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


                                    FORM 10-Q

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

For the quarterly period ended June 29, 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


<PAGE>


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



                                                                                  June 29,            March 30,
                                                                    Notes           1999                 1999
                                                                    -----       -----------         -----------
<S>                                                                 <C>         <C>                 <C>
ASSETS

Cash and cash equivalents                                                       $    57,946         $    86,232
Investments in bonds available-for-sale                               2           2,621,629           2,706,269
Investment in local partnerships                                      3           3,419,982           3,628,899
Interest receivable                                                                  47,358              57,005
                                                                                -----------         -----------
                                                                                $ 6,146,915         $ 6,478,405
                                                                                ===========         ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                        $    76,018         $    91,698
   Payable to general partner                                                        87,728              43,861
                                                                                -----------         -----------
                                                                                    163,746             135,559
                                                                                -----------         -----------
Commitments and contingencies                                         3

Partners' equity (deficit)

   General partner                                                                 (307,385)           (304,341)
   Limited partners (41,286 units of limited partnership
     interest outstanding)                                                        6,138,724           6,440,125

   Accumulated other comprehensive income, net                        2             151,830             207,062
                                                                                -----------         -----------
                                                                                  5,983,169           6,342,846
                                                                                -----------         -----------
                                                                                $ 6,146,915         $ 6,478,405
                                                                                ===========         ===========
</TABLE>

                                            See Notes to Financial Statements.

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                Notes              1999             1998
                                                                -----           ----------       ----------
<S>                                                             <C>             <C>              <C>

REVENUE

Interest                                                                        $   47,769       $   54,294
Other income from local partnerships                              3                  7,500            2,475
                                                                                ----------       ----------

TOTAL REVENUE                                                                       55,269           56,769
                                                                                ----------       ----------
EXPENSES

Administration fees                                                                 45,931           45,931
Management fee                                                                      43,867           43,867
Professional fees                                                                   56,715           19,627
Printing, postage and other                                                          9,284           12,830
                                                                                ----------       ----------

TOTAL EXPENSES                                                                     155,797          122,255
                                                                                ----------       ----------

Loss from operations                                                              (100,528)         (65,486)

Equity in loss of investment in local partnerships                3               (203,917)        (345,111)
                                                                                ----------       ----------

NET LOSS                                                                          (304,445)        (410,597)

Other comprehensive loss, net                                     2                (55,232)          (5,045)
                                                                                ----------       ----------
COMPREHENSIVE LOSS                                                              $ (359,677)      $ (415,642)
                                                                                ==========       ==========
NET LOSS ATTRIBUTABLE TO

   General partner                                                              $   (3,044)      $   (4,106)
   Limited partners                                                               (301,401)        (406,491)
                                                                                ----------       ----------
                                                                                $ (304,445)      $ (410,597)
                                                                                ==========       ==========
NET LOSS per unit of limited partnership interest
   (41,286 units of limited partnership interest)                               $    (7.30)      $    (9.85)
                                                                                ==========       ==========

</TABLE>

                                            See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                   1999               1998
                                                                                -----------        -----------
<S>                                                                             <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                               $    60,202        $    59,547
Cash paid for
     administration fees                                                            (38,191)           (38,190)
     professional fees                                                              (80,135)            (8,377)
     printing, postage and other expenses                                            (9,284)           (12,831)
                                                                                -----------        -----------

Net cash provided by (used in) operating activities                                 (67,408)               149
                                                                                -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships                          12,500              2,475
Investments in bonds (includes $386 of accrued interest in 1998)                   (257,558)          (260,814)
Maturities/redemptions of bonds                                                     284,180
                                                                                -----------        -----------

Net cash provided by (used in) investing activities                                  39,122           (258,339)
                                                                                -----------        -----------

Net decrease in cash and cash equivalents                                           (28,286)          (258,190)

Cash and cash equivalents at beginning of period                                     86,232            388,431
                                                                                -----------        -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    57,946        $   130,241
                                                                                ===========        ===========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized loss on investments in bonds available-for-sale, net                 $   (55,232)       $    (5,045)
                                                                                ===========        ===========

</TABLE>


See  reconciliation  of net loss to net cash  provided  by (used  in)  operating
activities on page 8.


