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, 1998

                                       OR

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

   For the transition period from ____________ to ____________


                         Commission file number: 0-17619

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



               Delaware                                      13-3458875
   -------------------------------                       ------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   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 .









  G:\American Tax\ATCP1\AT-1298.doc


<PAGE>





                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements


                             Table of Contents Page


Balance Sheets as of December 30, 1998 (Unaudited) and 
  March 30, 1998 (Unaudited)...................................................3

Statements of Operations for the three and nine month
  periods ended December 30, 1998 (Unaudited)
  and December 30, 1997 (Unaudited)............................................4

Statements of Cash Flows for the nine months ended 
  December 30, 1998 (Unaudited) and December 30, 1997 (Unaudited)..............5

Notes to Financial Statements as of December 30, 1998 (Unaudited)..............7




<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                      <C>         <C>                  <C>    



                                                                                       December 30,          March 30,
                                                                          Notes            1998                1998
                                                                         -------      -------------       ------------

  ASSETS

  Cash and cash equivalents                                                           $     52,811        $    388,431
  Investments in bonds available-for-sale                                   3            2,799,598           2,678,595
  Investment in local partnerships                                         3,4           4,978,525           5,891,075
  Interest receivable                                                                       49,408              53,744
                                                                                      ------------        ------------
                                                                                      $  7,880,342        $  9,011,845
                                                                                      ============        ============
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

  Liabilities

  Accounts payable and accrued expenses                                               $     33,000        $     55,400
  Payable to general partner                                                                                    43,861
                                                                                      ------------        ------------
                                                                                            33,000              99,261
                                                                                      ------------        ------------
  Commitments and contingencies                                            3,4

  Partners' equity (deficit)

      General partner                                                                     (289,923)           (278,907)
      Limited partners (41,286 units of limited partnership
        interest outstanding)                                                            7,867,474           8,958,053
      Accumulated other comprehensive income, net                          2,3             269,791             233,438
                                                                                      ------------        ------------
                                                                                         7,847,342           8,912,584
                                                                                      ------------        ------------
                                                                                      $  7,880,342        $  9,011,845
                                                                                      ============        ============
                                                                                                   

</TABLE>

                       See Notes to Financial Statements.


<PAGE>



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

<TABLE>
<CAPTION>
<S>                                          <C>       <C>                <C>                <C>               <C>   

                                                       Three Months        Nine Months       Three Months       Nine Months
                                                          Ended               Ended             Ended             Ended
                                                        December30,        December 30,      December 30,       December 30,
                                             Notes        1998                1998              1997               1997
                                            -------    ------------        -----------       ------------       ------------
 REVENUE

 Interest                                              $    61,690         $   172,578       $    62,289        $   185,355
 Other income from local partnerships          4                                 6,225                                7,500
                                                       -----------         -----------       -----------        -----------
 TOTAL REVENUE                                              61,690             178,803            62,289            192,855
                                                       -----------         -----------       -----------        -----------
 EXPENSES

 Administration fees                                        45,931             137,793            45,931            137,793
 Management fee                                             43,866             131,600            43,866            131,600
 Professional fees                                          11,357              67,059            23,588             57,149
 Printing, postage and other                                15,091              31,396            12,520             25,437
                                                       -----------         -----------       -----------        -----------
 TOTAL EXPENSES                                            116,245             367,848           125,905            351,979
                                                       -----------         -----------       -----------        -----------
 Loss from operations                                      (54,555)           (189,045)          (63,616)          (159,124)

 Equity in loss of investment in local                                                           
    partnerships                               4          (289,205)           (912,550)         (250,459)          (840,538)
                                                       -----------         -----------       -----------        -----------        

 NET LOSS                                                 (343,760)         (1,101,595)         (314,075)          (999,662)

 Other comprehensive income (loss)            2,3          (48,836)             36,353            24,559            115,251
                                                       -----------         -----------       -----------        -----------
 COMPREHENSIVE LOSS                                    $  (392,596)        $(1,065,242)      $  (289,516)       $  (884,411)
                                                       ===========         ===========       ===========        ===========

