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 June 29, 1998

                                                         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 Identification No.)
incorporation or organization)

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

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

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





<PAGE>



                                         AMERICAN TAX CREDIT PROPERTIES L.P.

                                           PART I - FINANCIAL INFORMATION



Item 1. Financial Statements


                                    Table of Contents


Balance Sheets as of June 29, 1998 (Unaudited) and March 30, 1998 (Unaudited).

Statements of Operations for the three months ended June 29, 1998 (Unaudited)
   and June 29, 1997 (Unaudited)..............................................

Statements of Cash Flows for the three months ended June 29, 1998 (Unaudited)
   and June 29, 1997 (Unaudited)..............................................

Notes to Financial Statements as of June 29, 1998 (Unaudited).................





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

<TABLE>
<CAPTION>
                                                                                       June 29,          March 30,
                                                                        Notes           1998               1998
                                                                        -----   -------------------  ------------
<S>                                                                    <C>      <C>                  <C>
ASSETS

Cash and cash equivalents                                                         $     130,241       $     388,431
Investments in bonds available-for-sale                                   3           2,929,733           2,678,595
Investment in local partnerships                                         3,4          5,545,964           5,891,075
Interest receivable                                                                      53,122              53,744
                                                                                ---------------      ---------------

                                                                                   $  8,659,060        $  9,011,845
                                                                                   ============        ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                        $        74,390      $       55,400
   Payable to general partner                                                            87,728              43,861
                                                                                ---------------      ---------------

                                                                                        162,118              99,261
                                                                                 --------------      ---------------


Commitments and contingencies                                            3,4

Partners' equity (deficit)

   General partner                                                                     (283,013)           (278,907)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                     8,551,562           8,958,053
   Accumulated other comprehensive income                                2,3            228,393             233,438
                                                                                 --------------      --------------

                                                                                      8,496,942           8,912,584
                                                                                  -------------       -------------

                                                                                   $  8,659,060        $  9,011,845
                                                                                   ============        ============
</TABLE>














                                            See Notes to Financial Statements.





<PAGE>
                                           AMERICAN TAX CREDIT PROPERTIES L.P.
                                               STATEMENTS OF OPERATIONS
                                       THREE MONTHS ENDED JUNE 29, 1998 AND 1997
                                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        Notes          1998                 1997
                                                                        -----    ----------------     --------------
<S>                                                                     <C>     <C>                  <C>
REVENUE

Interest                                                                         $       54,294       $       62,705
Other income from local partnerships
                                                                                          2,475                2,500
                                                                                ----------------     ---------------
TOTAL REVENUE                                                                            56,769               65,205
                                                                                ---------------      ---------------


EXPENSES

Administration fees                                                                      45,931               45,931
Management fee                                                                           43,867               43,867
Professional fees                                                                        19,627               21,601
Printing, postage and other                                                              12,830                9,170
                                                                                ---------------       --------------


TOTAL EXPENSES                                                                          122,255              120,569
                                                                                ---------------       --------------

Loss from operations                                                                    (65,486)             (55,364)

Equity in loss of investment in local partnerships                        4            (345,111)            (338,928)
                                                                                ----------------      --------------

NET LOSS                                                                               (410,597)            (394,292)

Other comprehensive income (loss)                                        2,3             (5,045)              46,438
                                                                                ----------------     ---------------

COMPREHENSIVE LOSS                                                                 $   (415,642)        $   (347,854)
                                                                                   ============         ============



NET LOSS ATTRIBUTABLE TO

   General partner                                                               $       (4,106)      $       (3,943)
   Limited partners                                                                    (406,491)            (390,349)
                                                                                  -------------        -------------

                                                                                   $   (410,597)        $   (394,292)
                                                                                   ============         ============


NET LOSS per unit of limited partnership interest
   (41,286 units of limited partnership interest)                               $         (9.85)     $         (9.45)
                                                                                ===============      ===============
</TABLE>





                                            See Notes to Financial Statements.





<PAGE>
                                          AMERICAN TAX CREDIT PROPERTIES L.P.
                                               STATEMENTS OF CASH FLOWS
                                       THREE MONTHS ENDED JUNE 29, 1998 AND 1997
                                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         1998                1997
                                                                                    --------------       -----------
<S>                                                                       <C>     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                    $   59,547         $    67,573
Cash paid for
     administration fees                                                                (38,190)            (38,190)
     professional fees                                                                   (8,377)            (37,541)
     printing, postage and other expenses                                               (12,831)            (10,228)
                                                                                   -------------          ------------

Net cash provided by (used in) operating activities                                         149             (18,386)
                                                                                  --------------          ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships                               2,475              10,000
Investments in bonds (includes $386 and $217 of accrued interest)                      (260,814)           (257,217)
Maturity/redemption and sale of bonds                                                                       103,432
                                                                                    ------------        ------------


Net cash used in investing activities                                                  (258,339)           (143,785)
                                                                                    ------------        -------------

Net decrease in cash and cash equivalents                                              (258,190)           (162,171)

Cash and cash equivalents at beginning of period                                        388,431             284,108
                                                                                     ----------          ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 130,241           $ 121,937
                                                                                      =========           =========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net               $   (5,045)         $   46,438
                                                                                     ===========          ==========
</TABLE>

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













                                           See Notes to Financial Statements.





