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  September 29, 1998

                                                         OR

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

For the transition period from                   to ____________
                               -----------------                

                                           Commission file number: 0-17619


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

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

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

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

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

Yes X No ___.



<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements
<TABLE>
<S>                                                                                                      <C>

                                                  Table of Contents                                       Page


Balance Sheets as of September 29, 1998 (Unaudited) and March 30, 1998 (Unaudited)...........................3

Statements of Operations for the three and six month periods ended September 29, 1998 (Unaudited)
     and September 29, 1997 (Unaudited)......................................................................4

Statements of Cash Flows for the six months ended September 29, 1998 (Unaudited)
     and September 29, 1997 (Unaudited)......................................................................5

Notes to Financial Statements as of September 29, 1998 (Unaudited)...........................................7




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



                                                                                   September 29,         March 30,
                                                                        Notes           1998                 1998
                                                                        -----   -------------------  ------------

ASSETS

Cash and cash equivalents                                                         $      79,169        $    388,431
Investments in bonds available-for-sale                                   3           3,015,765           2,678,595
Investment in local partnerships                                         3,4          5,267,730           5,891,075
Interest receivable                                                                      58,549              53,744
                                                                                  -------------        ------------
                                                                                  $   8,421,213        $  9,011,845
                                                                                  =============        ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                          $      49,680        $     55,400
   Payable to general partner                                                           131,595              43,861
                                                                                  -------------        ------------
                                                                                        181,275              99,261
                                                                                  -------------        ------------
                                                                                                            

Commitments and contingencies                                            3,4

Partners' equity (deficit)

   General partner                                                                     (286,485)           (278,907)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                     8,207,796           8,958,053
   Accumulated other comprehensive income, net                           2,3            318,627             233,438
                                                                                  -------------        ------------
                                                                                      8,239,938           8,912,584
                                                                                  -------------        ------------

                                                                                  $   8,421,213        $  9,011,845
                                                                                  =============        ============

</TABLE>


                       See Notes to Financial Statements.


<PAGE>

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

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

                                                           Three Months       Six Months       Three Months      Six Months Ended
                                                         Ended September   Ended September   Ended September       September 
                                                               29,               29,               29,                29,
                                                Notes         1998              1998              1997               1997
                                                -----    -----------------------------------------------------------------------

REVENUE

 Interest                                                   $     56,594    $     110,888          $   60,361       $    123,066
 Other income from local partnerships                              3,750            6,225               5,000              7,500
                                                            ------------    -------------          ----------       ------------
 TOTAL REVENUE                                                    60,344          117,113              65,361            130,566
                                                            ------------    -------------          ----------       ------------

EXPENSES

Administration fees                                               45,931           91,862              45,931             91,862
Management fee                                                    43,867           87,734              43,867             87,734
Professional fees                                                 36,075           55,702              11,960             33,561
Printing, postage and other                                        3,475           16,305               3,747             12,917
                                                            ------------    -------------          ----------       ------------

TOTAL EXPENSES                                                   129,348          251,603             105,505            226,074
                                                            ------------    -------------          ----------       ------------

Loss from operations                                             (69,004)        (134,490)            (40,144)           (95,508)

Equity in loss of investment in local
   partnerships                                   4             (278,234)        (623,345)           (251,151)          (590,079)
                                                            ------------    -------------          ----------       ------------ 

NET LOSS                                                        (347,238)        (757,835)           (291,295)          (685,587)

Other  comprehensive income                      2,3              90,234           85,189              44,254             90,692
                                                            ------------    -------------          ----------       ------------

COMPREHENSIVE LOSS                                          $   (257,004)   $    (672,646)         $ (247,041)      $   (594,895)
                                                            ============    =============          ==========       ============ 


NET LOSS ATTRIBUTABLE TO

   General partner                                          $     (3,472)   $      (7,578)         $   (2,913)      $     (6,856)
   Limited partners                                             (343,766)        (750,257)           (288,382)          (678,731)
                                                            ------------    -------------          ----------       ------------

