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, 2000
                               -----------------

                                       OR

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


For the transition period from ____________ to ____________

                         Commission file number: 0-17619
                                                 -------

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

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


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.

Yes   X   No ___.
    ----

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION



Item 1. Financial Statements


Table of Contents                                                        Page

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

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

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

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


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          December 30,     March 30,
                                                                 Notes       2000            2000
                                                                 -----    ------------     ---------
<S>                                                                 <C>   <C>            <C>
ASSETS

Cash and cash equivalents                                                 $   112,466    $    61,363
Investments in bonds                                                 2      1,807,797      2,255,521
Investment in local partnerships                                     3      1,870,029      2,595,453
Interest receivable                                                            36,965         49,489
                                                                          -----------    -----------
                                                                          $ 3,827,257    $ 4,961,826
                                                                          ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                 $    42,847    $    52,548
   Payable to general partner                                                                74,659
                                                                          -----------    -----------
                                                                               42,847        127,207
                                                                          -----------    -----------
Commitments and contingencies                                        3

Partners' equity (deficit)

   General partner                                                            (328,736)      (318,046)
   Limited partners (41,286 units of limited partnership
     interest outstanding)                                                  4,025,045       5,083,367
   Accumulated other comprehensive income, net                       2         88,101         69,298
                                                                          -----------    -----------
                                                                            3,784,410      4,834,619
                                                                          -----------    -----------
                                                                          $ 3,827,257    $ 4,961,826
                                                                          ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                          Three Months    Nine Months      Three Months   Nine Months
                                             Ended          Ended             Ended         Ended
                                           December 30,   December 30,     December 30,   December 30,
                                    Notes     2000            2000             1999         1999
                                    -----  -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
REVENUE

Interest                                   $    31,064    $   124,542    $    45,077    $   139,460
Other income from local partnerships   3                        6,250          2,475         16,225
                                           -----------    -----------    -----------    -----------
TOTAL REVENUE                                   31,064        130,792         47,552        155,685
                                           -----------    -----------    -----------    -----------

EXPENSES

Administration fees                             45,930        137,792         45,930        137,792
Management fee                                  43,877        131,611         43,877        131,611
Professional fees                               12,367         33,762         12,250         85,671
Printing, postage and other                      9,261         19,612         11,725         29,505
                                           -----------    -----------    -----------    -----------
TOTAL EXPENSES                                 111,435        322,777        113,782        384,579
                                           -----------    -----------    -----------    -----------
Loss from operations                           (80,371)      (191,985)       (66,230)      (228,894)

Equity in loss of investment in local
   partnerships                          3    (162,163)      (877,027)      (169,005)      (630,999)
                                           -----------    -----------    -----------    -----------

NET LOSS                                      (242,534)    (1,069,012)      (235,235)      (859,893)

Other comprehensive income (loss)        2       7,902         18,803        (45,673)      (131,153)
                                           -----------    -----------    -----------    -----------
COMPREHENSIVE LOSS                         $  (234,632)   $(1,050,209)   $  (280,908)   $  (991,046)
                                           ===========    ===========    ===========    ===========



NET LOSS ATTRIBUTABLE TO

   General partner                         $    (2,425)   $   (10,690)   $    (2,352)   $    (8,599)
   Limited partners                           (240,109)    (1,058,322)      (232,883)      (851,294)
                                           -----------    -----------    -----------    -----------

                                           $  (242,534)   $(1,069,012)   $  (235,235)   $  (859,893)
                                           ===========    ===========    ===========    ===========
NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                   $     (5.81)   $    (25.63)   $     (5.64)   $    (20.62)
                                           ===========    ===========    ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                       4
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      2000         1999
                                                                   ---------    ---------
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                  $ 157,557    $ 173,013
Cash paid for
     administration fees                                            (168,590)    (140,194)
     management fee                                                 (175,472)    (175,472)
     professional fees                                               (43,552)    (130,878)
     printing, postage and other expenses                            (19,523)     (29,499)
                                                                   ---------    ---------
Net cash used in operating activities                               (249,580)    (303,030)
                                                                   ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                                    (243,785)     (78,481)
Cash distributions and other income from local partnerships           98,432      155,565
Investments in bonds (includes accrued interest of $482 in 2000)    (256,438)    (257,558)
Maturities/redemptions of bonds                                      702,474      550,810
                                                                   ---------    ---------
Net cash provided by investing activities                            300,683      370,336
                                                                   ---------    ---------
Net increase in cash and cash equivalents                             51,103       67,306

Cash and cash equivalents at beginning of period                      61,363       86,232
                                                                   ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $ 112,466    $ 153,538
                                                                   =========    =========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net                $  18,803    $(131,153)
                                                                   =========    =========

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

</TABLE>

                       See Notes to Financial Statements.


