with HUD and the lenders to modify the loan and subsidy
agreements in an effort to eliminate the operating deficits. Payments on the
mortgages and real estate taxes are current. Registrant's investment balances in
Dunbar and Dunbar 2, after cumulative equity losses, became zero during the
years ended March 30, 1998 and 1997, respectively. Dunbar and Dunbar 2 generated
approximately $7.3 and approximately $8.2 per Unit per year to the limited
partners upon the expiration of their Low-income Tax Credit allocations in 1999.


                                       14
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $40,000 for the six months ended June 30, 2002 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of September 29, 2002, Registrant has advanced
approximately $368,000. 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 offset by additional equity in loss of investment
in local partnerships. South Drexel generated approximately $1.7 per Unit per
year of credits to the limited partners upon the expiration of its Low-income
Tax Credit allocation in 2000.

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
          cannot 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.


Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments 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.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an 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

Evaluation of disclosure controls and procedures

a. Within the 90 days prior to the date of this report, the Chief Executive
Officer and Chief Financial Officer of Richman Tax Credit Properties Inc.,
the general partner of Richman Tax Credit Properties L.P., which in turn is the
General Partner of the Registrant, carried out an evaluation of the
effectiveness of the Registrant's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c)).
Based on that evaluation, the Chief Executive Officer and Principal Financial
Officer have concluded that as of the date of the evaluation, the Registrant's
disclosure controls and procedures were adequate and effective in timely
alerting them to material information relating to the Registrant required to be
included in the Registrant's periodic SEC filings.


Changes in internal controls

b. There were no significant changes in the Registrant's internal controls or
in other factors that could significantly affect the Registrant's internal
controls subsequent to the date of that evaluation.



                                       15

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


Item 1.     Legal Proceedings
            -----------------

            Registrant is not aware of any material legal proceedings.

Item 2.     Changes in Securities
            ---------------------

            None

Item 3.     Defaults Upon Senior Securities
            -------------------------------

            None; see Item 5 regarding mortgage defaults of certain Local
            Partnerships.

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

            None

Item 5.     Other Information
            -----------------

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

            As further discussed in Part I, Item 2 - Management's Discussion and
            Analysis of Financial Condition and Results of Operations, as of
            October 2002 Federal Apartments Limited Partnership ("Federal") was
            three months in arrears on its mortgage payments, including escrow
            deposits, and was therefore in default under the terms of its
            mortgage. The Local General Partner has reported that successful
            negotiations with the lender have recently been concluded, resulting
            in a refinancing and the payment of all arrearages. The lender has
            not yet executed the refinancing documents and the mortgage remains
            in default.

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

            a. Exhibits

            Exhibit 99.1 Certification of Chief Executive Officer
            Exhibit 99.2 Certification of Chief Financial Officer

            b. Reports on Form 8-K

               None


                                       16

<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, 2003            /s/ David Salzman
                                    ------------------------------------
                                    by: David Salzman
                                        Chief Executive Officer


Dated: February 13, 2003            /s/ Neal Ludeke
                                    ------------------------------------
                                    by: Neal Ludeke
                                        Chief Financial Officer



                                       17

<PAGE>

                                 CERTIFICATIONS


I, David Salzman, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of American
     Tax Credit Properties L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.


Date:  February 13, 2003                  By: David Salzman
                                          -------------------------------------
                                          David Salzman
                                          Chief Executive Officer of Richman
                                          Tax Credit Properties Inc., general
                                          partner of Richman Tax Credit
                                          Properties L.P., general partner of
                                          the Company


                                       18

<PAGE>

I, Neal Ludeke, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of American
     Tax Credit Properties L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have;

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function);

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.


Date:   February 13, 2003                   By: /s/ Neal Ludeke
                                            ---------------------------------
                                            Neal Ludeke
                                            Chief Financial Officer of Richman
                                            Tax Credit Properties Inc.,
                                            general partner of Richman Tax
                                            Credit Partners L.P., general
                                            partner of the Company


                                       19