                                                            $   (347,238)   $    (757,835)         $ (291,295)      $   (685,587)
                                                            ============    =============          ==========       ============ 

NET LOSS per unit of limited partnership
   interest (41,286 units of limited
   partnership interest)                                    $      (8.33)   $      (18.17)         $    (6.99)      $     (16.44)
                                                            ============    =============          ==========       ============ 

</TABLE>

                                           See Notes to Financial Statements.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 1998 AND 1997
                                   (UNAUDITED)



<TABLE>
<S>                                                                                 <C>                 <C> 
                                                                                         1998              1997
                                                                                    ------------      -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                   $   114,916         $   133,412
Cash paid for
     administration fees                                                                (76,380)            (76,380)
     professional fees                                                                  (76,902)            (72,276)
     printing, postage and other expenses                                               (16,307)            (21,110)
                                                                                   -------------       ------------ 

Net cash used in operating activities                                                   (54,673)            (36,354)
                                                                                   -------------       ------------ 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships                               6,225              16,250
Investments in bonds (includes accrued interest of $386 and $1,301)                    (260,814)           (257,217)
Maturity/redemption and sale of bonds                                                                       178,432
                                                                                   -------------       ------------

Net cash used in investing activities                                                  (254,589)            (62,535)
                                                                                    ------------       ------------ 

Net decrease in cash and cash equivalents                                              (309,262)            (98,889)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $     79,169         $   185,219
                                                                                   ============         ===========


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds available-for-sale, net                    $     85,189         $     90,692
                                                                                   ============         ============

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


</TABLE>


                       See Notes to Financial Statements.


<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  SIX MONTHS ENDED SEPTEMBER 29, 1998 AND 1997
                                   (UNAUDITED)

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


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

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                               $ (757,835)        $ (685,587)

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

      Equity in loss of investment in local partnerships                                  623,345            590,079
      Distributions from local partnerships classified as other income                     (6,225)            (7,500)
      Amortization of net premium on investments in bonds                                  16,609             14,288
      Accretion of zero coupon bonds                                                       (8,162)            (7,666)
      Decrease (increase) in interest receivable                                           (4,419)             3,724
      Decrease in accounts payable and accrued expenses                                    (5,720)           (31,426)
      Increase in payable to general partner                                               87,734             87,734
                                                                                     -------------      ------------

NET CASH USED IN OPERATING ACTIVITIES                                                 $   (54,673)       $   (36,354)
                                                                                      ============       =========== 

</TABLE>

                       See Notes to Financial Statements.


<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)

1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited  information.  In the opinion of the General Partner, the
     financial  statements  include all adjustments  necessary to present fairly
     the  financial  position  as of  September  29,  1998  and the  results  of
     operations  and  cash  flows  for  the  interim  periods   presented.   All
     adjustments are of a normal recurring nature. The results of operations for
     the  three  and  six  month  periods  ended  September  29,  1998  are  not
     necessarily  indicative  of the results that may be expected for the entire
     year.

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

2.   Comprehensive Income

     On  March  31,  1998,  the  Partnership   adopted  Statement  of  Financial
     Accounting Standard ("SFAS") No. 130, "Reporting  Comprehensive Income." As
     a  result,  the  statements  of  operations  include  an  amount  for other
     comprehensive  income as well as comprehensive  loss.  Other  comprehensive
     income (loss)  consists of revenues,  expenses,  gains and losses that have
     affected  partners'  equity (deficit) but which are excluded from net loss.
     Other comprehensive income in the accompanying statements of operations for
     the three and six month  periods  ended  September 29, 1998 resulted from a
     net unrealized gain on investments in bonds  available-for-sale  of $90,234
     and $85,189,  respectively.  Accumulated other comprehensive  income in the
     accompanying  balance  sheet as of  September  29,  1998  reflects  the net
     unrealized gain on investments in bonds available-for-sale of $318,627. The
     balance sheet as of March 30, 1998 and the statements of operations for the
     three and six month  periods  ended  September  29,  1997  include  certain
     reclassifications to reflect the adoption of SFAS No. 130.