                                       5
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  NINE MONTHS ENDED DECEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               2000                   1999
<S>                                                                          <C>            <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                     $(1,069,012)   $  (859,893)

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

   Equity in loss of investment in local partnerships                            877,027        630,999
   Loss on redemption and sale of bonds                                           15,316          8,596
    Distributions from local partnerships classified as other income              (6,250)       (16,225)
   Amortization of net premium on investments in bonds                            16,958         21,127
   Accretion of zero coupon bonds                                                (12,265)       (12,265)
   Decrease in interest receivable                                                13,006         16,095
   Decrease in accounts payable and accrued expenses                              (9,701)       (66,882)
   Decrease in payable to general partner                                        (74,659)       (24,582)
                                                                             -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                        $  (249,580)   $  (303,030)
                                                                             ===========    ===========
</TABLE>

                       See Notes to Financial Statements.


                                       6
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 2000
                                   (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, 2000 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, 2000 are not
     necessarily indicative of the results that may be expected for the entire
     year.

2.   Investments in Bonds

     As of December 30, 2000, certain information concerning investments in
bonds is as follows:

<TABLE>
<CAPTION>
                                                           Gross          Gross
                                         Amortized      unrealized      unrealized    Estimated
    Description and maturity               cost           gains           losses      fair value
    ------------------------            -----------   -----------    -----------    -----------
<S>                                     <C>           <C>            <C>            <C>
Corporate debt securities
  After one year through five years     $   199,293   $     2,022    $    (9,676)   $   191,639
  After five years through ten years         26,444           985           --           27,429
                                        -----------   -----------    -----------    -----------
                                            225,737         3,007         (9,676)       219,068
                                        -----------   -----------    -----------    -----------
U.S. Treasury debt securities
  Within one year                           357,305         2,273           --          359,578
  After one year through five years         878,115        93,368           --          971,483
                                        -----------   -----------    -----------    -----------
                                          1,235,420        95,641           --        1,331,061
                                        -----------   -----------    -----------    -----------
U.S. government and agency securities
  After five years through ten years        258,539          --             (871)       257,668
                                        -----------   -----------    -----------    -----------
                                        $ 1,719,696   $    98,648    $   (10,547)   $ 1,807,797
                                        ===========   ===========    ===========    ===========
</TABLE>


     The Partnership has provided collateral for a standby letter of credit in
     the amount of $242,529 issued in connection with Cobbet Hill Associates
     Limited Partnership ("Cobbet") under the terms of the financing documents
     whereby the lender has required security for future operating deficits, if
     any, of Cobbet. The letter of credit is secured by investments in bonds of
     approximately $257,000. As of February 12, 2001, no amounts have been drawn
     under the terms of the letter of credit.


                                       7
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The Partnership originally acquired limited partnership interests in Local
     Partnerships representing capital contributions in the aggregate amount of
     $34,946,143, which includes advances made to certain Local Partnerships. As
     of September 30, 2000, the Local Partnerships have outstanding mortgage
     loans payable totaling approximately $72,461,000 and accrued interest
     payable on such loans totaling approximately $4,205,000, 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, 2000, the investment in local
     partnerships activity consists of the following:

          Investment in local partnerships as of March 30, 2000   $ 2,595,453

          Equity in loss of investment in local partnerships         (877,027)*

          Cash distributions received from Local Partnerships        (98,432)

          Cash distributions from Local Partnerships classified        6,250
             as other income

          Advances to Local Partnerships                             243,785
                                                                  ----------
          Investment in local partnerships as of December 30,
             2000                                                 $1,870,029
                                                                  ==========

     * 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
       $1,826,300 for the nine months ended September 30, 2000 as reflected in
       the combined statement of operations of the Local Partnerships reflected
       herein Note 3.

     The combined unaudited balance sheets of the Local Partnerships as of
     September 30, 2000 and December 31, 1999 and the combined unaudited
     statements of operations of the Local Partnerships for the three and nine
     month periods ended September 30, 2000 and 1999 are reflected on pages 9
     and 10, respectively.