<PAGE>
                                          AMERICAN TAX CREDIT PROPERTIES L.P.
                                        STATEMENTS OF CASH FLOWS - (Continued)
                                       THREE MONTHS ENDED JUNE 29, 1998 AND 1997
                                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           1998               1997
                                                                                      --------------     ---------
<S>                                                                           <C>    <C>                <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING
   ACTIVITIES

Net loss                                                                               $ (410,597)        $ (394,292)

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

   Equity in loss of investment in local partnerships                                     345,111            338,928
   Distributions from local partnerships classified as other income                       (2,475)            (2,500)
   Amortization of net premium on investments in bonds                                      8,303              7,253
   Accretion of zero coupon bonds                                                          (4,058)            (4,076)
   Increase in payable to general partner                                                  43,867             43,867
   Increase (decrease) in accounts payable and accrued expenses                            18,990             (9,257)
   Decrease in interest receivable                                                          1,008              1,691
                                                                                        ----------       -----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                     $     149           $(18,386)
                                                                                        ==========       ===========

</TABLE>



























                                            See Notes to Financial Statements.





<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 1998
                                   (UNAUDITED)
1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited  information.  In the opinion of the General Partner, the
     financial  statements  include all adjustments  necessary to present fairly
     the  financial  position as of June 29, 1998 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 months
     ended June 29, 1998 are not necessarily  indicative of the results that may
     be expected for the entire year.

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

2.   Comprehensive Income

     On  March  31,  1998,  the  Partnership   adopted  Statement  of  Financial
     Accounting Standard ("SFAS") No. 130, "Reporting  Comprehensive Income." As
     a  result,  the  statements  of  operations  include  an  amount  for other
     comprehensive   income  (loss),  as  well  as  comprehensive   loss.  Other
     comprehensive  income  (loss)  consists of  revenues,  expenses,  gains and
     losses that have affected partners' equity (deficit) but which are excluded
     from net loss. Other  comprehensive  loss in the accompanying  statement of
     operations  for the three  months ended June 29, 1998  resulted  from a net
     unrealized  loss on  investments  in bonds  available-for-sale  of  $5,045.
     Accumulated other comprehensive income in the accompanying balance sheet as
     of June 29, 1998 reflects the cumulative net unrealized gain on investments
     in bonds available-for-sale. The balance sheet as of March 30, 1998 and the
     statement  of  operations  for the three months ended June 29, 1997 include
     certain reclassifications to reflect the adoption of SFAS No. 130.

3.   Investments in Bonds Available-For-Sale

     As of June 29, 1998, certain information concerning investments in bonds
     available-for-sale is as follows:
<TABLE>
<CAPTION>
      <S>                                       <C>              <C>               <C>                <C>
                                                                      Gross              Gross
                                                   Amortized       unrealized         unrealized          Estimated
      Description and maturity                         cost           gains             losses            fair value
     --------------------------

      Corporate debt securities
        Within one year                           $  44,384        $       169          $    (217)     $       44,336
        After one year through five years           400,650             13,325                --              413,975
        After five years through ten years          657,000             30,003               (714)            686,289
        After ten years                             101,301                --              (1,782)             99,519
                                                -----------       ------------          -----------      ------------
                                                  1,203,335             43,497             (2,713)          1,244,119
                                                -----------       ------------         ------------      ------------


      U.S. Treasury debt securities
        Within one year                             259,571                199                --              259,770
        After one year through five years           663,277            107,002                --              770,279
        After five years through ten years          357,428             77,356                --              434,784
                                                 -----------       --------------       -----------        -------------
                                                  1,280,276            184,557                --            1,464,833
                                                 -----------       --------------       -----------        -------------



      U.S. government and agency securities
        After five years through ten years          217,729              3,052                --              220,781
                                                 ----------         -----------         ------------        -----------

                                                $ 2,701,340         $  231,106       $    (2,713)         $ 2,929,733
                                                ===========         ==========       ============         ===========



</TABLE>


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1998
                                   (UNAUDITED)


3.   Investments in Bonds Available-For-Sale (continued)

     The Partnership  has provided  collateral for a standby letter of credit in
     the amount of $242,529 issued in connection with the Cobbet Hill Associates
     Limited Partnership (the "Cobbet Local Partnership") under the terms of the
     financing  documents  whereby the lender has  required  security for future
     operating deficits, if any, of the Cobbet Local Partnership.  The letter of
     credit is secured by the  Partnership's  investment in a U.S. Treasury bond
     in the amount of  $257,000.  As of August 13,  1998,  no amounts  have been
     drawn under the terms of the letter of credit.