3.   Investments in Bonds Available-For-Sale

     As of September 29, 1998,  certain  information  concerning  investments in
bonds available-for-sale is as follows:

<TABLE>
<S>  <C>                                       <C>              <C>               <C>                <C>    
                                                                      Gross              Gross
                                                   Amortized       unrealized         unrealized          Estimated
      Description and maturity                         cost           gains             losses            fair value

      Corporate debt securities
        Within one year                         $     44,133     $         206     $         (247)     $       44,092
        After one year through five years            399,127            16,327                 --             415,454
        After five years through ten years           655,560            57,616                 --             713,176
        After ten years                              101,267              --                  (42)            101,225
                                                  ----------       -----------      --------------      -------------
                                                   1,200,087            74,149               (289)          1,273,947
                                                  ----------       -----------     ---------------       ------------

      U.S. Treasury debt securities
        Within one year                              258,714             1,657                 --             260,371
        After one year through five years            660,322           128,509                 --             788,831
        After five years through ten years           356,182            95,440                 --             451,622
                                                  ----------       -----------      --------------      -------------

                                                   1,275,218           225,606                 --           1,500,824
                                                  ----------       -----------      --------------      -------------

      U.S. government and agency securities
        After five years through ten years           221,833            19,161                 --             240,994
                                                  ----------       -----------      --------------      -------------

                                                 $ 2,697,138        $  318,916     $         (289)       $  3,015,765
                                                 ===========        ==========     ===============       ============
</TABLE>
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


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

     The Partnership  has provided  collateral for a standby letter of credit in
     the amount of $242,529  issued in  connection  with Cobbet Hill  Associates
     Limited Partnership (the "Cobbet Local Partnership"). Pursuant to the terms
     of the  financing  documents,  the lender has required  security for future
     operating deficits, if any, of the Cobbet Local Partnership.  The letter of
     credit is secured by the  Partnership's  investment in a U.S. Treasury bond
     in the amount of  $257,000.  As of November 1, 1998,  no amounts  have been
     drawn under the terms of the letter of credit.


4.   Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,510,290.  As  of  June  30,  1998,  the  Local  Partnerships'  combined
     unaudited balance sheet, which includes the unaudited balance sheet of Erie
     Associates  Limited  Partnership  (see  discussion  herein  Note  4),  have
     outstanding mortgage loans payable totaling  approximately  $74,356,000 and
     accrued interest payable on such loans totaling  approximately  $3,279,000,
     which are secured by security  interests and liens common to mortgage loans
     on the Local Partnerships' real property and other assets.

     For the six months  ended  September  29,  1998,  the  investment  in Local
Partnerships activity consists of the following:
<TABLE>
<S>          <C>                                                                     <C>      

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

              Equity in loss of investment in Local Partnerships                             (623,345)*

              Cash distributions received from Local Partnerships                              (6,225)

              Cash distributions classified as other income                                     6,225
                                                                                         ------------

              Investment in Local Partnerships as of September 29, 1998                  $  5,267,730
                                                                                         ============
</TABLE>

     * 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
       $963,821  for the six months  ended  June 30,  1998 as  reflected  in the
       combined  statement of  operations  of the Local  Partnerships  reflected
       herein Note 4.

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



<PAGE>



                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

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

                                                                                      June 30,           December 31,
                                                                                         1998                 1997
                                                                                    -------------        ------------

      ASSETS

      Cash and cash equivalents                                                   $       925,482       $   1,219,986
      Rents receivable                                                                    168,844             243,316
      Escrow deposits and reserves                                                      3,001,396           3,044,733
      Land                                                                              3,884,905           4,075,735
      Buildings and improvements (net of accumulated depreciation of
        $35,745,507 and $34,628,370)                                                   70,848,949          74,439,165
      Intangible assets (net of accumulated amortization of $554,090 and
        $640,058)                                                                       1,794,568           1,827,938
      Other                                                                               706,722             803,251
                                                                                    -------------        ------------
                                                                                    $  81,330,866        $ 85,654,124
                                                                                    =============        ============

