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


                                    FORM 10-Q

(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 1999

                                       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)
                                                        December 30,   March 30,
                                               Notes       1999          1999
                                               -----       ----          ----
ASSETS

Cash and cash equivalents                             $    153,538  $    86,232
Investments in bonds available-for-sale           2      2,264,406    2,706,269
Investment in local partnerships                  3      2,937,041    3,628,899
Interest receivable                                         40,910       57,005
                                                      ------------   ----------
                                                      $  5,395,895   $6,478,405
                                                      ============   ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses          4   $     24,816   $   91,698
   Payable to general partner                               19,279       43,861
                                                      ------------   ----------
                                                            44,095      135,559
                                                      ------------   ----------
Commitments and contingencies                   3,4

Partners' equity (deficit)

   General partner                                        (312,940)    (304,341)
   Limited partners (41,286 units of limited
     partnership interest outstanding)                   5,588,831    6,440,125
   Accumulated other comprehensive income,
     net                                          2         75,909      207,062
                                                      ------------   ----------
                                                         5,351,800    6,342,846
                                                      ------------   ----------
                                                      $  5,395,895   $6,478,405
                                                      =============  ==========


                       See Notes to Financial Statements.

                                       3
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                        Three Months     Nine Months     Three Months    Nine Months
                                                       Ended December   Ended December  Ended December  Ended December
                                              Notes       30, 1999        30, 1999         30, 1998       30, 1998
                                              -----    --------------   --------------  --------------  --------------
REVENUE
<S>                                           <C>      <C>            <C>            <C>             <C>
Interest                                              $     45,077   $     139,460   $      61,690  $     172,578
Other income from local partnerships            3            2,475          16,225                          6,225
                                                      -------------  --------------  -------------- --------------
TOTAL REVENUE                                               47,552         155,685          61,690        178,803
                                                      -------------  --------------  -------------- --------------
EXPENSES
Administration fees                             4           45,930         137,792          45,931        137,793
Management fee                                              43,877         131,611          43,866        131,600
Professional fees                                           12,250          85,671          11,357         67,059
Printing, postage and other                                 11,725          29,505          15,091         31,396
                                                      -------------  --------------  -------------- --------------
TOTAL EXPENSES                                             113,782         384,579         116,245        367,848
                                                      -------------  --------------  -------------- --------------
Loss from operations                                       (66,230)       (228,894)        (54,555)      (189,045)
Equity in loss of investment in local
   partnerships                                           (169,005)       (630,999)       (289,205)      (912,550)
                                                      -------------  --------------  -------------- --------------
                                                3
NET LOSS                                                  (235,235)       (859,893)       (343,760)    (1,101,595)
Other comprehensive income (loss)               2          (45,673)       (131,153)        (48,836)        36,353
                                                      -------------  --------------  -------------- --------------
COMPREHENSIVE LOSS                                    $   (280,908)  $    (991,046)  $   (392,596)  $  (1,065,242)
                                                      =============  ==============  ============== ==============
NET LOSS ATTRIBUTABLE TO
   General partner                                    $     (2,352)  $      (8,599)  $     (3,438)  $     (11,016)
   Limited partners                                       (232,883)       (851,294)       (340,322)    (1,090,579)
                                                      -------------  --------------  -------------- --------------
                                                      $   (235,235)  $    (859,893)  $   (343,760)  $  (1,101,595)
                                                      =============  ==============  ============== ==============
NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                              $      (5.64)  $      (20.62)  $       (8.24) $      (26.42)
                                                      =============  ==============  ============== ==============
</TABLE>

                       See Notes to Financial Statements.