4.   Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,510,290.  As of  March  31,  1998,  the  Local  Partnerships'  combined
     unaudited  balance sheet (which  includes the unaudited  balance  sheets of
     Erie Associates Limited Partnership and B & V Phase I, Ltd., see discussion
     herein  Note  4)  have   outstanding   mortgage   loans  payable   totaling
     approximately  $77,058,000  and  accrued  interest  payable  on such  loans
     totaling approximately $5,067,000,  which are secured by security interests
     and liens common to mortgage loans on the Local Partnerships' real property
     and other assets.

     For the three months ended June 29, 1998, the investment in Local
     Partnerships activity consists of the following:
     <TABLE>
     <CAPTION>
              <S>                                                                    <C>
              Investment in Local Partnerships as of March 30, 1998                       $  5,891,075

              Equity in loss of investment in Local Partnerships                              (345,111) *

              Cash distributions received from Local Partnerships                                2,475

              Cash distributions classified as other income
                                                                                                (2,475)
                                                                                          ------------
              Investment in Local Partnerships as of June 29, 1998                        $  5,545,964
                                                                                          ============
     </TABLE>
              * Equity in loss of investment in Local Partnerships is limited to
                the Partnership's  investment balance in each Local Partnership;
                any  excess is applied  to other  partners'  capital in any such
                Local  Partnership.  The amount of such excess losses applied to
                other partners'  capital was $558,106 for the three months ended
                March  31,  1998  as  reflected  in the  combined  statement  of
                operations of the Local Partnerships reflected herein Note 4.

     The combined unaudited balance sheets of the Local Partnerships as of March
     31, 1998 and  December 31, 1997 and the combined  unaudited  statements  of
     operations of the Local  Partnerships  for the three months ended March 31,
     1998 and 1997 are reflected on pages 9 and 10, respectively.







<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

     The combined balance sheets of the Local Partnerships as of March 31, 1998
     and December 31, 1997 are as follows:
<TABLE>
<CAPTION>
                                                                                      March 31,          December 31,

                                                                                         1998                 1997
                                                                                 -------------------  ---------------
      <S>                                                                        <C>                  <C>
      ASSETS

      Cash and other investments                                                    $   1,073,214       $   1,219,986
      Rents receivable                                                                    222,909             243,316
      Escrow deposits and reserves                                                      2,776,078           3,044,733
      Land                                                                              4,075,735           4,075,735
      Buildings and improvements (net of accumulated depreciation of
        $35,637,246 and $34,628,370)                                                   73,650,747          74,439,165
      Intangible assets (net of accumulated amortization of $656,742 and
        $640,058)                                                                       1,811,254           1,827,938
      Other                                                                               853,961             803,251
                                                                                    -------------     ---------------

                                                                                     $ 84,463,898        $ 85,654,124
                                                                                     ============        ============

      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                       $   1,189,139       $   1,065,374
        Due to related parties                                                          4,968,037           5,376,344
        Mortgage loans                                                                 77,058,452          77,119,187
        Notes payable                                                                   1,000,223           1,000,841
        Accrued interest                                                                5,067,328           4,959,061
        Other                                                                             328,026             353,188
                                                                                    -------------      --------------

                                                                                       89,611,205          89,873,995
                                                                                    -------------       -------------
      Partners' equity (deficit)

      American Tax Credit Properties L.P.
        Capital contributions, net of distributions                                    33,933,197          33,941,389
        Cumulative loss                                                               (28,404,708)        (28,059,597)
                                                                                     ------------        ------------

                                                                                        5,528,489           5,881,792
                                                                                   --------------      --------------
      General partners and other limited partners, including ATCP II
        Capital contributions, net of distributions                                       677,912             677,937
        Cumulative loss                                                               (11,353,708)        (10,779,600)
                                                                                     ------------        ------------

                                                                                      (10,675,796)        (10,101,663)

                                                                                       (5,147,307)         (4,219,871)

                                                                                     $ 84,463,898        $ 85,654,124
                                                                                     ============        ============

</TABLE>





<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

     The  combined  statements  of  operations  of the Local  Partnerships  for
     the three  months ended March 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
                                                                                        1998                1997
                                                                                   --------------      ------------
      <S>                                                                        <C>                  <C>
      REVENUE

      Rental                                                                        $  3,963,455        $  4,053,331
      Interest and other                                                                  51,849              52,851
                                                                                  --------------      --------------