      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                      $    1,108,811       $   1,065,374
        Due to related parties                                                          4,956,970           5,376,344
        Mortgage loans                                                                 74,356,463          77,119,187
        Notes payable                                                                     994,200           1,000,841
        Accrued interest                                                                3,279,014           4,959,061
        Other                                                                             315,489             353,188
                                                                                    -------------        ------------
                                                                                       85,010,947          89,873,995
                                                                                    -------------        ------------
      Partners' equity (deficit)

        American Tax Credit Properties L.P.
            Capital contributions, net of distributions                                33,933,197          33,941,389
            Cumulative loss                                                           (28,682,942)        (28,059,597)
                                                                                    -------------        ------------
                                                                                        5,250,255           5,881,792
                                                                                    -------------        ------------
        General partners and other limited partners, including ATCP II
            Capital contributions, net of distributions                                   373,842             677,937
            Cumulative loss                                                            (9,304,178)        (10,779,600)
                                                                                    -------------        ------------

                                                                                       (8,930,336)        (10,101,663)
                                                                                    -------------        ------------
                                                                                       (3,680,081)         (4,219,871)
                                                                                    -------------        ------------

                                                                                   $   81,330,866        $ 85,654,124
                                                                                   ==============        ============
</TABLE>

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

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

                                                              Three Months       Six Months       Three Months       Six Months
                                                                 Ended              Ended            Ended             Ended
                                                                June 30,          June 30,          June 30,          June 30,
                                                                  1998               1998             1997              1997
                                                             --------------      ------------    ------------      ------------
      REVENUE

      Rental                                                  $   3,746,733       $ 7,710,188     $ 3,989,511      $  8,042,842
      Interest and other                                             33,020            84,869          52,665           105,516
                                                             --------------      ------------    ------------      ------------

      TOTAL REVENUE                                               3,779,753         7,795,057       4,042,176         8,148,358
                                                             --------------      ------------    ------------      ------------


      EXPENSES

      Administrative                                                450,101         1,063,919        544,152          1,147,671
      Utilities                                                     302,804           679,305        315,320            749,726
      Operating, maintenance and other                              747,311         1,470,846        691,706          1,501,849
      Taxes and insurance                                           420,250           914,751        482,850          1,009,510
      Financial (including amortization of
      $16,686, $33,370, $19,650, and $44,579)                     1,597,486         3,314,778      1,736,283          3,676,844
      Depreciation                                                  958,031         1,966,907      1,007,905          2,019,501
                                                             --------------      ------------    ------------      ------------

      TOTAL EXPENSES                                              4,475,983         9,410,506      4,778,216         10,105,101
                                                             --------------      ------------    ------------      ------------

      NET LOSS FROM OPERATIONS BEFORE EXTRAORDINARY ITEM           (696,230)       (1,615,449)      (736,040)        (1,956,743)

      Extraordinary gain on extinguishment of debt                2,467,526         2,467,526
                                                             --------------      ------------    ------------      ------------

      NET INCOME (LOSS)                                       $   1,771,296       $   852,077    $  (736,040)      $ (1,956,743)
                                                              =============       ===========    ============      =============

      NET INCOME (LOSS) ATTRIBUTABLE TO

        American Tax Credit Properties L.P.                   $    (278,234)       $ (623,345)   $  (251,151)     $    (590,079)
        General partners and other limited partners,
           including ATCP II, which includes  specially
           allocated items of net revenue to certain 
           general partners of $2,163,456 for the three and
           six  month  periods  ended  June  30, 1998 and 
           $405,715,  $963,821, $488,446 and $1,332,985 of 
           American Tax Credit Properties L.P. net
           loss in excess of investment                           2,049,530         1,475,422       (484,889)        (1,366,664)
                                                              -------------       -----------    -----------      ------------- 