                                       8
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined balance sheets of the Local Partnerships as of September 30,
2000 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                     September 30,     December 31,
                                                                         2000             1999
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
ASSETS

Cash and cash equivalents                                            $  1,166,907    $  1,459,390
Rents receivable                                                          183,273         301,752
Escrow deposits and reserves                                            3,147,527       3,044,082
Land                                                                    3,850,061       3,850,061
Buildings and improvements (net of accumulated depreciation of
  $43,517,295 and $40,669,508)                                         62,722,428      65,367,834

Intangible assets (net of accumulated amortization of $696,619 and
  $647,133)                                                             1,665,849       1,697,780
Other                                                                     763,212         829,251
                                                                     ------------    ------------
                                                                     $ 73,499,257    $ 76,550,150
                                                                     ============    ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                              $  1,318,998    $  1,436,510
  Due to related parties                                                5,003,560       5,238,017
  Mortgage loans                                                       72,461,178      72,661,234
  Notes payable                                                         1,062,166       1,086,384
  Accrued interest                                                      4,205,198       3,920,983
  Other                                                                   332,482         318,438
                                                                     ------------    ------------
                                                                       84,383,582      84,661,566
                                                                     ------------    ------------
Partners' equity (deficit)

  American Tax Credit Properties L.P.
     Capital contributions, net of distributions                       34,007,214      33,975,428
     Cumulative loss                                                  (31,253,937)    (30,376,910)
                                                                     ------------    ------------
                                                                        2,753,277       3,598,518
                                                                     ------------    ------------
  General partners and other limited partners, including ATCP II
     Capital contributions, net of distributions                          485,717         509,267
     Cumulative loss                                                  (14,123,319)    (12,219,201)
                                                                     ------------    ------------
                                                                      (13,637,602)    (11,709,934)
                                                                     ------------    ------------
                                                                      (10,884,325)     (8,111,416)
                                                                     ------------    ------------
                                                                     $ 73,499,257    $ 76,550,150
                                                                     ============    ============
</TABLE>


                                       9
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2000
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   and nine month periods ended September 30, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                    Three Months    Nine Months   Three Months      Nine Months
                                                       Ended            Ended        Ended            Ended
                                                    September 30,  September 30,  September 30,     September 30,
                                                        2000            2000          1999             1999
                                                   ------------    ------------    ------------    ------------

<S>                                                <C>             <C>             <C>             <C>
REVENUE


Rental                                             $  3,728,380    $ 11,395,467    $  3,829,923    $ 11,472,357
Interest and other                                      102,573         259,007          59,523         180,468
                                                   ------------    ------------    ------------    ------------
TOTAL REVENUE                                         3,830,953      11,654,474       3,889,446      11,652,825
                                                   ------------    ------------    ------------    ------------

EXPENSES

Administrative                                          570,299       1,735,122         636,053       1,747,740
Utilities                                               255,164         971,902         281,540         925,395
Operating, maintenance and other                        862,696       2,703,698         814,570       2,276,434
Taxes and insurance                                     430,631       1,324,179         448,215       1,339,990
Financial (including amortization of $16,494,
    $49,486, $16,416 and $49,559)                     1,603,324       4,845,866       1,646,859       4,878,976

Depreciation                                            951,597       2,854,852         946,636       2,842,494
                                                   ------------    ------------    ------------    ------------
TOTAL EXPENSES                                        4,673,711      14,435,619       4,773,873      14,011,029
                                                   ------------    ------------    ------------    ------------
NET LOSS                                           $   (842,758)   $ (2,781,145)   $   (884,427)   $ (2,358,204)
                                                   ============    ============    ============    ============

NET LOSS ATTRIBUTABLE TO

  American Tax Credit Properties L.P.              $   (162,163)   $   (877,027)   $   (169,005)   $   (630,999)
  General partners and other limited partners,
     including ATCP II, which includes $644,375,
     $1,826,300, $699,979 and $1,682,050 of
     Partnership loss in excess of investment          (680,595)     (1,904,118)       (715,422)     (1,727,205)
                                                   ------------    ------------    ------------    ------------
                                                   $   (842,758)   $ (2,781,145)   $   (884,427)   $ (2,358,204)
                                                   ============    ============    ============    ============
</TABLE>

   The combined results of operations of the Local Partnerships for the three
   and nine month periods ended September 30, 2000 are not necessarily
   indicative of the results that may be expected for an entire operating
   period.