                       See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    THREE MONTHS ENDED JUNE 29, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                          1999              1998
                                                                                     ------------        ------------
<S>     <C>    <C>

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

Net loss                                                                             $   (304,445)       $   (410,597)

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

   Equity in loss of investment in local partnerships                                     203,917             345,111
   Distributions from local partnerships classified as other income                        (7,500)             (2,475)
   Amortization of net premium on investments in bonds                                      6,845               8,303
   Accretion of zero coupon bonds                                                          (4,059)             (4,058)
   Increase in payable to general partner                                                  43,867              43,867
   Increase (decrease) in accounts payable and accrued expenses                           (15,680)             18,990
   Decrease in interest receivable                                                          9,647               1,008
                                                                                     ------------        ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                  $    (67,408)       $        149
                                                                                     ============        ============

</TABLE>

                       See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 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 June 29, 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 months
ended June 29, 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 June  29,  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             $    150,994      $      3,447       $          -        $    154,441
  After five years through ten years                 761,485            20,299             (1,155)            780,629
  After ten years                                     61,999                84                  -              62,083
                                                ------------      ------------       ------------        ------------
                                                     974,478            23,830             (1,155)            997,153
                                                ------------      ------------       ------------        ------------
U.S. Treasury debt securities

  Within one year                                    257,419                 -               (260)            257,159
  After one year through five years                1,003,893           141,563                  -           1,145,456
                                                ------------      ------------       ------------        ------------
                                                   1,261,312           141,563               (260)          1,402,615
                                                ------------      ------------       ------------        ------------
U.S. government and agency securities

  After five years through ten years                 234,009                 -            (12,148)            221,861
                                                ------------      ------------       ------------        ------------
                                                $  2,469,799      $    165,393       $    (13,563)       $  2,621,629
                                                ============      ============       ============        ============

</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 $257,159 as of June 29, 1999. As
of August 10, 1999,  no amounts have been drawn under the terms of the letter of
credit.

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 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 March 31,  1999,  the Local  Partnerships  have  outstanding
mortgage loans payable totaling  approximately  $73,009,000 and accrued interest
payable on such loans totaling  approximately  $3,496,000,  which are secured by
security interests and liens common to mortgage loans on the Local Partnerships'
real property and other assets.

For the three months ended June 29, 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                    (203,917)*

Cash distributions received from Local Partnerships                    (12,500)

Cash distributions classified as other income from local
   partnerships                                                          7,500
                                                                  ------------
Investment in Local Partnerships as of June 29, 1999              $  3,419,982
                                                                  ============


  *  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
     $515,514  for the three  months  ended March 31, 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 March 31,
1999 and December 31, 1998 and the combined  unaudited  statements of operations
of the Local Partnerships for the three months ended March 31, 1999 and 1998 are
reflected on pages 11 and 12, respectively.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1999
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

The combined  balance sheets of the Local  Partnerships as of March 31, 1999 and
December 31, 1998 are as follows:
<TABLE>
<CAPTION>

                                                                                  March 31,          December 31,
                                                                                    1999                 1998
                                                                                -------------        ------------
<S>                                                                             <C>                  <C>

ASSETS

Cash and cash equivalents                                                       $   1,067,636        $    950,402
Rents receivable                                                                      193,179             158,840
Escrow deposits and reserves                                                        2,829,457           2,902,738
Land                                                                                3,850,061           3,850,061
Buildings and improvements (net of accumulated depreciation of
  $37,864,612 and $36,919,031)                                                     67,940,750          68,839,045
Intangible assets (net of accumulated amortization of $597,728 and
  $581,155)                                                                         1,735,686           1,752,259
Other                                                                                 856,360             717,846
                                                                                -------------        ------------
                                                                                $  78,473,129        $ 79,171,191
                                                                                =============        ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                                         $   1,006,915        $  1,012,318
  Due to related parties                                                            5,117,638           5,102,192
  Mortgage loans                                                                   73,008,761          73,082,152
  Notes payable                                                                     1,101,353           1,103,781
  Accrued interest                                                                  3,496,407           3,396,688
  Other                                                                               320,668             311,163
                                                                                -------------        ------------
                                                                                   84,051,742          84,008,294
                                                                                -------------        ------------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
    Capital contributions, net of distributions                                    33,920,697          33,929,447
    Cumulative loss                                                               (29,505,185)        (29,301,268)
                                                                                -------------        ------------
                                                                                    4,415,512           4,628,179
                                                                                -------------        ------------
  General partners and other limited partners, including ATCP II
    Capital contributions, net of distributions                                       507,226             509,267
    Cumulative loss                                                               (10,501,351)         (9,974,549)
                                                                                -------------        ------------
                                                                                   (9,994,125)         (9,465,282)
                                                                                -------------        ------------
                                                                                   (5,578,613)         (4,837,103)
                                                                                -------------        ------------
                                                                                $  78,473,129        $ 79,171,191
                                                                                =============        ============