                                                              $   1,771,296       $   852,077    $  (736,040)      $ (1,956,743)
                                                              =============       ===========    ===========       ============ 
</TABLE>


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



<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

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

     Cobbet Hill Associates Limited Partnership (the "Cobbet Local Partnership")
     was  originally  financed  with a first  mortgage  with  mandatory  monthly
     payment terms with the Massachusetts  Housing Finance Agency ("MHFA") and a
     second  mortgage  with MHFA under the State Housing  Assistance  for Rental
     Production  Program (the "SHARP  Operating Loan") whereby proceeds would be
     advanced   monthly  as  an  operating   subsidy  (the  "Operating   Subsidy
     Payments").  The terms of the SHARP  Operating  Loan  called for  declining
     Operating Subsidy Payments over its term (not more than 15 years). However,
     due to the economic  condition of the Northeast region in the early 1990's,
     MHFA  instituted  an  operating  deficit  loan (the  "ODL")  program  which
     supplemented  the scheduled  reduction in the Operating  Subsidy  Payments.
     Effective  October 1, 1997,  MHFA  announced its intention to eliminate the
     ODL program,  such that the Cobbet Local Partnership no longer receives the
     ODL, without which the Cobbet Local  Partnership is unable to make the full
     mandatory debt service  payments on its first  mortgage.  MHFA has notified
     the Cobbet Local Partnership and, to the Local General Partners' knowledge,
     other ODL  recipients as well,  that MHFA  considers the mortgages to be in
     default.   The  Local  General   Partners  have  agreed  to  a  plan,  with
     modifications   proposed  by  MHFA,  to   recapitalize   the  Cobbet  Local
     Partnership from capital to be received from the admission of a new limited
     partner.  As of the date of this report, MHFA has not executed the plan. If
     the plan were to be  implemented,  such new limited partner would receive a
     substantial   portion  of  the  annual   allocation  of  the  Cobbet  Local
     Partnership's  tax losses  commencing  January 1, 1999, plus cash flows and
     residuals,  if any. The  Partnership  and the Local General  Partners would
     retain a  sufficient  interest  in the Cobbet  Local  Partnership  to avoid
     recapture of  Low-income  Tax Credits.  There can be no assurance  the plan
     will be  implemented,  and if not,  MHFA  would be  expected  to retain its
     rights under the loan documents.  The Partnership's  investment  balance in
     the Cobbet Local Partnership,  after cumulative equity losses,  became zero
     during the year ended March 30, 1994.

     Erie Associates Limited Partnership (the "Erie Local  Partnership"),  which
     is in the tenth year of the Low-income Tax Credit period,  is subject to an
     amended and  restated  note (the  "Amended  Note")  dated  December 1, 1994
     (which  matured on December  1, 1997) and is  entitled  to a  project-based
     rental subsidy under Chapter 707 of the Acts of 1966 of the Commonwealth of
     Massachusetts,  which  contract is subject to a year to year  renewal.  The
     original  financing  called for mandatory debt service of $7,647 per month,
     while the Amended Note required  monthly  mandatory debt service of $5,883.
     The Local General Partners had reported that the Erie Local Partnership was
     several  months in  arrears  under the terms of the  Amended  Note,  that a
     default  was  declared by the lender and that  discussions  were being held
     with the lender.  While  negotiations were ongoing,  the lender conducted a
     foreclosure  sale of the property in April 1998. The  Partnership  has been
     advised by its counsel that the  foreclosure  sale can be "unwound" for tax
     purposes (thereby avoiding any recapture of Low-income Tax Credit benefits)
     if, prior to December 31, 1998, the Erie Local Partnership  repurchases the
     property and the  Partnership  (or a third party)  purchases and reinstates
     the Amended Note. The  Partnership has offered to purchase the Amended Note
     (provided that the property is reconveyed to the Erie Local  Partnership in
     1998), but to date, the lender has not agreed. The Partnership's investment
     in the Erie Local Partnership,  after cumulative equity losses, became zero
     during the year ended March 30, 1998.
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