 NET LOSS ATTRIBUTABLE TO

    General partner                                    $    (3,438)        $   (11,016)      $    (3,141)       $    (9,997)
    Limited partners                                      (340,322)         (1,090,579)         (310,934)          (989,665)
                                                       -----------         -----------       -----------        -----------
                                                       $  (343,760)        $(1,101,595)      $  (314,075)       $  (999,662)
                                                       ===========         ===========       ===========        ===========
 NET LOSS per unit of limited
    partnership interest (41,286 units              
    of limited partnership interest)                   $     (8.24)        $    (26.42)      $     (7.53)       $    (23.97)
                                                       ===========         ===========       ===========        ===========


</TABLE>

                       See Notes to Financial Statements.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 1998 AND 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                    <C>                <C> 


                                                                                           1998              1997
                                                                                        ---------        ----------

  CASH FLOWS FROM OPERATING ACTIVITIES

  Interest received                                                                     $ 189,955        $ 201,504
  Cash paid for
     administration fees                                                                 (145,534)        (145,534)
     management fee                                                                      (175,461)        (175,461)
     professional fees                                                                    (81,759)         (84,939)
     printing, postage and other expenses                                                 (31,355)         (36,868)
                                                                                        ---------        ---------

  Net cash used in operating activities                                                  (244,154)        (241,298)
                                                                                        ---------        ---------

  CASH FLOWS FROM INVESTING ACTIVITIES



  Cash distributions and other income from local partnerships                               6,225           18,750
  Investments in bonds (includes accrued interest of $386 and $1,301)                    (260,814)        (257,217)
  Maturity/redemption and sale of bonds                                                   163,123          311,432
                                                                                        ---------        ---------

  Net cash provided by (used in) investing activities                                     (91,466)          72,965
                                                                                        ---------        ---------

  Net decrease in cash and cash equivalents                                              (335,620)        (168,333)


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

  CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $  52,811        $ 115,775
                                                                                        =========        =========


  SIGNIFICANT NON-CASH INVESTING ACTIVITIES


  Unrealized gain on investments in bonds available-for-sale, net                       $  36,353        $ 115,251
                                                                                        =========        =========
---------------------------------------------------------------------------------------------------------------------
      See reconciliation of net loss to net cash used in operating activities on
page 6.

</TABLE>

                       See Notes to Financial Statements.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  NINE MONTHS ENDED DECEMBER 30, 1998 AND 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                                                   <C>                 <C>   


                                                                                          1998              1997
                                                                                       ----------        ---------- 

RECONCILIATION OF NET LOSS TO NET CASH USED IN
 OPERATING ACTIVITIES

Net loss                                                                             $(1,101,595)       $ (999,662)

Adjustments to reconcile net loss to net cash used in operating activities

    Equity in loss of investment in local partnerships                                   912,550           840,538
    Distributions from local partnerships classified as other income                      (6,225)           (7,500)
    Amortization of net premium on investments in bonds                                   24,920            21,432
    Accretion of zero coupon bonds                                                       (12,265)          (11,769)
    Decrease in interest receivable                                                        4,722             6,486
    Decrease in accounts payable and accrued expenses                                    (22,400)          (46,962)
    Decrease in payable to general partner                                               (43,861)          (43,861)
                                                                                     -----------        ----------  
NET CASH USED IN OPERATING ACTIVITIES                                                $  (244,154)       $ (241,298)
                                                                                     ===========        ==========
</TABLE>


                       See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 1998
                                   (UNAUDITED)

1. Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information.  They do not  include all  information  and  footnotes  required by
generally accepted accounting principles for complete financial statements.  The
results of  operations  are impacted  significantly  by the combined  results of
operations  of  the  Local  Partnerships,   which  are  provided  by  the  Local
Partnerships  on an unaudited  basis during interim  periods.  Accordingly,  the
accompanying  financial statements are dependent on such unaudited  information.
In the opinion of the General  Partner,  the  financial  statements  include all
adjustments  necessary to present  fairly the financial  position as of December
30, 1998 and the results of  operations  and cash flows for the interim  periods
presented.  All adjustments  are of a normal  recurring  nature.  The results of
operations  for the three and nine month periods ended December 30, 1998 are not
necessarily indicative of the results that may be expected for the entire year.