                                       4

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 1999 AND 1998
                                   (UNAUDITED)

                                                         1999           1998
                                                         ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                     $  173,013    $  189,955
Cash paid for
     administration fees                                (140,194)     (145,534)
     management fee                                     (175,472)     (175,461)
     professional fees                                  (130,878)      (81,759)
     printing, postage and other expenses                (29,499)      (31,355)
                                                      ----------    -----------
Net cash used in operating activities                   (303,030)     (244,154)
                                                      ----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in local partnerships                         (78,481)
Cash distributions and other income from
local partnerships                                       155,565         6,225
Investments in bonds (includes $386 of
accrued interest in 1998)                               (257,558)     (260,814)
Maturities/redemptions and sales of bonds                550,810       163,123
                                                      ----------    -----------
Net cash provided by (used in) investing activities      370,336       (91,466)
                                                      ----------    -----------
Net increase (decrease) in cash and cash equivalents      67,306      (335,620)
Cash and cash equivalents at beginning of period          86,232       388,431
                                                      ----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD            $  153,538       $52,811
                                                      ===========   ===========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds
available-for-sale, net                               $ (131,153)   $   36,353
                                                      ===========   ===========

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

                       See Notes to Financial Statements.

                                       5
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  NINE MONTHS ENDED DECEMBER 30, 1999 AND 1998
                                   (UNAUDITED)

                                                         1999         1998
                                                         ----         ----

RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES
Net loss                                                $(859,893)  $(1,101,595)
Adjustments to reconcile net loss to net cash
   used in operating activities
   Equity in loss of investment in local partnerships     630,999       912,550
    Loss on redemption and sale of bonds                    8,596
    Distributions from local partnerships
    classified as other income                            (16,225)       (6,225)
   Amortization of net premium on investments
   in bonds                                                21,127        24,920
   Accretion of zero coupon bonds                         (12,265)      (12,265)
   Decrease in interest receivable                         16,095         4,722
   Decrease in accounts payable and accrued expenses      (66,882)      (22,400)
   Decrease in payable to general partner                 (24,582)      (43,861)
                                                        ----------   -----------
NET CASH USED IN OPERATING ACTIVITIES                   $(303,030)   $ (244,154)
                                                        ==========   ===========

                       See Notes to Financial Statements.


                                       6
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 1999
                                   (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  December  30,  1999  and  the  results  of
     operations  and  cash  flows  for  the  interim  periods   presented.   All
     adjustments are of a normal recurring nature. The results of operations for
     the  three  and  nine  month  periods  ended  December  30,  1999  are  not
     necessarily  indicative  of the results that may be expected for the entire
     year.


2.   Investments in Bonds Available-For-Sale

     As of December 30, 1999,  certain  information  concerning  investments  in
bonds available-for-sale 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         $    150,833     $          338    $         --       $    151,171
      After five years through ten years              542,819             1,934            (7,042)         537,711
                                                 ------------     --------------    --------------    ------------
                                                      693,652             2,272            (7,042)         688,882
                                                 ------------     --------------    --------------    ------------
    U.S. Treasury debt securities
      Within one year                                 257,140              --                (583)         256,557
      After one year through five years               995,490           104,832              --          1,100,322
                                                 ------------     --------------    --------------    ------------
                                                    1,252,630           104,832              (583)       1,356,879
                                                 ------------     --------------    --------------    ------------
    U.S. government and agency securities
      After five years through ten years              242,215              --             (23,570)         218,645
                                                 ------------     --------------    --------------    ------------
                                                 $  2,188,497     $      107,104    $     (31,195)    $  2,264,406
                                                 ============     ==============    ==============    ============
</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 the  Partnership's
     investment in a U.S. Treasury bond with an estimated fair value of $256,557
     as of December 30, 1999. As of February 8, 2000, 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)
                                DECEMBER 30, 1999
                                   (UNAUDITED)

3.   Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,520,823.  As  of  September  30,  1999,  the  Local  Partnerships  have
     outstanding mortgage loans payable totaling  approximately  $72,854,000 and
     accrued interest payable on such loans totaling  approximately  $3,725,000,
     which are secured by security  interests and liens common to mortgage loans
     on the Local Partnerships' real property and other assets.

     For the nine months  ended  December  30,  1999,  the  investment  in local
     partnerships activity consists of the following:

        Investment in local partnerships as of March 30, 1999      $ 3,628,899

        Equity in loss of investment in local partnerships            (630,999)*

        Investment in local partnership                                 78,481

        Cash distributions received from Local Partnerships           (155,565)

        Cash distributions from Local Partnerships classified
           as other income                                              16,225
                                                                    -----------
            Investment in local partnerships as of
            December 30, 1999                                       $2,937,041
                                                                    ===========

     * Equity in loss of  investment  in local  partnerships  is  limited to the
       Partnership's investment balance in each Local Partnership; any excess is
       applied to other  partners'  capital in any such Local  Partnership.  The
       amount of such  excess  losses  applied to other  partners'  capital  was
       $1,682,050  for the nine months ended  September 30, 1999 as reflected in
       the combined statement of operations of the Local Partnerships  reflected
       herein Note 3.