   The Partnership advanced $110,918 during the nine months ended December 30,
   2000 to 4611 South Drexel Limited Partnership to fund an operating deficit,
   which includes making necessary capital improvements to the property. The
   advance has been recorded as investment in local partnerships in the
   accompanying balance sheet as of December 30, 2000.


                                       10
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 2000
                                   (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The Partnership advanced $12,867 during the nine months ended December 30,
     2000 to Hilltop North Associates, A Virginia Limited Partnership to fund an
     operating deficit, which includes making necessary capital improvements to
     the property. The advance has been recorded as investment in local
     partnerships in the accompanying balance sheet as of December 30, 2000.

     Cobbet was originally financed with a first mortgage with mandatory monthly
     payment terms with the Massachusetts Housing Finance Agency ("MHFA") and a
     second mortgage with MHFA under the State Housing Assistance for Rental
     Production Program (the "SHARP Operating Loan") whereby proceeds would be
     advanced monthly as an operating subsidy (the "Operating Subsidy
     Payments"). The terms of the SHARP Operating Loan called for declining
     Operating Subsidy Payments over its term (not more than 15 years). However,
     due to the economic condition of the Northeast region in the early 1990's,
     MHFA instituted an operating deficit loan (the "ODL") program that
     supplemented the scheduled reduction in the Operating Subsidy Payments.
     Effective October 1, 1997, MHFA announced its intention to eliminate the
     ODL program, such that Cobbet no longer receives the ODL, without which
     Cobbet is unable to make the full mandatory debt service payments on its
     first mortgage. MHFA notified Cobbet and, to the Local General Partners'
     knowledge, other ODL recipients as well, that MHFA considers such mortgages
     to be in default. MHFA adopted a plan to recapitalize several of the ODL
     program properties with funds to be contributed from the admission of a new
     limited partner, and MHFA commissioned an institutional broker (the
     "Broker") to identify such a new limited partner. However, MHFA
     communicated with Cobbet (confirmed by letter dated February 7, 2000) that
     Cobbet was not included in MHFA's recapitalization program because Cobbet
     is party to a project based Section 8 contract. However, MHFA communicated
     that Cobbet was free to identify a new limited partner, independent of
     MHFA's process, with the intention similar to that of the recapitalization
     plan. In the February 7, 2000 letter, MHFA provided Cobbet until March 3,
     2000 to notify MHFA of its desire to modify its mortgage loan by paying the
     required fee (which as a practical matter would require a recapitalization
     investor) and made no reference in the letter to the previous discussion in
     which MHFA indicated that Cobbet could locate a separate recapitalization
     investor. Cobbet replied to MHFA, indicating its desire to locate a
     recapitalization investor. The Local General Partners contacted the Broker,
     which indicated that a private investor may be interested in a
     recapitalization plan for Cobbet. On August 7, 2000, the Local General
     Partners met with MHFA to discuss future capital improvements. A
     contribution payment of $300,000 was offered by the Partnership to help
     fund the capital improvements, with $150,000 to be advanced currently and
     $50,000 to be advanced annually over each of the next three years. MHFA
     approved all of the items on the agenda and indicated a strong interest in
     pursuing a recapitalization of Cobbet. In January 2001, MHFA notified
     Cobbet in writing as to whether Cobbet was willing to participate in
     another recapitalization plan (notwithstanding Cobbet's project based
     Section 8 contract) which MHFA may pursue and in February 2001 Cobbet
     replied to MHFA that it is so interested. If such a plan were implemented,
     such new limited partner would receive a substantial portion of the annual
     allocation of Cobbet's tax losses upon such partner's admission, plus cash
     flows and residuals, if any. The Partnership and the Local General Partners
     would retain a sufficient interest in Cobbet to avoid recapture of
     Low-income Tax Credits. There can be no assurance that a plan will be
     implemented, and if not, MHFA is likely to retain its rights under the loan
     documents. The Partnership's investment balance in Cobbet, after cumulative
     equity losses, became zero during the year ended March 30, 1994. As of
     December 30, 2000, the Partnership has advanced $120,000, all of which has
     been recorded as investment in local partnerships in the accompanying
     balance sheet as of December 30, 2000.


4.   Additional Information

     Additional information, including the audited March 30, 2000 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, 2000 on file with the Securities
     and Exchange Commission.