      TOTAL REVENUE                                                                    4,015,304           4,106,182
                                                                                  --------------        ------------


      EXPENSES

      Administrative                                                                     613,818             603,519
      Utilities                                                                          376,501             434,406
      Operating, maintenance and other                                                   723,535             810,143
      Taxes and insurance                                                                494,501             526,660
      Financial (including amortization of $16,684 and $24,929)                        1,717,292           1,940,561
      Depreciation                                                                     1,008,876           1,011,596
                                                                                    ------------        ------------

      TOTAL EXPENSES                                                                   4,934,523           5,326,885
                                                                                    ------------        ------------

      NET LOSS                                                                      $   (919,219)        $(1,220,703)
                                                                                    ============         ===========


      NET LOSS ATTRIBUTABLE TO

        American Tax Credit Properties L.P.                                         $   (345,111)       $   (338,928)
        General partners and other limited partners, including ATCP II,
           which includes $558,106 and $864,539 of American Tax Credit
           Properties L.P. loss in excess of investment                                 (574,108)           (881,775)
                                                                                    ------------        ------------

                                                                                    $   (919,219)        $(1,220,703)
                                                                                    ============         ===========

     </TABLE>
     The combined results of operations of the Local  Partnerships for the three
     months ended March 31, 1998 are not  necessarily  indicative of the results
     that may be expected for an entire operating period.





<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

     The Partnership  acquired a 99% limited partnership interest in B & V Phase
     I, Ltd.  (the "B & V Phase I Local  Partnership"),  which  owned a 97-unit,
     Section 8 assisted  apartment complex located in Homestead,  Florida during
     the year ended March 30, 1995. Prior to the acquisition,  the B & V Phase I
     Local Partnership was damaged by Hurricane Andrew in August 1992. Since May
     1, 1996, all 97 of the rental units were complete and occupied. Pursuant to
     an agreement with the lender,  the B & V Phase I Local  Partnership  was to
     commence paying debt service in January 1995 which was to coincide with the
     completion of construction.  However, due to construction delays, the B & V
     Phase I Local  Partnership  had not  commenced  making such  payments.  The
     lender  declared a default under the terms of the mortgage and, on December
     9, 1996 the lender commenced a foreclosure  action.  After pursuing various
     legal efforts which were ultimately  unsuccessful  and because  alternative
     sources of financing could not be secured,  the property was transferred to
     the lender in May 1998. The Partnership's  investment  balance in the B & V
     Phase I Local  Partnership,  after  cumulative  equity losses,  became zero
     during the year  ended  March 30,  1996.  Accordingly,  the  aforementioned
     transfer  will  have  no  effect  on the  financial  position,  results  of
     operations or cash flows of the Partnership.

     Cobbet Hill Associates Limited Partnership (the "Cobbet Local Partnership")
     was  originally  financed  with a first  mortgage  with  mandatory  monthly
     payment terms with the Massachusetts  Housing Finance Agency ("MHFA") and a
     second  mortgage  with MHFA under the State Housing  Assistance  for Rental
     Production  Program (the "SHARP  Operating Loan") whereby proceeds would be
     advanced   monthly  as  an  operating   subsidy  (the  "Operating   Subsidy
     Payments").  The terms of the SHARP  Operating  Loan  called for  declining
     Operating Subsidy Payments over its term (not more than 15 years). However,
     due to the economic  condition of the Northeast region in the early 1990's,
     MHFA  instituted  an  operating  deficit  loan (the  "ODL")  program  which
     supplemented  the scheduled  reduction in the Operating  Subsidy  Payments.
     Effective  October 1, 1997,  MHFA  announced its intention to eliminate the
     ODL  program,  such that the  Cobbet  Local  Partnership  will no longer be
     receiving  the ODL,  without  which the Cobbet Local  Partnership  would be
     unable  to make the full  Mandatory  Debt  Service  payments  on its  first
     mortgage.  MHFA has notified the Cobbet Local Partnership and, to the Local
     General  Partners'  knowledge,  other  ODL  recipients  as well,  that MHFA
     considers the mortgages to be in default.  The Local General  Partners have
     agreed to a plan, with modifications  proposed by MHFA, to recapitalize the
     Cobbet Local  Partnership from capital to be received from the admission of
     a new limited partner. As of the date of this report, MHFA has not executed
     the plan.  If the plan were to be  implemented,  such new  limited  partner
     would receive a substantial portion of the annual allocation of the Cobbett
     Local  Partnership's tax losses commencing January 1, 1999, plus cash flows
     and residuals, if any. The Partnership and the Local General Partners would
     retain a  sufficient  interest  in the Cobbet  Local  Partnership  to avoid
     recapture of  Low-income  Tax Credits.  There can be no assurance  the plan
     will be  implemented,  and if not,  MHFA  would be  expected  to retain its
     rights under the loan documents.  The Partnership's  investment  balance in
     the Cobbett Local Partnership,  after cumulative equity losses, became zero
     during the year ended March 30, 1994.