     The  combined  unaudited  balance  sheets of the Local  Partnerships  as of
     September  30,  1999  and  December  31,  1998 and the  combined  unaudited
     statements of operations of the Local  Partnerships  for the three and nine
     month  periods  ended  September 30, 1999 and 1998 are reflected on pages 9
     and 10, respectively.


                                       8
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1999
                                   (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of September 30,
     1999 and December 31, 1998 are as follows:

                                                     September 30,  December 31,
                                                         1999          1998
                                                         ----          ----
    ASSETS

    Cash and cash equivalents                         $  1,226,709  $   950,402
    Rents receivable                                       235,395      158,840
    Escrow deposits and reserves                         3,213,529    2,902,738
    Land                                                 3,850,061    3,850,061
    Buildings and improvements (net of accumulated
      depreciation of $39,751,072 and $36,919,031)      66,153,189   68,839,045
    Intangible assets (net of accumulated
      amortization of $630,714 and $581,155)             1,702,700    1,752,259
    Other                                                  646,557      717,846
                                                     ------------- -------------
                                                     $  77,028,140  $79,171,191
                                                     =============  ============
    LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

    Liabilities

      Accounts payable and accrued expenses          $     973,864 $  1,012,318
      Due to related parties                             5,208,461    5,102,192
      Mortgage loans                                    72,854,229   73,082,152
      Notes payable                                      1,078,546    1,103,781
      Accrued interest                                   3,725,152    3,396,688
      Other                                                412,736      311,163
                                                     ------------- -------------
                                                        84,252,988   84,008,294
                                                     ------------- -------------
    Partners' equity (deficit)

      American Tax Credit Properties L.P.
         Capital contributions, net of distributions    33,901,947   33,929,447
         Cumulative loss                               (29,932,267) (29,301,268)
                                                     ------------- -------------
                                                         3,969,680    4,628,179
                                                     ------------- -------------
      General partners and other limited partners,
         including ATCP II
         Capital contributions, net of distributions       507,226      509,267
         Cumulative loss                               (11,701,754)  (9,974,549)
                                                     ------------- -------------
                                                       (11,194,528)  (9,465,282)
                                                     ------------- -------------
                                                        (7,224,848)  (4,837,103)
                                                     ------------- -------------
                                                     $  77,028,140 $ 79,171,191
                                                     ============= ============


                                       9
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1999
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   and nine month periods ended September 30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>

                                                           Three Months       Nine Months        Three Months
                                                              Ended              Ended               Ended         Nine Months Ended
                                                           September 30,      September 30,       September 30,      September 30,
                                                              1999               1999                1998                1998
                                                              ----               ----                ----                ----
  REVENUE

<S>                                                     <C>                <C>                <C>               <C>
  Rental                                                $     3,829,923    $    11,472,357    $     3,743,828   $    11,454,016
  Interest and other                                             59,523            180,468             98,902           183,771
                                                        ---------------    ---------------    ---------------   ---------------
  TOTAL REVENUE                                               3,889,446         11,652,825          3,842,730        11,637,787
                                                        ---------------    ---------------    ---------------   ---------------
  EXPENSES

  Administrative                                                636,053          1,747,740            613,572         1,677,491
  Utilities                                                     281,540            925,395            266,831           946,136
  Operating, maintenance and other                              814,570          2,276,434            792,160         2,263,006
  Taxes and insurance                                           448,215          1,339,990            471,155         1,385,906
  Financial (including amortization of $16,416,
      $49,559, $25,627 and $58,997)                           1,646,859          4,878,976          1,587,197         4,901,975
  Depreciation                                                  946,636          2,842,494            968,666         2,935,573
                                                        ---------------    ---------------    ---------------   ---------------
  TOTAL EXPENSES                                              4,773,873         14,011,029          4,699,581        14,110,087