                                       11
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of December 30, 2000, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2000. 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, 2000,
Registrant received cash from interest revenue, maturities/redemptions and sales
of bonds and distributions from Local Partnerships and utilized cash for
operating expenses, investments in bonds and advances to certain Local
Partnerships (see Local Partnership Matters below). Cash and cash equivalents
and investments in bonds decreased, in the aggregate, by approximately $397,000
during the nine months ended December 30, 2000 (which includes a net unrealized
gain on investments in bonds of approximately $19,000, amortization of net
premium on investments in bonds of approximately $17,000 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, 2000, 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, 2000 of $877,027 and cash distributions received
from Local Partnerships of $92,182 (exclusive of distributions from Local
Partnerships of $6,250 classified as other income), partially offset by advances
to Local Partnerships of $243,785.

Results of Operations

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

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

Registrant's operations for the three months ended December 30, 2000 and 1999
resulted in net losses of $242,534 and $235,235, respectively. Other
comprehensive income (loss) for the three months ended December 30, 2000 and
1999 resulted from a net unrealized gain (loss) on investments in bonds of
$7,902 and $(45,673), respectively.

The Local Partnerships' net loss of approximately $843,000 for the three months
ended September 30, 2000 was attributable to rental and other revenue of
approximately $3,831,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,706,000 and approximately
$968,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $884,000 for the three months ended September 30, 1999 was
attributable to rental and other revenue of approximately $3,889,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,810,000 and approximately $963,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended September 30, 2000 are not necessarily indicative of the
results that may be expected in future periods.


                                       12
<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, 2000 and 1999
resulted in net losses of $1,069,012 and $859,893, respectively. The increase in
the loss is primarily attributable to an increase in equity in loss of
investment in local partnerships of approximately $246,000, resulting from an
increase in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance, partially offset by a
decrease in professional fees of approximately $52,000 incurred in 1999 in
connection with Local Partnership matters. Other comprehensive income (loss) for
the nine months ended December 30, 2000 and 1999 resulted from a net unrealized
gain (loss) on investments in bonds of $18,803 and $(131,153), respectively.

The Local Partnerships' net loss of approximately $2,781,000 for the nine months
ended September 30, 2000 was attributable to rental and other revenue of
approximately $11,654,000, exceeded by operating and interest expenses
(including interest on non-mandatory debt) of approximately $11,531,000 and
approximately $2,904,000 of depreciation and amortization expense. The Local
Partnerships' net loss of approximately $2,358,000 for the nine months ended
September 30, 1999 was attributable to rental and other revenue of approximately
$11,653,000, exceeded by operating and interest expenses (including interest on
non-mandatory debt) of approximately $11,119,000 and approximately $2,892,000 of
depreciation and amortization expense. The results of operations of the Local
Partnerships for the nine months ended September 30, 2000 are not necessarily
indicative of the results that may be expected in future periods.

Local Partnership Matters

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period has been fully exhausted by virtually all of the Properties as of
December 31, 1999 and is fully exhausted by all of the Properties as of December
31, 2000. The required holding period of each Property, in order to avoid
Low-income Tax Credit recapture, is fifteen years from the year in which the
Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). The Properties must satisfy various requirements including
rent restrictions and tenant income limitations (the "Low-income Tax Credit
Requirements") in order to maintain eligibility for the recognition of the
Low-income Tax Credit at all times during the Compliance Period. Once a Local
Partnership has become eligible for the Low-income Tax Credit, it may lose such
eligibility and suffer an event of recapture if its Property fails to remain in
compliance with the Low-income Tax Credit Requirements.

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Four Local Partnerships'
Section 8 contracts are currently subject to renewal under applicable HUD
guidelines.


                                       13
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments which are payable only from available cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws, regulations
and agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the nine months ended September 30, 2000, 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 above break even levels, although
certain Local Partnerships' operating information reflects operating deficits
that do not represent cash deficits due to their mortgage and financing
structure and the required deferral of property management fees. However, as
discussed below, certain Local Partnerships' operating information indicates
below break even operations after taking into account their mortgage and
financing structure and any required deferral of property management fees.