5.   Additional Information

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



<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of September 29, 1998, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant  change in financial  condition as compared to
March  30,  1998.   Principal  changes  in  assets  are  comprised  of  periodic
transactions  and adjustments and anticipated  equity in loss from operations of
the  local  partnerships  (the  "Local   Partnerships")   which  own  low-income
multifamily  residential  complexes  (the  "Properties")  which  qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the  "Low-income Tax Credit").  During the six months ended September 29, 1998,
Registrant  received cash from  interest  revenue and  distributions  from Local
Partnerships  and utilized cash for  operating  expenses and investing in bonds.
Cash and cash equivalents and investments in bonds available-for-sale increased,
in the aggregate, by approximately $28,000 during the six months ended September
29,  1998  (which  included a net  unrealized  gain on  investments  in bonds of
approximately  $85,000,  amortization  of net premium on investments in bonds of
approximately  $17,000  and  accretion  of zero  coupon  bonds of  approximately
$8,000).  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 six months ended  September 29,
1998, the investment in Local Partnerships decreased as a result of Registrant's
equity in the Local  Partnerships'  net loss for the six  months  ended June 30,
1998 of $623,345.  Payable to general partner in the accompanying  balance sheet
as of September 29, 1998 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  4 to  Registrant's  financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.

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

Registrant's  operations for the three months ended  September 29, 1998 and 1997
resulted in net losses of $347,238 and $291,295,  respectively.  The increase in
net  loss  is  primarily  attributable  to an  increase  in  equity  in  loss of
investment in Local  Partnerships of approximately  $27,000,  which is primarily
the  result  of  an  increase  in  the  net  operating  losses  of  those  Local
Partnerships in which Registrant  continues to have an investment balance and an
increase in professional  fees of  approximately  $24,000 in connection with the
Local Partnership matters. Other comprehensive income for the three months ended
September 29, 1998 and 1997 resulted from a net  unrealized  gain on investments
in bonds available-for-sale of $90,234 and $44,254, respectively.

The Local  Partnerships' net loss from operations before  extraordinary  item of
approximately $696,000 for the three months ended June 30, 1998 was attributable
to rental and other revenue of approximately  $3,780,000,  exceeded by operating
and  interest   expenses   (including   interest  on   non-mandatory   debt)  of
approximately   $3,501,000  and  approximately   $975,000  of  depreciation  and
amortization  expenses.  The  Local  Partnerships'  net  loss  of  approximately
$736,000 for the three months ended June 30, 1997 was attributable to rental and
other  revenue of  approximately  $4,042,000  exceeded by operating and interest
expenses (including interest on non-mandatory debt) of approximately  $3,750,000
and  approximately  $1,028,000 of depreciation  and amortization  expenses.  The
results of operations of the Local  Partnerships for the three months ended June
30, 1998 are not  necessarily  indicative of the results that may be expected in
future periods.
<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Registrant's  operations  for the six months ended  September  29, 1998 and 1997
resulted in net losses of $757,835 and $685,587,  respectively.  The increase in
net  loss  is  primarily  attributable  to an  increase  in  equity  in  loss of
investment in Local  Partnerships of approximately  $33,000,  which is primarily
the  result  of  an  increase  in  the  net  operating  losses  of  those  Local
Partnerships in which Registrant  continues to have an investment balance and an
increase in professional fees of approximately  $22,000 in connection with Local
Partnership  matters.  Other  comprehensive  income  for  the six  months  ended
September 29, 1998 and 1997 resulted from a net  unrealized  gain on investments
in bonds available-for-sale of $85,189 and $90,692, respectively.