  NET LOSS FROM OPERATIONS BEFORE EXTRAORDINARY ITEM    ---------------    ---------------    ---------------   ---------------
                                                               (884,427)        (2,358,204)          (856,851)       (2,472,300)
  Extraordinary gain on extinguishment of debt                                                        704,103         3,171,629
                                                        ---------------    ---------------    ---------------   ----------------
  NET INCOME (LOSS)                                     $      (884,427)   $    (2,358,204)   $      (152,748)  $       699,329
                                                        ================   ================   ================  ================

  NET INCOME (LOSS) ATTRIBUTABLE TO

    American Tax Credit Properties L.P.                 $      (169,005)   $      (630,999)   $      (289,205)  $      (912,550)
    General partners and other limited partners,
       including ATCP II, which includes specially
       allocated items of net revenue to certain
       general partners of $739,361 and $2,902,817
       for the  three  and nine  month  periods
       ended  September  30,  1998 and
       $699,979, $1,682,050, $550,527 and
       $1,514,348 of Partnership loss
       in excess of investment                                 (715,422)        (1,727,205)           136,457         1,611,879
                                                        ----------------   ----------------   ----------------  ----------------
                                                        $      (884,427)   $    (2,358,204)   $      (152,748)  $       699,329
                                                        ================   ================   ================  ================
</TABLE>

   The combined  results of operations of the Local  Partnerships  for the three
   and  nine  month  periods  ended  September  30,  1999  are  not  necessarily
   indicative  of the  results  that may be  expected  for an  entire  operating
   period.


                                       10
<PAGE>

                      AMERICAN TAX CREDIT PROPERTIES L.P.
                  NOTES TO FINANCIAL STATEMENTS - (Continued)
                               DECEMBER 30, 1999
                                  (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     After pursuing  various legal efforts which were  ultimately  unsuccessful,
     the  property of B & V Phase I, Ltd. ("B & V Phase I") was  transferred  to
     the lender in May 1998. In addition,  while negotiations were ongoing,  the
     lender  conducted a  foreclosure  sale of the  property of Erie  Associates
     Limited  Partnership  ("Erie") in April  1998.  As a result,  the  combined
     statements of operations of the Local  Partnerships  for the three and nine
     month periods ended  September  30, 1999,  presented  herein Note 3, do not
     include the results of operations of B & V Phase I and Erie.

     The Partnership has advanced  $78,481 during the nine months ended December
     30, 1999 to 4611 South Drexel Limited  Partnership ("South Drexel") to fund
     an operating deficit which includes making necessary  capital  improvements
     to the  property.  The advance has been  recorded  as  investment  in local
     partnerships in the accompanying balance sheet as of December 30, 1999.

     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  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 Cobbet no longer  receives the ODL,  without  which
     Cobbet is unable to make the full  mandatory  debt service  payments on its
     first  mortgage.  MHFA  has  notified  Cobbet  and,  to the  Local  General
     Partners' knowledge, other ODL recipients as well, that MHFA considers such
     mortgages  to  be  in  default.   MHFA  has  recently  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 has
     commissioned an institutional  broker (the "Broker") to identify such a new
     limited partner.  However,  MHFA has communicated with Cobbet (confirmed by
     letter dated  February 7, 2000) that Cobbet has not been included in MHFA's
     current recapitalization program because Cobbet is party to a project based
     Section 8 contract.  However,  MHFA has communicated that Cobbet is 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.  The Local
     General  Partners  have  contacted the Broker,  which has indicated  that a
     private investor may be interested in a  recapitalization  plan for Cobbet,
     and Cobbet is in the process of  forwarding  such  information  to MHFA. 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.   Administration Fees

     Pursuant to the  Partnership  Agreement,  the  Partnership is authorized to
     contract for administrative services provided to the Partnership. Since the
     inception  of the  Partnership,  such  administrative  services  have  been
     provided  by  ML  Fund   Administrators,   Inc.  ("MLFA")  pursuant  to  an
     Administrative Services Agreement. MLFA discontinued the performance of its
     basic  services  under  the  Administrative  Services  Agreement  effective
     November 23, 1999, with certain transitional services to be continued until
     April 30, 2000. The General  Partner has  transitioned  the  administrative
     services to an affiliate of the General  Partner without any changes to the
     terms of the  Administrative  Services  Agreement.  Under  the terms of the
     Partnership   Agreement,   the  Partnership   currently  incurs  an  annual
     Administration Fee and an annual Additional  Administration Fee of $152,758
     and $30,965, respectively.