     Erie Associates Limited Partnership (the "Erie Local  Partnership"),  which
     is in the tenth year of the Low-income Tax Credit period,  is subject to an
     amended and  restated  note (the  "Amended  Note")  dated  December 1, 1994
     (which  matured on December  1, 1997) and is  entitled  to a  project-based
     rental subsidy under Chapter 707 of the Acts of 1966 of the Commonwealth of
     Massachusetts,  which  contract is subject to a year to year  renewal.  The
     original  financing  called for Mandatory Debt Service of $7,647 per month,
     while the Amended Note required  monthly  Mandatory Debt Service of $5,883.
     The Local General  Partners  reported that the Erie Local  Partnership  was
     several  months in  arrears  under the terms of the  Amended  Note,  that a
     default  was  declared by the lender and that  discussions  were being held
     with the lender.  While  negotiations were ongoing,  the lender conducted a
     foreclosure  sale of the property in April 1998. The  Partnership  has been
     advised by its counsel that the  foreclosure  sale can be "unwound" for tax
     purposes (thereby avoiding any recapture of Low-income Tax Credit benefits)
     if, prior to December 31, 1998, the Erie Local Partnership  repurchases the
     property and the  Partnership  (or a third party)  purchases and reinstates
     the Amended Note. The  Partnership has offered to purchase the Amended Note
     (provided that the property is reconveyed to the Erie Local  Partnership in
     1998), but to date, the lender has not agreed. The Partnership's investment
     in the Erie Local Partnership,  after cumulative equity losses, became zero
     during the year ended March 30, 1998.






<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1998
                                   (UNAUDITED)


5.   Additional Information

     Additional  information,  including  the audited  March 30, 1998  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, 1998 on file with the  Securities
     and Exchange Commission.







<PAGE>

                          AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of June 29, 1998,  American Tax Credit Properties L.P. (the "Registrant") has
not experienced a significant change in financial condition as compared to March
30, 1998. Principal changes in assets are comprised of periodic transactions and
adjustments  and  anticipated  equity  in  loss  from  operations  of the  local
partnerships  (the  "Local  Partnerships")  which  own  low-income   multifamily
residential  complexes (the  "Properties")  which qualify for the low-income tax
credit  under  Section 42 of the  Internal  Revenue  Code (the  "Low-income  Tax
Credit").  During the three months ended June 29, 1998, Registrant received cash
from interest  revenue and  distributions  from Local  Partnerships and utilized
cash for operating  expenses and investing in bonds.  Cash and cash  equivalents
and  investments in bonds  available-for-sale  decreased,  in the aggregate,  by
approximately $7,000 during the three months ended June 29, 1998 (which included
a net  unrealized  loss on  investments in bonds of  approximately  $5,000,  the
amortization of net premium on investments in bonds of approximately  $8,000 and
the  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 three months ended June 29, 1998,  the  investment  in Local
Partnerships  decreased  as  a  result  of  Registrant's  equity  in  the  Local
Partnerships'  net loss for the three  months  ended March 31, 1998 of $345,111.
Payable to general partner in the accompanying balance sheet as of June 29, 1998
represents accrued management fees.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in Local Partnerships
in accordance  with the equity method of accounting,  under which 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  4 to  Registrant's  financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.

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

Registrant's  operations  for the  three  months  ended  June 29,  1998 and 1997
resulted in net losses of $410,597 and $394,292, respectively. The operations of
Registrant and the Local  Partnerships  were  consistent  between 1997 and 1998.
Other  comprehensive  income (loss) for the three months ended June 29, 1998 and
1997  resulted  from a net  unrealized  gain  (loss)  on  investments  in  bonds
available-for-sale of ($5,045) and $46,438, respectively.

The Local Partnerships' net loss of approximately  $919,000 for the three months
ended  March  31,  1998  was   attributable  to  rental  and  other  revenue  of
approximately $4,015,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $3,909,000 and  approximately
$1,026,000 of depreciation and amortization  expenses.  The Local  Partnerships'
net loss of  approximately  $1,221,000 for the three months ended March 31, 1997
was  attributable  to rental  and other  revenue  of  approximately  $4,106,000,
exceeded by operating and interest expenses (including interest on non-mandatory
debt) of approximately  $4,290,000 and approximately  $1,037,000 of depreciation
and amortization expenses. The Local Partnerships' net loss for the three months
ended March 31, 1997 included the results of  operations of B & V Ltd.  prior to
its April 1997 foreclosure.  The results of operations of the Local Partnerships
for the three months ended March 31, 1998 are not necessarily  indicative of the
results that may be expected in future periods.






