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, 2001
                               -------------

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


For the transition period from _____________  to ____________

                         Commission file number: 0-17619


                       American Tax Credit Properties L.P.
                ------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                                            13-3458875
-------------------------------                           ------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

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

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

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

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


Table of Contents                                                          Page
-----------------                                                          ----

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

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

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

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

                                       2
<PAGE>

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


                                                         June 29,      March 30,
                                                Notes     2001          2001
                                                -----     ----          ----
ASSETS

Cash and cash equivalents                               $ 352,757     $  77,589
Investments in bonds                              2     1,705,957     1,827,390
Investment in local partnerships                  3     1,399,289     1,587,296
Interest receivable                                        35,383        45,265
                                                     -----------     ----------
                                                       $3,493,386    $3,537,540
                                                     ============    ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                $  47,407      $  56,896
  Payable to general partner and affiliates              160,090         74,664
                                                     -----------     ----------
                                                         207,497        131,560
                                                     -----------     ----------

Commitments and contingencies                     3

Partners' equity (deficit)

  General partner                                       (333,727)      (332,730)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                   3,530,928      3,629,627

  Accumulated other comprehensive income, net     2       88,688        109,083
                                                     -----------     ----------
                                                       3,285,889      3,405,980
                                                     -----------     ----------
                                                      $3,493,386     $3,537,540
                                                     ===========     ==========


                       See Notes to Financial Statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)

                                                 Notes      2001           2000
                                                 -----      ----           ----
REVENUE

<S>                                                      <C>            <C>
Interest                                                 $   39,743     $   47,723
                                                         ----------     ----------
TOTAL REVENUE                                                39,743         47,723
                                                         ----------     ----------

EXPENSES

Administration fee                                           45,931         45,931
Management fee                                               43,867         43,867
Professional fees                                            13,227         12,246
Printing, postage and other                                   4,918          9,829
                                                         ----------     ----------
TOTAL EXPENSES                                              107,943        111,873
                                                         ----------     ----------

Loss from operations                                        (68,200)       (64,150)
                                                         ----------     ----------

Equity in loss of investment in local              3        (31,496)      (239,378)
  partnerships                                           ----------     ----------

NET LOSS                                                    (99,696)      (303,528)

Other comprehensive loss, net                      2        (20,395)        (3,198)
                                                         ----------     ----------

COMPREHENSIVE LOSS                                       $ (120,091)    $ (306,726)
                                                         ==========     ==========

NET LOSS ATTRIBUTABLE TO

  General partner                                        $     (997)    $   (3,035)
  Limited partners                                          (98,699)      (300,493)
                                                         ----------     ----------

                                                         $  (99,696)    $ (303,528)
                                                         ==========     ==========
NET LOSS per unit of limited partnership
  interest (41,286 units of limited partnership          $    (2.39)    $    (7.28)
  interest)                                              ==========     ==========
</TABLE>



                       See Notes to Financial Statements.

                                       4

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)

                                                           2001          2000
                                                           ----          ----

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                        $  50,663     $ 58,931
Cash paid for
   administration fee                                       (4,372)
   professional fees                                       (17,620)
   printing, postage and other expenses                    (10,014)     (12,358)
                                                         ---------    ---------

Net cash provided by operating activities                   18,657       46,573
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local             156,511       16,675
partnerships
Advances to local partnerships                                          (65,444)
Maturities/redemptions of bonds                            100,000      257,000
                                                         ---------    ---------

Net cash provided by investing activities                  256,511      208,231
                                                         ---------    ---------

Net increase in cash and cash equivalents                  275,168      254,804

Cash and cash equivalents at beginning of period            77,589       61,363
                                                         ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 352,757     $316,167
                                                         =========     ========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized loss on investments in bonds, net             $ (20,395)    $ (3,198)
                                                         =========     ========


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


                       See Notes to Financial Statements.