                                       11
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1999
                                   (UNAUDITED)


5.   Additional Information

     Additional  information,  including  the audited  March 30, 1999  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, 1999 on file with the  Securities
     and Exchange Commission.


                                       12
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

Material Changes in Financial Condition

As of December 30, 1999,  American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant  change in financial  condition as compared to
March  30,  1999.   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 nine months ended December 30, 1999,
Registrant received cash from interest revenue, maturities/redemptions and sales
of bonds  and  distributions  from  Local  Partnerships  and  utilized  cash for
operating  expenses,  investments  in bonds and  advances  to 4611 South  Drexel
Limited Partnership ("South Drexel") (see Local Partnership Matters below). Cash
and cash equivalents and investments in bonds  available-for-sale  decreased, in
the aggregate,  by approximately  $375,000 during the nine months ended December
30,  1999  (which  includes a net  unrealized  loss on  investments  in bonds of
approximately  $131,000,  amortization of net premium on investments in bonds of
approximately  $21,000  and  accretion  of zero  coupon  bonds of  approximately
$12,000).  Notwithstanding  circumstances  that may arise in connection with the
Properties, Registrant does not expect to realize significant gains or losses on
its  investments  in bonds,  if any.  During the nine months ended  December 30,
1999, the investment in local partnerships decreased as a result of Registrant's
equity in the Local  Partnerships'  net loss for the nine months ended September
30, 1999 of $630,999 and cash distributions  received from Local Partnerships of
$139,340   (exclusive  of  distributions  from  Local  Partnerships  of  $16,225
classified  as other  income  from  local  partnerships),  partially  offset  by
advances to South Drexel of $78,481 recorded as additional  investments in local
partnerships.

Results of Operations

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

Cumulative  losses  and cash  distributions  in  excess of  investment  in local
partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. 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  December 30, 1999 and 1998
resulted in net losses of $235,235 and $343,760,  respectively.  The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately  $120,000,  which is primarily the result
of decreases in the net operating  losses of those Local  Partnerships  in which
Registrant  continues  to have an  investment  balance,  partially  offset  by a
decrease in interest revenue of approximately  $17,000. Other comprehensive loss
for the three  months  ended  December  30,  1999 and 1998  resulted  from a net
unrealized  loss on  investments  in bonds  available-for-sale  of  $45,673  and
$48,836, respectively.

The Local Partnerships' net loss of approximately  $884,000 for the three months
ended  September  30,  1999 was  attributable  to rental  and other  revenue  of
approximately $3,889,000,  exceeded by operating and interest expense (including
interest on non-mandatory  debt) of approximately  $3,810,000 and  approximately
$963,000 of depreciation and amortization


                                       13
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

expense.  The Local Partnerships' net loss from operations before  extraordinary
item of approximately $857,000 for the three months ended September 30, 1998 was
attributable to rental and other revenue of approximately  $3,843,000,  exceeded
by operating and interest expense (including  interest on non-mandatory debt) of
approximately   $3,706,000  and  approximately   $994,000  of  depreciation  and
amortization  expense.  The Local  Partnerships'  net loss,  adjusted to reflect
those Local  Partnerships  currently  owned, of  approximately  $860,000 for the
three  months  ended  September  30, 1998 was  attributable  to rental and other
revenue of approximately $3,860,000,  exceeded by operating and interest expense
(including  interest on  non-mandatory  debt) of  approximately  $3,735,000  and
approximately  $985,000 of depreciation and amortization expense. The results of
operations of the Local  Partnerships  for the three months ended  September 30,
1999 are not  necessarily  indicative  of the  results  that may be  expected in
future periods.