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

2. Comprehensive Income

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

3. Investments in Bonds Available-For-Sale

     As of December 30, 1998,  certain  information  concerning  investments  in
bonds available-for-sale is as follows:
<TABLE>
<CAPTION>
<S>                                                     <C>               <C>             <C>                <C> 

                                                                           Gross            Gross
                                                        Amortized        unrealized       unrealized       Estimated
        Description and maturity                          cost             gains            losses         fair value
        ------------------------                       -----------      -----------      ------------      ----------             

      
        Corporate debt securities
          Within one year                              $   15,095       $     135        $    -            $   15,230
          After one year through five years               263,268          14,990             -               278,258
          After five years through ten years              654,119          46,170             -               700,289
          After ten years                                 101,233            -             (5,460)             95,773
                                                       ----------       ---------        --------          ----------
      
                                                        1,033,715          61,295          (5,460)          1,089,550
                                                       ----------       ---------        --------          ----------
      
        U.S. Treasury debt securities
          Within one year                                 257,857           2,396             -               260,253
          After one year through five years               657,364         112,999             -               770,363
          After five years through ten years              354,935          85,970             -               440,905
                                                       ----------       ---------        --------          ----------
      
                                                        1,270,156         201,365             -             1,471,521
                                                       ----------       ---------        --------          ----------
      
        U.S. government and agency securities
          After five years through ten years              225,936          12,591             -               238,527
                                                       ----------       ---------        --------          ----------
      
                                                       $2,529,807       $ 275,251        $ (5,460)         $2,799,598
                                                       ==========       =========        ========          ==========
</TABLE>

<PAGE>




                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)


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

     The Partnership  has provided  collateral for a standby letter of credit in
the amount of $242,529 issued in connection with Cobbet Hill Associates  Limited
Partnership  (the  "Cobbet  Local  Partnership").  Pursuant  to the terms of the
financing  documents,  the lender has  required  security  for future  operating
deficits,  if any,  of the  Cobbet  Local  Partnership.  The letter of credit is
secured  by  the  Partnership's  investment  in a U.S.  Treasury  bond  with  an
estimated  fair value of  $260,253 as of December  30,  1998.  As of February 1,
1999, no amounts have been drawn under the terms of the letter of credit.


4. Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
Partnerships  representing  capital  contributions  in the  aggregate  amount of
$34,510,290.  As of September 30, 1998, the Local  Partnerships have outstanding
mortgage loans payable totaling  approximately  $73,376,000 and accrued interest
payable on such loans totaling  approximately  $3,108,000,  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,  1998,  the  investment  in Local
Partnerships activity consists of the following:

 Investment in Local Partnerships as of March 30, 1998           $   5,891,075

 Equity in loss of investment in Local Partnerships                   (912,550)*

 Cash distributions received from Local Partnerships                    (6,225)

 Cash distributions classified as other income                           6,225
                                                                 -------------
 Investment in Local Partnerships as of December 30, 1998        $   4,978,525
                                                                 =============

   *  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
      $1,514,348  for the nine months ended  September  30, 1998 as reflected in
      the combined statement of operations of the Local  Partnerships  reflected
      herein Note 4.


     The  combined  unaudited  balance  sheets of the Local  Partnerships  as of
September 30, 1998 and December 31, 1997 and the combined  unaudited  statements
of  operations  of the Local  Partnerships  for the three and nine month periods
ended September 30, 1998 and 1997 are reflected on pages 9 and 10, respectively.



<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)


4 Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of September 30,
1998 and December 31, 1997 are as follows:
<TABLE>
<S>                                                                        <C>                   <C>    

                                                                            September 30,         December 31,
                                                                                1998                 1997
                                                                            -------------        -------------

  ASSETS

  Cash and cash equivalents                                                 $   1,070,950        $   1,219,986
  Rents receivable                                                                167,744              243,316
  Escrow deposits and reserves                                                  2,999,351            3,044,733
  Land                                                                          3,850,061            4,075,735
  Buildings and improvements (net of accumulated depreciation of
      $36,052,611 and $34,628,370)                                             69,603,273           74,439,165
   Intangible assets (net of accumulated amortization of $564,473
      and $640,058)                                                             1,768,941            1,827,938
  Other                                                                           598,223              803,251   
                                                                            -------------        -------------
                                                                            $  80,058,543        $  85,654,124
                                                                            =============        =============
  LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