                                       5

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)


                                                            2001         2000
                                                            ----         ----

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
  OPERATING ACTIVITIES

Net loss                                                  $(99,696)   $(303,528)

Adjustments to reconcile net loss to net cash
  provided by operating activities

    Equity in loss of investment in local partnerships      31,496      239,378
    Amortization of net premium on investments in bonds      5,097        6,194
      Accretion of zero coupon bonds                        (4,059)      (4,059)
    Decrease in interest receivable                          9,882        9,074
    Increase (decrease) in accounts payable and             (9,489)       9,759
      accrued expenses
    Increase in due to general partner and                  85,426       89,755
      affiliates                                          --------     --------

NET CASH PROVIDED BY OPERATING ACTIVITIES                  $18,657     $ 46,573
                                                           =======     ========

                       See Notes to Financial Statements.


                                       6
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 2001
                                   (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, 2001 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, 2001
   are not necessarily indicative of the results that may be expected for the
   entire year.

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


2. Investments in Bonds

   As of June 29, 2001, certain information concerning investments in bonds is
   as follows:

<TABLE>
<CAPTION>
                                                    Gross         Gross
                                 Amortized        unrealized    unrealized      Estimated
   Description and maturity        cost             gains         losses       fair value
   ------------------------        ----             -----         ------       ----------
<S>                               <C>             <C>           <C>            <C>
Corporate debt securities
  After one year through five
  years                           $ 218,628       $     6,670   $      --      $   225,298
  After five years through ten
  years                               4,188               206          --            4,394
                                  ---------       -----------   ---------      -----------
                                    222,816             6,876          --          229,692

U.S. Treasury debt securities
  Within one year                   240,906             9,954          --          250,860

  After one year through five
  years                             886,936            76,173          --          963,109
                                  ---------       -----------   ---------      -----------
                                  1,127,842            86,127          --        1,213,969

U.S. government and agency
securities
  After five years through ten      266,611                --      (4,315)         262,296
  years                           ---------       -----------   ---------      -----------
                                $ 1,617,269      $     93,003   $  (4,315)     $ 1,705,957
                                ===========      ============   =========      ===========
</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  $257,000.  As of
August 10,  2001,  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)
                                  JUNE 29, 2001
                                   (UNAUDITED)

3. Investment in Local Partnerships

   The Partnership originally acquired limited partnership interests in Local
   Partnerships representing capital contributions in the aggregate amount of
   $35,013,709, which includes advances made to certain Local Partnerships. As
   of March 31, 2001, the Local Partnerships have outstanding mortgage loans
   payable totaling approximately $72,064,000 and accrued interest payable on
   such loans totaling approximately $4,430,000, 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, 2001, the investment in local
   partnerships activity consists of the following:

          Investment in local partnerships as of March       $ 1,587,296
            30, 2001

          Equity in loss of investment in local                  (31,496)  *
            partnerships

          Cash distributions received from Local                (156,511)
            Partnerships                                     -----------

          Investment in local partnerships as of June        $ 1,399,289
            29, 2001                                         ===========

*    Equity  in loss of  investment  in local  partnerships  is  limited  to the
     Partnership's  investment balance in each Local Partnership,  except to the
     extent that the  Partnership  has an outstanding  commitment to fund future
     amounts  on behalf of a 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  $1,013,700  for the three
     months  ended March 31, 2001 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 March 31,
2001 and December 31, 2000 and the combined  unaudited  statements of operations
of the Local Partnerships for the three months ended March 31, 2001 and 2000 are
reflected on pages 9 and 10, respectively.