</TABLE>

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 1999
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

The combined  statements of operations of the Local  Partnerships  for the three
months ended March 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>


                                                                                    1999                1998
                                                                                ------------       ------------
<S>                                                                             <C>                <C>

REVENUE

Rental                                                                          $  3,794,930       $  3,963,455
Interest and other                                                                    58,536             51,849
                                                                                ------------       ------------

TOTAL REVENUE                                                                      3,853,466          4,015,304
                                                                                ------------       ------------


EXPENSES

Administrative                                                                       541,047            613,818
Utilities                                                                            329,335            376,501
Operating, maintenance and other                                                     718,659            723,535
Taxes and insurance                                                                  431,880            494,501
Financial (including amortization of $16,573 and $16,684)                          1,615,788          1,717,292
Depreciation                                                                         947,476          1,008,876
                                                                                ------------       ------------

TOTAL EXPENSES                                                                     4,584,185          4,934,523
                                                                                ------------       ------------

NET LOSS                                                                        $   (730,719)      $   (919,219)
                                                                                ============       ============

NET LOSS ATTRIBUTABLE TO

  American Tax Credit Properties L.P.                                           $   (203,917)      $   (345,111)

  General partners and other limited  partners,  including
    ATCP II, which includes $515,514 and $558,106 of Partnership
    loss in excess of investment                                                    (526,802)          (574,108)
                                                                                ------------       ------------
                                                                                $   (730,719)      $   (919,219)
                                                                                ============       ============

</TABLE>

The  combined  results of  operations  of the Local  Partnerships  for the three
months ended March 31, 1999 are not  necessarily  indicative of the results that
may be expected for an entire operating period.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 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 statement of operations of the
Local  Partnerships for the three months ended March 31, 1999,  presented herein
Note 3, does not include the results of operations of B & V Phase I and Erie.

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.  The Local  General  Partners  have
agreed to a plan, with  modifications  proposed by MHFA, to recapitalize  Cobbet
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 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 the plan will be implemented, and if not,
MHFA  would be  expected  to retain  its rights  under the loan  documents.  The
Partnership's  investment  balance in Cobbet,  after  cumulative  equity losses,
became zero during the year ended March 30, 1994.

4.   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.

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of June 29, 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  three  months  ended  June  29,  1999,
Registrant received cash from interest revenue,  maturities/redemptions of bonds
and  distributions  from Local  Partnerships  and  utilized  cash for  operating
expenses and investments in bonds.  Cash and cash equivalents and investments in
bonds available-for-sale  decreased, in the aggregate, by approximately $113,000
during the three  months  ended June 29, 1999 (which  includes a net  unrealized
loss on  investments  in bonds of  approximately  $55,000,  amortization  of net
premium on  investments in bonds of  approximately  $7,000 and accretion of zero
coupon bonds of approximately  $4,000).  Notwithstanding  circumstances that may
arise in connection with the  Properties,  Registrant does not expect to realize
significant  gains or losses on its  investments  in bonds,  if any.  During the
three months ended June 29, 1999, the investment in Local Partnerships decreased
as a result of Registrant's  equity in the Local  Partnerships' net loss for the
three months ended March 31, 1999 of $203,917  and cash  distributions  received
from  Local  Partnerships  of $12,500  (exclusive  of  distributions  from Local
Partnerships  of $7,500  classified  as other  income from local  partnerships).
Payable to general partner in the accompanying balance sheet as of June 29, 1999
represents accrued management fees.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in Local Partnerships
in accordance with the equity method of accounting.  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  June 29,  1999 and 1998
resulted in net losses of $304,445 and $410,597,  respectively.  The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in Local Partnerships of approximately  $141,000,  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 an
increase  in  professional  fees of  approximately  $37,000 in  connection  with
certain Local Partnership matters. Other comprehensive loss for the three months
ended June 29, 1999 and 1998 resulted from a net unrealized  loss on investments
in bonds available-for-sale of $55,232 and $5,045, respectively.