  Liabilities

     Accounts payable and accrued expenses                                  $   1,120,902        $   1,065,374
     Due to related parties                                                     4,945,547            5,376,344
     Mortgage loans                                                            73,376,161           77,119,187
     Notes payable                                                                993,557            1,000,841
     Accrued interest                                                           3,108,148            4,959,061
     Other                                                                        315,524              353,188
                                                                            -------------        -------------
                                                                               83,859,839           89,873,995
                                                                            -------------        -------------
  Partners' equity (deficit)

     American Tax Credit Properties L.P.
         Capital contributions, net of distributions                           33,929,447           33,941,389
         Cumulative loss                                                      (28,972,147)         (28,059,597)
                                                                            -------------        -------------
                                                                                4,957,300            5,881,792
                                                                            -------------        -------------
     General partners and other limited partners, including ATCP II
         Capital contributions, net of distributions                              409,125              677,937
         Cumulative loss                                                       (9,167,721)          (10,779,600)
                                                                            -------------        -------------
                                                                               (8,758,596)          (10,101,663)
                                                                            -------------        -------------
                                                                               (3,801,296)          (4,219,871)
                                                                            -------------        -------------
                                                                            $  80,058,543        $  85,654,124
                                                                            =============        =============

</TABLE>


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)


The combined  statements of operations of the Local  Partnerships  for the three
and nine month periods ended September 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
<S>                                                     <C>                <C>                <C>                <C>  


                                                         Three Months        Nine Months       Three Months        Nine Months
                                                             Ended              Ended              Ended              Ended
                                                         September 30,      September 30,      September 30,      September 30,
                                                             1998               1998               1997                1997
  REVENUE

  Rental                                                $3,743,828         $11,454,016        $3,889,391         $11,932,233
  Interest and other                                    98,902             183,771            71,925             177,441

  TOTAL REVENUE                                         3,842,730          11,637,787         3,961,316          12,109,674


  EXPENSES

  Administrative                                        613,572            1,677,491          500,970            1,648,641
  Utilities                                             266,831            946,136            259,059            1,008,785
  Operating, maintenance and other                      792,160            2,263,006          801,068            2,302,917
  Taxes and insurance                                   471,155            1,385,906          446,978            1,456,488
  Financial (including amortization of $25,627,
-----------------------------------------------------   1,587,197          4,901,975          1,620,428          5,297,272
      $58,997, $14,371 and $58,950)
  Depreciation                                          968,666            2,935,573          992,507            3,012,008

  TOTAL EXPENSES                                        4,699,581          14,110,087         4,621,010          14,726,111

  NET LOSS FROM OPERATIONS BEFORE
-----------------------------------------------------   (856,851)          (2,472,300)        (659,694)          (2,616,437)
      EXTRAORDINARY ITEM

  Extraordinary gain on extinguishment of debt          704,103            3,171,629          6,441,935          6,441,935

  NET INCOME (LOSS)                                     $(152,748)   $       699,329    $     5,782,241    $     3,825,498

  NET INCOME (LOSS) ATTRIBUTABLE TO

      American Tax Credit Properties L.P.               $(289,205)         $(912,550)         $(250,459)         $(840,538)
      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, respectively, and $550,527, $1,514,348, $397,649 and
        $1,730,634 of Partnership net loss in excess                       1,611,879          6,032,700          4,666,036
        of investment                                   136,457

                                                        $      (152,748)   $       699,329    $     5,782,241    $     3,825,498

</TABLE>


The combined  results of operations of the Local  Partnerships for the three and
nine month periods ended  September 30, 1998 are not  necessarily  indicative of
the results that may be expected for an entire operating period.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)


4...................................Investment in Local Partnerships (continued)