Registrant's  operations  for the nine months  ended  December 30, 1999 and 1998
resulted in net losses of $859,893 and $1,101,595, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately  $282,000,  which is primarily the result
of a decrease in the net operating  losses of those Local  Partnerships in which
Registrant  continues  to have an  investment  balance,  partially  offset by an
increase in professional fees of approximately  $19,000 in connection with Local
Partnership matters and a decrease in interest revenue of approximately $33,000.
Other  comprehensive  income (loss) for the nine months ended  December 30, 1999
and 1998  resulted from a net  unrealized  gain (loss) on  investments  in bonds
available-for-sale of ($131,153) and $36,353, respectively.

The Local Partnerships' net loss of approximately $2,358,000 for the nine months
ended  September  30,  1999 was  attributable  to rental  and other  revenue  of
approximately $11,653,000, exceeded by operating and interest expense (including
interest on non-mandatory  debt) of approximately  $11,119,000 and approximately
$2,892,000 of depreciation and amortization expense. The Local Partnerships' net
loss from operations before  extraordinary item of approximately  $2,472,000 for
the nine months ended  September 30, 1998 was  attributable  to rental and other
revenue of approximately $11,638,000, exceeded by operating and interest expense
(including  interest on  non-mandatory  debt) of  approximately  $11,115,000 and
approximately  $2,995,000 of depreciation  and amortization  expense.  The Local
Partnerships' net loss,  adjusted to reflect those Local Partnerships  currently
owned, of approximately  $2,415,000 for the nine months ended September 30, 1998
was  attributable  to rental  and other  revenue of  approximately  $11,575,000,
exceeded by operating and interest expense (including  interest on non-mandatory
debt) of approximately  $11,037,000 and approximately $2,953,000 of depreciation
and amortization  expense.  The results of operations of the Local  Partnerships
for the nine months ended September 30, 1999 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 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 Local  Partnerships  have generated  substantially all of the
Low-income Tax Credits allocated to limited partners as of December 31, 1999.

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.  In
October 1997,  Congress passed the Multifamily  Assisted  Housing and Reform and
Affordability  Act,  whereby the United  States  Department of Housing and Urban
Development  ("HUD") was given the  authority  to renew  certain  project  based
Section 8 contracts  expiring during HUD's fiscal year 1998,  where requested by
an owner,  for an additional  one year term  generally at or below existing rent
levels,  subject to certain guidelines.  In October 1998, HUD issued a directive
related to project based Section 8 contracts  expiring  during HUD's fiscal year
1999 which defined  owners'  notification

                                       14
<PAGE>

responsibilities,  advised  owners of project based Section 8 properties of what
their options are regarding the renewal of Section 8 contracts,


                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

provided  guidance  and  procedures  to  owners,   management  agents,  contract
administrators and HUD staff on renewing Section 8 contracts,  provided guidance
on setting  renewal rents and handling  renewal rent  increases and provided the
requirements  and  procedures  for  opting-out  of a  Section  8  project  based
contract.  In  January  2000,  HUD  issued a new notice  that  provides  updated
guidance  for those  project  based  Section 8 contracts  expiring  during HUD's
fiscal year 2000.  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.  Four Local
Partnerships'  Section 8 contracts are currently subject to annual  year-to-year
renewals.

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 nine months ended September 30, 1999, revenue
from  operations of the Local  Partnerships  have generally  been  sufficient to
cover  operating  expenses  and  Mandatory  Debt  Service.  Most  of  the  Local
Partnerships are effectively operating above 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
("Cobbet"),  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 September  1997,  Registrant  provided  funds to establish
collateral to secure a replacement  letter of credit.  Although the repairs have
been completed and Cobbet has notified MHFA of such  completion,  Cobbet has not
received  the  anticipated  notice  from MHFA that the  default  has been cured.
Cobbet 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
Cobbet no longer  receives the ODL,  without  which Cobbet is unable to make the
full Mandatory Debt Service  payments on its first  mortgage.  MHFA has notified
Cobbet and, to the Local General  Partners'  knowledge,  other ODL recipients as
well,  that MHFA considers  such  mortgages to be in default.  MHFA has recently
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 has
commissioned  an  institutional  broker (the  "Broker")  to identify  such a new
limited partner. However, MHFA has communicated with Cobbet (confirmed by letter
dated  February  7, 2000) that Cobbet has not been  included  in MHFA's  current
recapitalization  program  because  Cobbet is party to a project based Section 8
contract.  However,  MHFA has communicated that Cobbet is 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. The Local General Partners have contacted the Broker,
which  has   indicated   that  a  private   investor  may  be  interested  in  a
recapitalization  plan for Cobbet,  and Cobbet is in the  process of  forwarding
such  information  to MHFA.  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