The Local  Partnerships' net loss from operations before  extraordinary  item of
approximately $1,615,000 for the six months ended June 30, 1998 was attributable
to rental and other revenue of approximately  $7,795,000,  exceeded by operating
and  interest   expenses   (including   interest  on   non-mandatory   debt)  of
approximately  $7,410,000  and  approximately  $2,000,000  of  depreciation  and
amortization  expenses.  The  Local  Partnerships'  net  loss  of  approximately
$1,957,000 for the six months ended June 30, 1997 was attributable to rental and
other revenue of  approximately  $8,148,000,  exceeded by operating and interest
expenses (including interest on non-mandatory debt) of approximately  $8,041,000
and  approximately  $2,064,000 of depreciation  and amortization  expenses.  The
results of  operations of the Local  Partnerships  for the six months ended June
30, 1998 are not  necessarily  indicative of the results that may be expected in
future periods.

Local Partnership Matters

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico. The rents of the  Properties,  many of which receive rental subsidy
payments  pursuant  to  subsidy  agreements  ("HAP  Contracts")  are  subject to
specific laws, regulations and agreements with federal and state agencies.  Four
Local  Partnerships'  HAP  Contracts are scheduled to expire in 1999 after being
extended  during 1998 for one year.  In addition,  the Local  Partnerships  have
various  financing  structures  which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws,  regulations  and agreements  with  appropriate
federal and state of the Local Partnership agencies ("Non-Mandatory Debt Service
or  Interest").  During  the six  months  ended  June  30,  1998,  revenue  from
operations  of the  Local  Partnerships,  Local  General  Partner  advances  and
reserves of the Local  Partnerships  have generally been sufficient to cover the
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.

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
(the "Cobbet Local Partnership"),  MHFA drew on a then existing letter of credit
in the amount of $242,529 which had been established for the purpose of covering
future operating  deficits,  if any. In June 1997,  Registrant provided funds to
establish  collateral  to secure a  replacement  letter of credit.  Although the
repairs have been completed and the Cobbet Local  Partnership  has notified MHFA
of  such  completion,   the  Cobbet  Local  Partnership  has  not  received  the
anticipated  notice from MHFA that the default has been cured.  The Cobbet Local
Partnership was originally financed with a first mortgage with mandatory monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating deficit loan (the "ODL") program which  supplemented the
scheduled  reduction in the Operating  Subsidy  Payments.  Effective  October 1,
1997,  MHFA announced its intention to eliminate the ODL program,  such that the
Cobbet Local  Partnership no longer  receives the ODL,  without which the Cobbet
Local  Partnership is unable to make the full Mandatory Debt Service payments on
its first mortgage.  MHFA has notified the Cobbet Local  Partnership and, to the
Local General  Partners'  knowledge,  other ODL  recipients  as well,  that MHFA
considers the mortgages to be in default. The Local General Partners have agreed
to a plan, with modifications proposed by MHFA, to recapitalize the Cobbet Local
Partnership  from  capital to be received  from the  admission  of a new limited
partner.

<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

As of the date of this report,  MHFA has not executed the plan. If the plan were
to be implemented,  such new limited partner would receive a substantial portion
of the annual allocation of the Cobbet Local Partnership's tax losses commencing
January 1, 1999, plus cash flows and residuals, if any. Registrant and the Local
General  Partners  would  retain  a  sufficient  interest  in the  Cobbet  Local
Partnership  to avoid  recapture  of  Low-income  Tax  Credits.  There can be no
assurance  the plan will be  implemented,  and if not, MHFA would be expected to
retain its rights under the loan documents.  The future  financial  viability of
the Cobbet Local Partnership is highly uncertain. The Low-income Tax Credits for
1998 are expected to be approximately $12 per Unit. The Property's  historic tax
credit  was  earned  in 1988 and all of the  Low-income  Tax  Credits  have been
allocated  since  1989  and  are  scheduled  to  expire  in  1999.  Registrant's
investment  balance in the Cobbet Local  Partnership,  after  cumulative  equity
losses, became zero during the year ended March 30, 1994.