  B & V Phase I, Ltd. (the "B & V Phase I Local Partnership"),  owned a 97-unit,
  Section 8 assisted apartment complex located in Homestead,  Florida.  Prior to
  the  Partnership's  investment during the year ended March 30, 1995, the B & V
  Phase I Local  Partnership  was damaged by  Hurricane  Andrew in August  1992.
  Since May 1, 1996,  all 97 of the rental  units were  complete  and  occupied.
  Pursuant to an agreement with the lender,  the B & V Phase I Local Partnership
  was to commence paying debt service in January 1995 which was to coincide with
  the completion of construction. However, due to construction delays, the B & V
  Phase I Local  Partnership had not commenced making such payments.  The lender
  declared a default  under the terms of the  mortgage  and, on December 9, 1996
  the lender  commenced a  foreclosure  action.  After  pursuing  various  legal
  efforts which were  ultimately  unsuccessful  because  alternative  sources of
  financing could not be secured,  the property was transferred to the lender in
  May 1998. As a result, the combined balance sheet as of September 30, 1998 and
  statements of operations for the periods ended September 30, 1998 of the Local
  Partnerships presented herein Note 4 do not include the assets and liabilities
  and  results  of  operations  of the B &V Phase I Local  Partnership  with the
  exception of an extraordinary gain recognized on the extinguishment of debt in
  the amount of  $2,467,526  and in the amount of  $304,070.  The  Partnership's
  investment  balance in the B & V Phase I Local  Partnership,  after cumulative
  equity  losses,  became  zero  during  the year  ended  March  30,  1995.  The
  aforementioned  transfer had no effect on the financial  position,  results of
  operations or cash flows of the Partnership.

  Erie Associates Limited Partnership (the "Erie Local Partnership"),  which was
  in the tenth year of the  Low-income  Tax  Credit  period,  was  subject to an
  amended and restated note (the "Amended  Note") dated  December 1, 1994 (which
  matured  on  December  1, 1997) and was  entitled  to a  project-based  rental
  subsidy  under  Chapter  707 of the  Acts  of  1966  of  the  Commonwealth  of
  Massachusetts.  The original  financing  called for mandatory  debt service of
  $7,647 per month,  while the Amended  Note  required  monthly  mandatory  debt
  service of $5,883. The Local General Partners had reported that the Erie Local
  Partnership was several months in arrears under the terms of the Amended Note,
  that a default was declared by the lender and that discussions were being held
  with the lender.  While  negotiations  were  ongoing,  the lender  conducted a
  foreclosure  sale of the property in April 1998. The Partnership made an offer
  to  repurchase  the  property  and acquire the Amended  Note in order to avoid
  adverse tax consequences  but was ultimately  unsuccessful.  As a result,  the
  combined  balance sheet as of September 30, 1998 and  statements of operations
  for the periods ended September 30, 1998 of the Local  Partnerships  presented
  herein  Note 4 do not  include  the  assets  and  liabilities  and  results of
  operations   of  the  Erie  Local   Partnership   with  the  exception  of  an
  extraordinary  gain recognized on the  extinguishment of debt in the amount of
  $704,103 and a gain on disposal of the property in the amount of $35,258.  The
  Partnership's  investment  balance  in  the  Erie  Local  Partnership,   after
  cumulative  equity  losses,  became zero during the year ended March 30, 1998.
  The aforementioned  transfer had no effect on the financial position,  results
  of operations or cash flows of the Partnership.

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


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)

  The Partnership's  investment balance in the Cobbet Local  Partnership,  after
  cumulative equity losses, became zero during the year ended March 30, 1994.


5........................................................Additional Information

  Additional  information,  including  the  audited  March  30,  1998  Financial
  Statements and the Organization, Purpose and Summary of Significant Accounting
  Policies,  is included in the Partnership's Annual Report on Form 10-K for the
  fiscal  year ended  March 30, 1998 on file with the  Securities  and  Exchange
  Commission.




<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

  Material Changes in Financial Condition

  As  of  December  30,  1998,   American  Tax  Credit   Properties   L.P.  (the
  "Registrant") has not experienced a significant change in financial  condition
  as compared to March 30, 1998.  Principal  changes in assets are  comprised of
  periodic  transactions  and adjustments  and  anticipated  equity in loss from
  operations  of the local  partnerships  (the "Local  Partnerships")  which own
  low-income multifamily  residential complexes (the "Properties") which qualify
  for the  low-income  tax credit in accordance  with Section 42 of the Internal
  Revenue  Code (the  "Low-income  Tax  Credit").  During the nine months  ended
  December  30,  1998,   Registrant   received  cash  from   interest   revenue,
  maturity/redemption   and  sale  of  bonds  and   distributions   from   Local
  Partnerships and utilized cash for operating  expenses and investing in bonds.
  Cash  and  cash  equivalents  and  investments  in  bonds   available-for-sale
  decreased,  in the aggregate, by approximately $215,000 during the nine months
  ended December 30, 1998 (which  included a net unrealized  gain on investments
  in bonds of approximately $36,000,  amortization of net premium on investments
  in bonds of  approximately  $25,000  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, 1998,  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, 1998 of $912,550.