                                       8
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of March 31, 2001
   and December 31, 2000 are as follows:

                                                        March 31,  December 31,
                                                          2001         2000
                                                          ----         ----

   ASSETS

   Cash and cash equivalents                           $1,026,611    $1,074,364
   Rents receivable                                       195,239       273,522
   Escrow deposits and reserves                         2,932,494     2,848,934
   Land                                                 3,850,061     3,850,061
   Buildings and improvements (net of accumulated
     depreciation of $45,447,964 and $44,487,757)      61,391,672    62,267,223

   Intangible assets (net of accumulated
     amortization of $730,131 and $713,563)             1,614,782     1,631,350
   Other assets                                         1,025,781     1,052,996
                                                      -----------   -----------
                                                      $72,036,640   $72,998,450
                                                      ===========   ===========
   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

   Liabilities

     Accounts payable and accrued expenses             $1,336,735    $1,229,514
     Due to related parties                             5,543,678     5,611,676
     Mortgage loans                                    72,064,175    72,172,107
     Notes payable                                      1,058,608     1,058,608
     Accrued interest                                   4,430,184     4,326,235
     Other liabilities                                    342,484       335,650
                                                      -----------   -----------
                                                       84,775,864    84,733,790
                                                      -----------   -----------
   Partners' equity (deficit)

     American Tax Credit Properties L.P.
       Capital contributions, net of distributions     34,147,144    34,079,578
       Cumulative loss                                (31,635,732)  (31,604,236)
                                                      -----------   -----------
                                                        2,511,412     2,475,342
                                                      -----------   -----------
     General partners and other limited partners
       Capital contributions, net of distributions        391,416       391,416
       Cumulative loss                                (15,642,052)  (14,602,098)
                                                      -----------   -----------

                                                      (15,250,636)  (14,210,682)
                                                      -----------   -----------

                                                      (12,739,224)  (11,735,340)
                                                      -----------   -----------
                                                      $72,036,640   $72,998,450
                                                      ===========   ===========


                                       9
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   months ended March 31, 2001 and 2000 are as follows:

                                                         2001          2000
                                                         ----          ----
   REVENUE

   Rental                                             $ 3,789,494   $ 3,826,184
   Interest and other                                      66,213       126,667
                                                      -----------   -----------
   TOTAL REVENUE                                        3,855,707     3,952,851
                                                      -----------   -----------

   EXPENSES

   Administrative                                         572,631       560,891
   Utilities                                              525,462       353,419
   Operating and maintenance                              831,220       895,398
   Taxes and insurance                                    437,006       449,628
   Financial                                            1,582,680     1,607,159
   Depreciation and amortization                          978,158       968,014
                                                      -----------   -----------

   TOTAL EXPENSES                                       4,927,157     4,834,509
                                                      -----------   -----------
   NET LOSS                                          $ (1,071,450)   $ (881,658)
                                                     ============    ==========

   NET LOSS ATTRIBUTABLE TO

     American Tax Credit Properties L.P.              $   (31,496)   $ (239,378)
     General partners and other limited partners,
      which includes $1,013,700 and $622,987 of
      Partnership loss in excess of investment         (1,039,954)     (642,280)
                                                      -----------   -----------

                                                      $(1,071,450)   $ (881,658)
                                                      ===========    ==========