     The Local  Partnerships'  net loss of approximately  $731,000 for the three
months  ended March 31,  1999 was  attributable  to rental and other  revenue of
approximately $3,853,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $3,620,000 and  approximately
$964,000 of depreciation and amortization  expenses. The Local Partnerships' net
loss of  approximately  $919,000  for the three  months ended March 31, 1998 was
attributable to rental and other revenue of approximately  $4,015,000,  exceeded
by operating and interest expenses (including interest on non-mandatory debt) of

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Results of Operations (continued)

approximately  $3,909,000  and  approximately  $1,025,000  of  depreciation  and
amortization  expenses.  The Local  Partnerships' net loss,  adjusted to reflect
those Local Partnerships currently owned of approximately $831,000 for the three
months  ended March 31,  1998 was  attributable  to rental and other  revenue of
approximately $3,848,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $3,694,000 and  approximately
$984,000 of depreciation and amortization expenses.

The results of operations of the Local  Partnerships  for the three months ended
March  31,  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 will have generated  substantially all of
the Low-income Tax Credits allocated to limited partners by 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 current 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 defines  owners'  notification  responsibilities,  advises  owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8  contracts,  provides  guidance and  procedures  to owners,
management agents,  contract  administrators and HUD staff on renewing Section 8
contracts,  provides guidance on setting renewal rents and handling renewal rent
increases  and provides the  requirements  and  procedures  for  opting-out of a
Section  8  project  based  contract.   Registrant  cannot  reasonably   predict
legislative  initiatives and governmental  budget  negotiations,  the outcome of
which could result in a reduction in funds available for the various federal and
state  administered  housing  programs  including  the  Section 8 program.  Such
changes  could  adversely  affect  the  future  net  operating  income  and debt
structure of any or all Local Partnerships  currently  receiving such subsidy or
similar subsidies.  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 three months  ended March 31, 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 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.


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Local Partnership Matters (continued)

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  June  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.  The Local General
Partners  have  agreed  to a plan,  with  modifications  proposed  by  MHFA,  to
recapitalize  Cobbet 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 Cobbett'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 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 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 and are  scheduled  to
expire in 1999.  Registrant's  investment  balance in Cobbet,  after  cumulative
equity losses, became zero during the year ended March 30, 1994.

The terms of the partnership  agreement of Hilltop require the management  agent
to  defer  property  management  fees in  order to  avoid a  default  under  the
mortgage.  Although  Hilltop  reported near break even  operations for the three
months ended March 31, 1999, Hilltop reported a significant operating deficit in
1998  resulting  primarily  from costs  associated  with tenant  turnover  and a
dispute  regarding  the  administration  of the  Section 8 contract by the local
housing  authority.  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.  All of the  Low-Income  Tax  Credits  have been
allocated since 1989 and are scheduled to expire in 1999. Of Registrant's  total
annual Low-income Tax Credits, approximately 6% is allocated from Hilltop.

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.  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 timely
converted.  Registrant has  corresponded  with the Local  Partnerships to ensure
their  awareness  of the Y2K issue and has  requested  details  regarding  their
efforts to ensure compliance.  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.

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 3.    Quantitative and Qualitative Disclosure About Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds and U.S. Treasury instruments.  The market value of Registrant's
investments  in bonds 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 2023, 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.

<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 it considers  such mortgages to be in
          default.  The local  general  partners  have  agreed  to a plan,  with
          modifications  proposed by the lender,  to recapitalize  Cobbet. As of
          the date of this report, the lender has not executed the plan.

Item 6.   Exhibits and Reports on Form 8-K

          None


<PAGE>

                                   SIGNATURES


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


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

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

                                  by:  Richman Tax Credit Properties Inc.,
                                       General Partner


Dated: August 13, 1999            /s/  Richard Paul Richman
                                  --------------------------------------
                                  by:  Richard Paul Richman
                                       President, Chief Executive Officer and
                                       Director of the general partner of the
                                       General Partner


Dated: August 13, 1999            /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)

<PAGE>



                                   SIGNATURES


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



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

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

                                        by:  Richman Tax Credit Properties Inc.,
                                             General Partner


Dated: August 13, 1999                  /s/ Richard Paul Richman
                                        ----------------------------------------
                                        Richard Paul Richman
                                        President, Chief Executive Officer and
                                        Director of the general partner of the
                                        General Partner



Dated: August 13, 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)