  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 4 to
  Registrant's  financial  statements include the operating results of all Local
  Partnerships, irrespective of Registrant's investment balances.

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

  Registrant's  operations for the three months ended December 30, 1998 and 1997
  resulted in net losses of $343,760 and $314,075, respectively. The increase in
  net  loss is  primarily  attributable  to an  increase  in  equity  in loss of
  investment in Local Partnerships of approximately  $39,000, which is primarily
  the  result  of an  increase  in the  net  operating  losses  of  those  Local
  Partnerships in which Registrant  continues to have an investment balance, and
  a decrease in professional  fees of  approximately  $12,000 in connection with
  certain Local Partnership  matters.  Other comprehensive income (loss) for the
  three months ended  December 30, 1998 and 1997 resulted from a net  unrealized
  gain  (loss) on  investments  in bonds  available-for-sale  of  $(48,836)  and
  $24,559, respectively.

  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 expenses  (including interest on non-mandatory debt)
  of  approximately  $3,706,000 and  approximately  $994,000 of depreciation and
  amortization expenses. The Local Partnerships' net loss from operations before
  extraordinary  item of  approximately  $660,000  for the  three  months  ended
  September  30,  1997  was   attributable   to  rental  and  other  revenue  of
  approximately   $3,961,000,   exceeded  by  operating  and  interest  expenses
  (including  interest on non-mandatory  debt) of  approximately  $3,614,000 and
  approximately  $1,007,000  of  depreciation  and  amortization  expenses.  The
  results of  operations  of the Local  Partnerships  for the three months ended
  September 30, 1998 are not  necessarily  indicative of the results that may be
  expected in future periods.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

     Registrant's  operations  for the nine months  ended  December 30, 1998 and
1997  resulted  in net losses of  $1,101,595  and  $999,662,  respectively.  The
increase in net loss is primarily  attributable to an increase in equity in loss
of investment in Local Partnerships of approximately $72,000, which is primarily
the  result  of  an  increase  in  the  net  operating  losses  of  those  Local
Partnerships  in which  Registrant  continues to have an investment  balance,  a
decrease  in  interest  revenue of  approximately  $13,000  and an  increase  in
professional  fees of  approximately  $10,000 in  connection  with certain Local
Partnership  matters.  Other  comprehensive  income  for the nine  months  ended
December 30, 1998 and 1997 resulted from a net unrealized gain on investments in
bonds available-for-sale of $36,353 and $115,251, respectively.

  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   expenses   (including   interest  on
  non-mandatory debt) of approximately  $11,115,000 and approximately $2,995,000
  of depreciation and amortization  expenses.  The Local  Partnerships' net loss
  from operations before extraordinary item of approximately  $2,616,000 for the
  nine months  ended  September  30, 1997 was  attributable  to rental and other
  revenue of  approximately  $12,110,000,  exceeded by  operating  and  interest
  expenses   (including   interest  on  non-mandatory   debt)  of  approximately
  $11,655,000  and  approximately  $3,071,000 of depreciation  and  amortization
  expenses.  The results of  operations of the Local  Partnerships  for the nine
  months ended September 30, 1998 are not necessarily  indicative of the results
  that may be expected in future periods.

  Local Partnership Matters

  The  Properties  are   principally   comprised  of  subsidized  and  leveraged
  low-income  multifamily  residential  complexes located  throughout the United
  States and Puerto Rico.  The rents of the  Properties,  many of which  receive
  rental subsidy payments pursuant to subsidy agreements ("HAP Contracts"),  are
  subject to specific laws,  regulations  and agreements  with federal and state
  agencies.  Four Local  Partnerships'  HAP Contracts are scheduled to expire in
  1999 after being  extended  during 1998. In addition,  the Local  Partnerships
  have various  financing  structures,  which  include (i) required debt service
  payments  ("Mandatory  Debt Service") and (ii) debt service payments which are
  payable only from  available  cash flow subject to the terms and conditions of
  the notes,  which may be subject to specific laws,  regulations and agreements
  with appropriate  federal and state agencies  ("Non-Mandatory  Debt Service or
  Interest").  Most of the Local  Partnerships  are effectively  operating at or
  near  break  even  levels,  although  certain  Local  Partnerships'  operating
  information  reflects  operating  deficits that do not represent cash deficits
  due to their  mortgage and financing  structure  and the required  deferral of
  property  management  fees.   However,  as  discussed  below,   certain  Local
  Partnerships'  operating  information  indicates  below break even  operations
  after  taking into account  their  mortgage and  financing  structure  and any
  required deferral of property management fees.