                                       15
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

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 have been allocated  since 1989.  Registrant's
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994.  Cobbet has generated  approximately $19 per Unit
per year to the limited  partners  upon the  expiration  of its  Low-income  Tax
Credit allocation in 1999.

The terms of the partnership  agreement of Hilltop North Associates,  A Virginia
Limited  Partnership  ("Hilltop") require the management agent to defer property
management fees in order to avoid a default under the mortgage. Hilltop reported
an  operating  deficit  of  approximately  $133,000  for the nine  months  ended
September 30, 1999. The Local General  Partner has been  conducting  discussions
with the local housing  authority in an effort to resolve what the Local General
Partner  considers  to be excessive  requirements  placed on the Property by the
local  housing  authority.  Payments on the  mortgage  and real estate taxes are
current.  Registrant's  investment  balance in Hilltop,  after cumulative equity
losses and an adjustment to the investment's  carrying value, became zero during
the year ended March 30, 1999.  Hilltop has generated  approximately $7 per Unit
per year to the limited  partners  upon the  expiration  of its  Low-income  Tax
Credit allocation in 1999.

South Drexel reported an operating deficit of approximately $96,000 for the nine
months  ended  September  30, 1999 due to  declining  occupancy  resulting  from
deferred unit  maintenance  and required  capital  improvements.  Registrant has
advanced  approximately  $78,000 during the nine months ended December 30, 1999,
and it is anticipated  that  Registrant  will make  additional  advances to make
needed capital  improvements to the property.  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  will  have  generated  approximately  $2 per Unit per year to the
limited partners upon the expiration of its Low-income Tax Credit  allocation in
2000.

Year 2000 Compliance

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000  unfolds,  certain  systems  may be unable to  accurately  process
certain  data-based  information.  Many businesses may need to upgrade  existing
systems or purchase new ones to correct the Y2K issue.  Registrant has performed
an assessment of its computer software and hardware and believes it has made the
necessary upgrades in an effort to ensure compliance.  However,  there can be no
assurance  that the  systems  of other  entities  on  which  Registrant  relies,
including the Local  Partnerships which report to Registrant on a periodic basis
for the purpose of Registrant's reporting to its investors, will be sufficiently
converted.  To date,  Registrant is not aware of any problems caused by Y2K. The
total cost  associated  with Y2K  implementation  is not expected to  materially
impact  Registrant's  financial  position or results of  operations in any given
year. However, there can be no assurance that a failure to convert by Registrant
or another entity would not have a material adverse impact on Registrant.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate  bonds,  U.S.  government  and  agency  securities  and U.S.  Treasury
instruments.  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 underperforming  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.

The  Properties  are generally  located  where there is a demand for  low-income
housing.  Accordingly,  there is a significant  likelihood  that new  low-income
housing  properties  could be built in the general  vicinity  of the  respective
Properties.  As a result, the respective  Properties' ability to operate at high
occupancy levels is subject to competition from newly built low-income housing.

                                       16
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

Registrant is not aware of any material legal proceedings.

Item 2.  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 are exploring alternatives to
         recapitalize Cobbet.

Item 6.  Exhibits and Reports on Form 8-K

         None


                                       17
<PAGE>


                                   SIGNATURES


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


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

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

                                     by:  Richman Tax Credit Properties Inc.,
                                          general partner


Dated:  February 14, 2000            /s/  Richard Paul Richman
                                     ------------------------------------------
                                     by:  Richard Paul Richman
                                          President, Chief Executive Officer and
                                          Director of the general partner of the
                                          General Partner


Dated:  February 14, 2000            /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)