The  combined  results of  operations  of the Local  Partnerships  for the three
months ended March 31, 2001 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)
                                  JUNE 29, 2001
                                   (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. MHFA adopted a plan to
   recapitalize several of the ODL program properties with funds to be
   contributed from the admission of a new limited partner, and MHFA
   commissioned an institutional broker (the "Broker") to identify such a new
   limited partner. However, MHFA communicated with Cobbet (confirmed by letter
   dated February 7, 2000) that Cobbet was not included in MHFA's
   recapitalization program because Cobbet is party to a project based Section 8
   contract. However, MHFA communicated that Cobbet was free to identify a new
   limited partner, independent of MHFA's process, with the intention similar to
   that of the recapitalization plan. In the February 7, 2000 letter, MHFA
   provided Cobbet until March 3, 2000 to notify MHFA of its desire to modify
   its mortgage loan by paying the required fee (which as a practical matter
   would require a recapitalization investor) and made no reference in the
   letter to the previous discussion in which MHFA indicated that Cobbet could
   locate a separate recapitalization investor. Cobbet replied to MHFA,
   indicating its desire to locate a recapitalization investor. The Local
   General Partners contacted the Broker, which indicated that a private
   investor may be interested in a recapitalization plan for Cobbet. On August
   7, 2000, the Local General Partners met with MHFA to discuss future capital
   improvements. A contribution payment of $300,000 was offered by the
   Partnership to help fund the capital improvements, with $150,000 to be
   advanced currently and $50,000 to be advanced annually over each of the next
   three years. The Partnership had advanced $150,000 as of March 30, 2001. MHFA
   approved all of the items on the agenda and indicated a strong interest in
   pursuing a recapitalization of Cobbet. In January 2001, MHFA notified Cobbet
   in writing as to whether Cobbet was willing to participate in another
   recapitalization plan (notwithstanding Cobbet's project based Section 8
   contract) which MHFA may pursue and in February 2001 Cobbet replied to MHFA
   that it is so interested. 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, 2001 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, 2001 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 June 29, 2001, American Tax Credit Properties L.P. (the "Registrant") has
not experienced a significant change in financial condition as compared to March
30, 2001. Principal changes in assets are comprised of periodic transactions and
adjustments and anticipated equity in loss from operations of the local
partnerships (the "Local Partnerships") which own low-income multifamily
residential complexes (the "Properties") which qualify for the low-income tax
credit in accordance with Section 42 of the Internal Revenue Code (the
"Low-income Tax Credit"). During the three months ended June 29, 2001,
Registrant received cash from interest revenue, maturities/redemptions of bonds
and distributions from Local Partnerships and utilized cash for operating
expenses. Cash and cash equivalents and investments in bonds increased, in the
aggregate, by approximately $154,000 during the three months ended June 29, 2001
(which includes a net unrealized loss on investments in bonds of approximately
$20,000, amortization of net premium on investments in bonds of approximately
$5,000 and accretion of zero coupon bonds of approximately $4,000).
Notwithstanding circumstances that may arise in connection with the Properties,
Registrant does not expect to realize significant gains or losses on its
investments in bonds, if any. During the three months ended June 29, 2001, 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, 2001 of
$31,496 and cash distributions received from Local Partnerships of $156,511.
Payable to general partner and affiliates in the accompanying balance sheet as
of June 29, 2001 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
generally 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, except to the extent that Registrant has an outstanding commitment
to fund future amounts on behalf of a Local Partnership. As a result, the
reported equity in loss of investment in local partnerships is expected to
decrease as Registrant's investment balances in the respective Local
Partnerships become zero. The combined statements of operations of the Local
Partnerships reflected in Note 3 to Registrant's financial statements include
the operating results of all Local Partnerships, irrespective of Registrant's
investment balances.

Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to an investment'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 June 29, 2001 and 2000
resulted in net losses of $99,696 and $303,528, respectively. The decline is
primarily attributable to a decrease in equity in loss of investment in local
partnerships of approximately $208,000, which decrease is the result of an
increase in the nonrecognition of losses in accordance with the equity method of
accounting. Other comprehensive loss for the three months ended June 29, 2001
and 2000 resulted from a net unrealized loss on investments in bonds of $20,395
and $3,198, respectively.


                                       12
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

The Local Partnerships' net loss of approximately $1,071,000 for the three
months ended March 31, 2001 was attributable to rental and other revenue of
approximately $3,856,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,949,000 and approximately
$978,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $882,000 for the three months ended March 31, 2000 was
attributable to rental and other revenue of approximately $3,953,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,867,000 and approximately $968,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended March 31, 2001 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 has been fully exhausted by all of the Properties as of December
31, 2000. 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 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 have entered into restructuring
agreements, resulting in both a lower rent subsidy and lower mandatory debt
service with no anticipated adverse impact to the operating results of the
Properties.

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 three months ended June 29, 2001, 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.