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

  Erie Associates Limited Partnership (the "Erie Local Partnership"),  which was
  in the tenth year of the  Low-income  Tax  Credit  period,  was  subject to an
  amended and restated note (the "Amended  Note") dated  December 1, 1994 (which
  matured  on  December  1, 1997) and was  entitled  to a  project-based  rental
  subsidy  under  Chapter  707 of the  Acts  of  1966  of  the  Commonwealth  of
  Massachusetts.  The original  financing  called for Mandatory  Debt Service of
  $7,647 per month, while


                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

the Amended Note required  monthly  Mandatory Debt Service of $5,883.  The Local
General Partners had reported that the Erie Local Partnership was several months
in arrears under the terms of the Amended  Note,  that a default was declared by
the  lender  and  that  discussions  were  being  held  with the  lender.  While
negotiations  were  ongoing,  the lender  conducted  a  foreclosure  sale of the
property in April 1998.  Registrant made an offer to repurchase the property and
acquire the Amended  Note in order to avoid  adverse  tax  consequences  but was
ultimately  unsuccessful.  Registrant  estimates a recapture of  Low-income  Tax
Credits taken through December 1997,  including  interest,  of approximately $20
per Unit for Unit holders of record as of April 1998 and has lost the ability to
utilize remaining  Low-income Tax Credits of approximately $4 per Unit for 1998.
Registrant's investment balance in the Erie Local Partnership,  after cumulative
equity losses, became zero during the year ended March 30, 1998.

  In connection with certain repairs  required by the lender (the  Massachusetts
  Housing Finance Agency) ("MHFA") of Cobbet Hill Associates Limited Partnership
  (the  "Cobbet  Local  Partnership"),  MHFA drew on a then  existing  letter of
  credit in the amount of $242,529 which had been established for the purpose of
  covering future operating deficits,  if any. In June 1997, Registrant provided
  funds to  establish  collateral  to secure a  replacement  letter  of  credit.
  Although the repairs have been completed and the Cobbet Local  Partnership has
  notified  MHFA  of such  completion,  the  Cobbet  Local  Partnership  has not
  received the anticipated notice from MHFA that the default has been cured. The
  Cobbet Local  Partnership  was originally  financed with a first mortgage with
  mandatory  monthly  payment  terms with MHFA and a second  mortgage  with MHFA
  under the State Housing  Assistance for Rental Production  Program (the "SHARP
  Operating  Loan") whereby  proceeds would be advanced  monthly as an operating
  subsidy (the "Operating Subsidy  Payments").  The terms of the SHARP Operating
  Loan called for declining  Operating  Subsidy Payments over its term (not more
  than 15 years). However, due to the economic condition of the Northeast region
  in the early 1990's,  MHFA  instituted  an operating  deficit loan (the "ODL")
  program which  supplemented the scheduled  reduction in the Operating  Subsidy
  Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
  the ODL program, such that the Cobbet Local Partnership no longer receives the
  ODL,  without  which the Cobbet Local  Partnership  is unable to make the full
  Mandatory Debt Service  payments on its first mortgage.  MHFA has notified the
  Cobbet Local Partnership and, to the Local General Partners' knowledge,  other
  ODL  recipients as well,  that MHFA considers such mortgages to be in default.
  The Local General Partners have agreed to a plan, with modifications  proposed
  by MHFA,  to  recapitalize  the Cobbet  Local  Partnership  from capital to be
  received from the admission of a new limited  partner.  As of the date of this
  report,  MHFA has not executed the plan.  If the plan were to be  implemented,
  such new limited  partner would  receive a  substantial  portion of the annual
  allocation of the Cobbet Local  Partnership'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 the Cobbet  Local
  Partnership  to avoid  recapture of  Low-income  Tax Credits.  There can be no
  assurance the plan will be implemented,  and if not, MHFA would be expected to
  retain its rights under the loan documents.  The future financial viability of
  the Cobbet Local Partnership is highly  uncertain.  The Low-income Tax Credits
  for 1998  are  expected  to be  approximately  $12 per  Unit.  The  Property's
  historic tax credit was earned in 1988 and all of the  Low-income  Tax Credits
  have  been  allocated  since  1989  and  are  scheduled  to  expire  in  1999.
  Registrant's  investment  balance  in  the  Cobbet  Local  Partnership,  after
  cumulative equity losses, became zero during the year ended March 30, 1994.