<PAGE>

                             AMERICAN TAX CREDIT PROPERTIES L.P.


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

Local Partnership Matters

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the  Properties,  many of which receive rental subsidy
payments  pursuant  to  subsidy  agreements  ("HAP  Contracts")  are  subject to
specific laws, regulations and agreements with federal and state agencies.  Four
Local  Partnerships' HAP Contracts are scheduled to expire in 1998. In addition,
the Local  Partnerships  have various  financing  structures  which  include (i)
required debt service payments  ("Mandatory Debt Service") and (ii) debt service
payments  which are payable only from  available  cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws,  regulations
and agreements with appropriate federal and state agencies  ("Non-Mandatory Debt
Service or  Interest").  During the three months  ended March 31, 1998,  revenue
from  operations,  Local  General  Partner  advances  and  reserves of the Local
Partnerships have generally been sufficient to cover the operating  expenses and
Mandatory Debt Service. Most of the Local Partnerships are effectively operating
at or near break even levels,  although  certain Local  Partnerships'  operating
information  reflects operating deficits that do not represent cash deficits due
to their mortgage and financing  structure and the required deferral of property
management  fees.  However,  as discussed  below,  certain  Local  Partnerships'
operating  information  indicates below break even operations  after taking into
account  their  mortgage and financing  structure  and any required  deferral of
property management fees.

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
(the "Cobbet Local Partnership"),  MHFA drew on a then existing letter of credit
in the amount of $242,529 which had been established for the purpose of covering
future operating  deficits,  if any. In June 1997,  Registrant provided funds to
establish  collateral  to secure a  replacement  letter of credit.  Although the
repairs have been completed and the Cobbet Local  Partnership  has notified MHFA
of  such  completion,   the  Cobbet  Local  Partnership  has  not  received  the
anticipated  notice from MHFA that the default has been cured.  The Cobbet Local
Partnership was originally financed with a first mortgage with mandatory monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating deficit loan (the "ODL") program which  supplemented the
scheduled  reduction in the Operating  Subsidy  Payments.  Effective  October 1,
1997,  MHFA announced its intention to eliminate the ODL program,  such that the
Cobbet Local  Partnership will no longer be receiving the ODL, without which the
Cobbet Local Partnership would be unable to make the full Mandatory Debt Service
payments on its first mortgage.  MHFA has notified the Cobbet Local  Partnership
and, to the Local General  Partners'  knowledge,  other ODL  recipients as well,
that MHFA considers the mortgages to be in default.  The Local General  Partners
have agreed to a plan, with modifications  proposed by MHFA, to recapitalize the
Cobbet Local Partnership from capital to be received from the admission of a new
limited partner.  As of the date of this report, MHFA has not executed the plan.
If the plan were to be  implemented,  such new limited  partner  would receive a
substantial  portion of the annual allocation of the Cobbett Local Partnership's
tax losses  commencing  January 1, 1999, plus cash flows and residuals,  if any.
Registrant and the Local General Partners would retain a sufficient  interest in
the Cobbet Local Partnership to avoid recapture of Low-income Tax Credits. There
can be no  assurance  the plan will be  implemented,  and if not,  MHFA would be
expected to retain its rights  under the loan  documents.  The future  financial
viability of the Cobbet Local  Partnership is highly  uncertain.  The Low-income
Tax  Credits  for  1998 are  expected  to be  approximately  $12 per  Unit.  The
Property's  historic tax credit was earned in 1988 and all of the Low-income Tax
Credits have been allocated since 1989 and are scheduled to expire in 1999.

Erie Associates Limited Partnership (the "Erie Local Partnership"),  which is in
the tenth year of the Low-income Tax Credit period, is subject to an amended and
restated  note (the  "Amended  Note") dated  December 1, 1994 (which  matured on
December  1, 1997) and is  entitled  to a  project-based  rental  subsidy  under
Chapter  707 of the Acts of 1966 of the  Commonwealth  of  Massachusetts,  which
contract is subject to a year to year renewal. The original financing called for
Mandatory  Debt  Service of $7,647 per month,  while the Amended  Note  required
monthly  Mandatory Debt Service of $5,883.  The Local General Partners  reported
that the Erie Local Partnership was several months in arrears under the terms of
the Amended Note, that a default was declared by the lender and that discussions
were being held with the lender.  While  negotiations  were ongoing,  the lender
conducted a foreclosure sale of the property in April 1998.  Registrant has been
advised





<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

by its counsel  that the  foreclosure  sale can be  "unwound"  for tax  purposes
(thereby  avoiding any recapture of Low-income Tax Credit benefits) if, prior to
December  31,  1998,  the Erie Local  Partnership  repurchases  the property and
Registrant  (or a third  party)  purchases  and  reinstates  the  Amended  Note.
Registrant  has offered to purchase the Amended Note (provided that the property
is reconveyed to the Erie Local  Partnership  in 1998),  but to date, the lender
has not  agreed.  In the event  Registrant  is  unsuccessful  in its  attempt to
purchase the Amended Note and the property is not  reconveyed  to the Erie Local
Partnership,  Registrant  estimates a recapture of Low-income  Tax Credits taken
through December 1997,  including  interest,  of approximately  $20 per Unit for
Unit holders of record as of April 1998 and it would lose the ability to utilize
remaining Low-income Tax Credits of approximately $4 per Unit for 1998.