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency) ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. MHFA adopted a plan to recapitalize several of the ODL program
properties with funds to be contributed from the admission of a new limited
partner, and MHFA commissioned an institutional broker (the "Broker") to
identify such a new limited partner. However, MHFA communicated with Cobbet
(confirmed by letter dated February 7, 2000) that Cobbet was not included in
MHFA's recapitalization program because Cobbet is party to a project based
Section 8 contract. However, MHFA communicated that Cobbet was free to identify
a new limited partner, independent of MHFA's process, with the intention similar
to that of the recapitalization plan. In the February 7, 2000 letter, MHFA
provided Cobbet until March 3, 2000 to notify MHFA of its desire to modify its
mortgage loan by paying the required fee (which as a practical matter would
require a recapitalization investor) and made no reference in the letter to the
previous discussion in which MHFA indicated that Cobbet could locate a separate
recapitalization investor. Cobbet replied to MHFA, indicating its desire to
locate a recapitalization investor. The Local General Partners contacted the
Broker, which indicated that a private investor may be interested in a
recapitalization plan for Cobbet. On August 7, 2000, the General Partners of
Cobbet met with MHFA to discuss future capital improvements. A contribution
payment of $300,000 was offered by Registrant to help fund the capital
improvements, with $150,000 to be advanced currently (which has been advanced by
Registrant as of January 2001) and $50,000 to be advanced annually over each of
the next three years. MHFA approved all of the items on the agenda and indicated
a strong interest in pursuing a recapitalization of Cobbet. In January 2001,
MHFA notified Cobbet in writing as to whether Cobbet was willing to participate
in another recapitalization plan (notwithstanding Cobbet's project based Section
8 contract) which MHFA may pursue and in February 2001 Cobbet replied to MHFA
that it is so interested. If such a plan were implemented, such new limited
partner would receive a substantial portion of the annual allocation of Cobbet's
tax losses upon such partner's admission, plus cash flows and residuals, if any.
Registrant and the Local General Partners would retain a sufficient interest in
Cobbet to avoid recapture of Low-income Tax Credits. There can be no assurance
that a plan will be implemented, and if not, MHFA is likely to retain its rights
under the loan documents. The future financial viability of Cobbet is highly
uncertain. The Property's historic tax credit was allocated in 1988 and all of
the Low-income Tax Credits have been allocated since 1989. Registrant's
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994. Cobbet generated approximately $19.2 per Unit per
year of credits to the limited partners upon the expiration of its Low-income
Tax Credit allocation in 1999.


                                       14
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $117,000 for the nine months ended September 30, 2000
resulting from excessive vacancies. Registrant advanced approximately $111,000
during the nine months ended December 30, 2000 and payments on the mortgage and
real estate taxes are current. Registrant's investment balance in South Drexel,
after cumulative equity losses, became zero during the year ended March 30,
1996. South Drexel generated approximately $1.7 per Unit per year of credits to
the limited partners upon the expiration of its Low-income Tax Credit allocation
in 2000.

The terms of the partnership agreement of Cityside Apartments L.P. ("Cityside")
require the management agent to defer property management fees in order to avoid
a default under the mortgage. Cityside reported an operating deficit of
approximately $107,000 for the nine months ended September 30, 2000, which
includes property management fees of approximately $51,000. Payments on the
mortgage and real estate taxes are current. Cityside generated approximately
$29.5 per Unit per year of credits to the limited partners upon the expiration
of its Low-income Tax Credit allocation in 1999.

Hilltop North Associates, A Virginia Limited Partnership ("Hilltop") reported an
operating deficit of approximately $59,000 for the nine months ended September
30, 2000. Registrant advanced approximately $13,000 during the nine months ended
December 30, 2000. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in Hilltop, after cumulative equity losses,
became zero during the year ended March 30, 1999. Hilltop generated
approximately $6.6 per Unit per year of credits to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 1999.

Year 2000

Registrant successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.


Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an 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.


                                       15
<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 notified Cobbet that the lender considers such mortgages to be
         in default. The local general partners agreed to a plan, with
         modifications proposed by the lender, to recapitalize Cobbet. Although
         meetings have been ongoing, as of the date of this report, a plan has
         not been formalized.

Item 6.  Exhibits and Reports on Form 8-K

         None


                                       16
<PAGE>

                                   SIGNATURES


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


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

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

                                   by:  Richman Tax Credit Properties Inc.,
                                        general partner


Dated: February 13, 2001           /s/  Richard Paul Richman
                                   ----------------------------------------
                                   by:  Richard Paul Richman
                                        President, Chief Executive Officer and
                                        Director of the general partner of the
                                        General Partner


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