  Although  4611 South  Drexel  Limited  Partnership  (the "South  Drexel  Local
  Partnership")  reported  above  break  even  operations  during the year ended
  December 31, 1997, the South Drexel Local  Partnership was declared in default
  of its first  mortgage  during  December  1997 for  failure  to make  required
  payments  during the four months then ended. As a result,  Registrant  removed
  the original  Local General  Partner and the  affiliated  property  management
  agent under the terms of the partnership agreement,  and made a payment to the
  lender during January 1998.  Although the original  Local General  Partner was
  disputing the removal, resulting in Registrant's commencement of legal action,
  the  original  Local  General  Partner  has since  resigned,  thus  ending the
  dispute.  The new management  agent reports that the first mortgage is current
  as of the date of this report.




<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

  The terms of the partnership agreement of Hilltop North Associates,  L.P. (the
  "Hilltop Local  Partnership")  require the management  agent to defer property
  management  fees in order to avoid a default under the  mortgage.  The Hilltop
  Local Partnership incurred an operating deficit resulting primarily from costs
  associated with tenant turnover of  approximately  $70,000 for the nine months
  ended  September  30,  1998,  which  included  property   management  fees  of
  approximately $44,000. The Local General Partner has reported that the Hilltop
  Local  Partnership  has  received   permission  to  withdraw  funds  from  the
  replacement  reserve  account to cover a significant  portion of the operating
  deficit.  Payments on the  mortgage  and real  estate  taxes are  current.  Of
  Registrant's  total  annual  Low-income  Tax  Credits,   approximately  5%  is
  allocated from the Hilltop Local Partnership.

  Adoption of Accounting Standard

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

   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 approaches,  such 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.  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 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 timely  converted.  There can be no assurance that a
   failure to convert by another entity would not have a material adverse impact
   on Registrant.




<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


  Item 1.    Legal Proceedings

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

Registrant is not aware of any other material legal proceedings.

  Item 2.    Changes in Securities

             None

  Item 3.    Defaults Upon Senior Securities

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

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

             None

  Item 5.    Other Information

As   discussed  in Part I, Item 2 -  Management's  Discussion  and  Analysis  of
     Financial  Condition and Results of Operations,  the local general partners
     of Erie Associates Limited  Partnership (the "Erie Local  Partnership") had
     reported that the Erie Local Partnership had not made all required payments
     under  the terms of its  amended  and  restated  mortgage,  resulting  in a
     default  being  declared  by  the  lender.  The  lender  proceeded  with  a
     foreclosure sale of the property in April 1998. Registrant made an offer to
     repurchase  the  property and acquire the amended  note,  in order to avoid
     adverse tax consequences, but was ultimately unsuccessful.

             As  discussed  in  Part I,  Item 2 -  Management's  Discussion  and
             Analysis of Financial  Condition and Results of Operations,  Cobbet
             Hill  Associates  Limited  Partnership  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.

  Item 6.    Exhibits and Reports on Form 8-K

             None

<PAGE>



                                   SIGNATURES


  Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
  Registrant  has 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 16, 1999           /s/  Richard Paul Richman
         -----------------                --------------------------
                                          Richard Paul Richman
                                          President, Chief Executive Officer and
                                          Director of the general partner of the
                                          General Partner


  Dated: February 16, 1999           /s/  Neal Ludeke
                                        -------------------------
                                                        Neal Ludeke
                             Vice President and Treasurer of the general partner
                             of the General Partner
                      (Principal Financial and Accounting Officer of Registrant)