Although  4611  South  Drexel  Limited  Partnership  (the  "South  Drexel  Local
Partnership")  reported  above  break  even  operations  during  the year  ended
December 31, 1997, the South Drexel Local Partnership was declared in default of
its first mortgage  during  December 1997 for failure to make required  payments
during the four months then ended. As a result,  Registrant removed the original
Local General  Partner and the affiliated  property  management  agent under the
terms  of the  partnership  agreement.  In an  effort  to  appease  the  lender,
Registrant  made a payment to the lender during January 1998 and the mortgage is
reportedly current as of June 1998.  Although the original Local General Partner
had informed  Registrant of its intent to cooperate  with  Registrant's  removal
actions, the original Local General Partner is now disputing the removal and has
not  delivered  partnership  documents  and records  despite  several  requests.
Registrant  has  commenced  legal  action to remove the original  Local  General
Partner.

Registrant  acquired a 99% limited  partnership  interest in B & V Phase I, Ltd.
(the "B & V Phase  I Local  Partnership"),  which  owned a  97-unit,  Section  8
assisted  apartment complex located in Homestead,  Florida during the year ended
March 30, 1995.  Prior to the acquisition,  the B & V Phase I Local  Partnership
was damaged by Hurricane Andrew in August 1992. Since May 1, 1996, all 97 of the
rental units were  complete  and  occupied.  Pursuant to an  agreement  with the
lender,  the B & V Phase I Local Partnership was to commence paying debt service
in January  1995 which was to  coincide  with the  completion  of  construction.
However, due to construction delays, the B & V Phase I Local Partnership had not
commenced making such payments. The lender declared a default under the terms of
the mortgage and, on December 9, 1996 the lender commenced a foreclosure action.
After  pursuing  various legal efforts which were  ultimately  unsuccessful  and
because alternative sources of financing could not be secured,  the property was
transferred to the lender in May 1998. As a result of the lender's  foreclosure,
Registrant  estimates a  recapture  of  Low-income  Tax  Credits  taken  through
December 1997, including interest, of approximately $3 per Unit for Unit holders
of record as of May 1998 and lost the  ability to utilize  remaining  Low-income
Tax Credits of approximately $2 per Unit for 1998.

The terms of the partnership  agreement of Hilltop North  Associates,  L.P. (the
"Hilltop  Local  Partnership")  require  the  managing  agent to defer  property
management  fees in order to avoid a default  under the  mortgage.  The  Hilltop
Local Partnership incurred an operating deficit of approximately $55,000 for the
three months ended March 31, 1998,  which included  property  management fees of
approximately $17,000.  Accordingly, the net operating deficit was approximately
$38,000  resulting  primarily  from tenant  turnover  costs.  The Local  General
Partner has applied for a withdrawal  from the  replacement  reserve  account to
cover a  significant  portion  of these  costs.  Of  Registrant's  total  annual
Low-income  Tax Credits,  approximately  5% is allocated  from the Hilltop Local
Partnership.

Adoption of Accounting Standard

On March 31, 1998, Registrant adopted Statement of Financial Accounting Standard
("SFAS") No. 130,  "Reporting  Comprehensive  Income." SFAS No. 130  establishes
standards for reporting and display of  comprehensive  income and its components
(revenues,  expenses,  gains  and  losses)  in a  full  set  of  general-purpose
financial  statements.  The adoption of SFAS No. 130 has not materially impacted
Registrant's financial position and results of operations.






<PAGE>
                              AMERICAN TAX CREDIT PROPERTIES L.P.