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<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. MHFA adopted a plan to recapitalize several of the ODL program
properties with funds to be contributed from the admission of a new limited
partner, and MHFA commissioned an institutional broker (the "Broker") to
identify such a new limited partner. However, MHFA communicated with Cobbet
(confirmed by letter dated February 7, 2000) that Cobbet was not included in
MHFA's recapitalization program because Cobbet is party to a project based
Section 8 contract. However, MHFA communicated that Cobbet was free to identify
a new limited partner, independent of MHFA's process, with the intention similar
to that of the recapitalization plan. In the February 7, 2000 letter, MHFA
provided Cobbet until March 3, 2000 to notify MHFA of its desire to modify its
mortgage loan by paying the required fee (which as a practical matter would
require a recapitalization investor) and made no reference in the letter to the
previous discussion in which MHFA indicated that Cobbet could locate a separate
recapitalization investor. Cobbet replied to MHFA, indicating its desire to
locate a recapitalization investor. The Local General Partners contacted the
Broker, which indicated that a private investor may be interested in a
recapitalization plan for Cobbet. On August 7, 2000, the General Partners of
Cobbet met with MHFA to discuss future capital improvements. A contribution
payment of $300,000 was offered by Registrant to help fund the capital
improvements, with $150,000 to be advanced currently (all of which was advanced
by Registrant as of March 30, 2001) and $50,000 to be advanced annually over
each of the next three years. MHFA approved all of the items on the agenda and
indicated a strong interest in pursuing a recapitalization of Cobbet. In January
2001, MHFA notified Cobbet in writing as to whether Cobbet was willing to
participate in another recapitalization plan (notwithstanding Cobbet's project
based Section 8 contract) which MHFA may pursue and in February 2001 Cobbet
replied to MHFA that it is so interested. 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. 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.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $38,000 for the three months ended March 31, 2001 due
to high vacancies resulting from deferred unit maintenance and required capital
improvements. As of June 29, 2001, Registrant has advanced approximately
$297,000 and it is expected that Registrant will make additional advances to
make needed capital improvements to the Property in an effort to achieve
stabilized occupancy. Payments on the mortgage and real estate taxes are
current. Registrant's investment balance in South Drexel, after cumulative
equity losses, became zero during the year ended March 30, 1996. South Drexel
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 1999.

The terms of the partnership agreement of Golden Gates Associates, L.P. ("Golden
Gates") require the management agent to defer property management fees in order
to avoid a default under the mortgage. Golden Gates reported an operating
deficit of approximately $45,000 for the three months ended March 31, 2001,
which includes property management fees of approximately $7,000. Payments on the
mortgage and real estate taxes are current. Registrant's investment balance in
Golden Gates, after cumulative equity losses, became zero during the year ended
March 30, 1994. Golden Gates generated approximately $4.2 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 1998.

                                       14
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 7A.    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.


                                       15
<PAGE>

                           Part II - OTHER INFORMATION


Item 1.     Legal Proceedings

Registrant is not aware of any material legal proceedings.

Item 2.     Changes in Securities

      None

Item 3.     Defaults Upon Senior Securities

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

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

      None

Item 5.     Other Information

      As discussed in Part I, Item 2 -  Management's  Discussion and Analysis of
      Financial  Condition  and Results of  Operations,  Cobbet Hill  Associates
      Limited  Partnership  ("Cobbet") is unable to make the full mandatory debt
      service  payments  on its  first  mortgage  as a  result  of the  lender's
      elimination of its operating deficit loan program. The lender has notified
      Cobbet that the lender  considers  such  mortgages  to be in default.  The
      local general partners have agreed to a plan, with modifications  proposed
      by the  lender,  to  recapitalize  Cobbet.  Although  meetings  have  been
      ongoing, as of the date of this report, a plan has not been formalized.

Item 6.     Exhibits and 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: August 13, 2001              /s/ Richard Paul Richman
                                    ---------------------------------
                                       Richard Paul Richman
                                    by:  Richard Paul Richman
                                         President, Chief Executive Officer and
                                         Director of the general partner of the
                                         General Partner


Dated: August 13, 2001              /s/   Neal Ludeke
                                    ---------------------------------
                                    by:   Neal Ludeke
                                          Vice President and Treasurer of the
                                          general partner of the General Partner
                                          (Principal Financial and Accounting
                                          Officer of Registrant)


                                       17