                                   Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

B & V Phase I,  Ltd.  (the "B & V Phase I Local  Partnership")  was  damaged  by
Hurricane  Andrew in August 1992.  Since May 1, 1996, all 97 of the rental units
were complete and occupied.  Pursuant to an agreement with the lender, the B & V
Phase I Local  Partnership  was to commence  paying debt service in January 1995
which was to coincide  with the  completion  of  construction.  However,  due to
construction  delays,  the B & V  Phase I Local  Partnership  had not  commenced
making  such  payments.  The lender  declared  a default  under the terms of the
mortgage and, on December 9, 1996 the lender commenced a foreclosure  action. On
January 14, 1997,  by agreement of the B & V Phase I Local  Partnership  and the
lender,  the Circuit Court for Dade County  issued an order  directing the B & V
Phase I Local Partnership to make mortgage payments to the lender accruing since
December 1996 and to thereafter  make monthly  mortgage  payments to the lender.
The B & V Phase I Local Partnership complied with this order. On April 18, 1997,
a motion for summary judgment in the lender's  foreclosure  action was scheduled
to be heard.  However,  on April 17, 1997,  the B & V Phase I Local  Partnership
filed a Chapter 11 Bankruptcy  Petition with the United States Bankruptcy Court,
District of  Connecticut,  Bridgeport  Division.  On April 25, 1997,  the lender
filed a motion  seeking  to  change  the  venue  for this  case to the  Southern
District  of  Florida.  Subsequently,  hearings  were  held  in  order  for  the
Bankruptcy  Court to  consider  the  lender's  motion.  In the  course  of these
hearings, the lender and the B & V Phase I Local Partnership reached a tentative
agreement  whereby the lender would withdraw its request to change venue and the
B & V Phase I Local  Partnership would agree to submit to the Bankruptcy Court a
plan providing for, among other things,  a schedule of buy-out prices to be paid
to the lender at future designated dates. On July 14, 1997, the Bankruptcy Court
approved  a  stipulation  between  the  lender  and  the  B & V  Phase  I  Local
Partnership which incorporated the tentative  agreement.  On September 10, 1997,
the B & V Phase I Local  Partnership  filed a plan of  reorganization  with  the
Bankruptcy  Court and on October 28, 1997 the  Bankruptcy  Court issued an order
approving the Disclosure  Statement filed in connection  therewith and setting a
timetable for confirming the plan. The plan of  reorganization  was confirmed on
or about December 9, 1997. Because alternative sources of financing could not be
secured, the property was transferred to the lender in May 1998.

4611 South Drexel Limited Partnership (the "South Drexel Local Partnership") was
declared in default of its first  mortgage  during  December 1997 for failure to
make  required  payments  during  the  four  months  then  ended.  As a  result,
Registrant  removed  the  original  Local  General  Partner  and the  affiliated
property  management agent under the terms of the partnership  agreement.  In an
effort to appease the  lender,  Registrant  made a payment to the lender  during
January 1998 and the mortgage is  reportedly  current as of June 1998.  Although
the original  Local  General  Partner had informed  Registrant  of its intent to
cooperate with Registrant's  removal actions, the original Local General Partner
is now  disputing the removal and has not  delivered  partnership  documents and
records despite several requests.  On July 1, 1998,  Registrant  commenced legal
action to remove  the  original  Local  General  Partner  and filed a  complaint
seeking  declaratory  and  injunctive  relief and an  accounting in Cook County,
Illinois, County Department, Chancery Division. A hearing has been scheduled for
August 18, 1998.

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

Registrant is not aware of any other material legal proceedings.





<PAGE>
                                           AMERICAN TAX CREDIT PROPERTIES L.P.

                                        Part II - OTHER INFORMATION (Continued)


Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None;  see Items 1 and 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,  the local general
         partners  of Erie  Associates  Limited  Partnership  (the  "Erie  Local
         Partnership")  report that the Erie Local  Partnership has not made all
         required payments under the terms of its amended and restated mortgage,
         that a default has been  declared by the lender and that in April 1998,
         the lender conducted a foreclosure sale of the property. Registrant has
         offered to purchase the amended and restated  note  (provided  that the
         property is reconveyed to the Erie Local  Partnership in 1998),  but to
         date the lender has not agreed.

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners of Cobbet Hill  Associates  Limited  Partnership  (the "Cobbet
         Local Partnership")  report that the first mortgage lender has declared
         a default pending restoration of the building's  parapet.  Although the
         repairs  have been  completed  and the  Cobbet  Local  Partnership  has
         notified MHFA of such completion,  the Cobbet Local Partnership has not
         received  the  anticipated  notice  from MHFA that the default has been
         cured.

Item 6.  Exhibits and Reports on Form 8-K

         None





    <PAGE>
                                                          SIGNATURES


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


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

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

                                       by:  Richman Tax Credit Properties Inc.,
                                            general partner


Dated: August 14 1998                             /s/  Richard Paul Richman
       ---------------                             -------------------------
                                         Richard Paul Richman
                                         President, Chief Executive Officer and
                                         Director of the general partner of the
                                         General Partner


Dated: August 14, 1998                             /s/  Neal Ludeke
       ---------------                             ----------------
                       Neal Ludeke
                       Vice President and Treasurer of the general partner
                       of the General Partner
                      (Principal Financial and Accounting Officer of Registrant)