Erie Associates Limited Partnership (the "Erie Local Partnership"),  which is in
the tenth year of the Low-income Tax Credit period, is subject to an amended and
restated  note (the  "Amended  Note") dated  December 1, 1994 (which  matured on
December  1, 1997) and is  entitled  to a  project-based  rental  subsidy  under
Chapter  707 of the Acts of 1966 of the  Commonwealth  of  Massachusetts,  which
contract is subject to a year to year renewal. The original financing called for
Mandatory  Debt  Service of $7,647 per month,  while the Amended  Note  required
monthly  Mandatory  Debt  Service  of $5,883.  The Local  General  Partners  had
reported that the Erie Local Partnership was several months in arrears under the
terms of the Amended  Note,  that a default was  declared by the lender and that
discussions were being held with the lender.  While  negotiations  were ongoing,
the  lender  conducted  a  foreclosure  sale  of the  property  in  April  1998.
Registrant  has been  advised by its counsel  that the  foreclosure  sale can be
"unwound" for tax purposes  (thereby  avoiding any  recapture of Low-income  Tax
Credit  benefits)  if, prior to December 31,  1998,  the Erie Local  Partnership
repurchases  the  property  and  Registrant  (or a third  party)  purchases  and
reinstates the Amended Note. Registrant has offered to purchase the Amended Note
(provided  that the  property is  reconveyed  to the Erie Local  Partnership  in
1998),  but to date,  the  lender has not  agreed.  In the event  Registrant  is
unsuccessful in its attempt to purchase the Amended Note and the property is not
reconveyed to the Erie Local  Partnership,  Registrant  estimates a recapture of
Low-income  Tax Credits taken through  December  1997,  including  interest,  of
approximately  $20 per Unit for Unit  holders  of record as of April 1998 and it
would  lose  the  ability  to  utilize  remaining   Low-income  Tax  Credits  of
approximately $4 per Unit for 1998.  Registrant's investment balance in the Erie
Local Partnership,  after cumulative equity losses,  became zero during the year
ended March 30, 1998.

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

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


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

The terms of the partnership  agreement of Hilltop North  Associates,  L.P. (the
"Hilltop  Local  Partnership")  require the  management  agent to defer property
management  fees in order to avoid a default  under the  mortgage.  The  Hilltop
Local Partnership  incurred an operating deficit resulting  primarily from costs
associated  with  tenant  turnover of  approximately  $69,000 for the six months
ended June 30, 1998,  which included  property  management fees of approximately
$27,000.  Payments on the mortgage and real estate taxes are current.  The Local
General  Partner has  applied  for a  withdrawal  from the  replacement  reserve
account to cover a significant  portion of these costs.  Of  Registrant's  total
annual  Low-income Tax Credits,  approximately  5% is allocated from the Hilltop
Local Partnership.

Adoption of Accounting Standard

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



<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

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

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

Registrant is not aware of any other material legal proceedings.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None;  see Items 1 and 5 regarding  mortgage  defaults of certain Local
Partnerships.

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

         None

Item 5.  Other Information

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners  of Erie  Associates  Limited  Partnership  (the  "Erie  Local
         Partnership") had reported that the Erie Local Partnership had not made
         all  required  payments  under the terms of its  amended  and  restated
         mortgage,  that a default  had been  declared by the lender and that in
         April 1998,  the lender  conducted a foreclosure  sale of the property.
         Registrant  has offered to  purchase  the  amended  and  restated  note
         (provided that the property is reconveyed to the Erie Local Partnership
         in 1998), but to date the lender has not agreed.

         As discussed in Part I, Item 2 -  Management's  Discussion and Analysis
         of Financial  Condition  and Results of  Operations,  the local general
         partners of Cobbet Hill  Associates  Limited  Partnership  is unable to
         make the full mandatory debt service  payments on its first mortgage as
         a result of the  lender's  elimination  of its  operating  deficit loan
         program.

Item 6.  Exhibits and Reports on Form 8-K

         None



<PAGE>



                                   SIGNATURES


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


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

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

                                  by:  Richman Tax Credit Properties Inc.,
                                       general partner


Dated: November 13, 1998               /s/  Richard Paul Richman
                                       -------------------------
                                       Richard Paul Richman
                                       President, Chief Executive Officer and
                                       Director of the general partner of the
                                       General Partner


Dated: November 13, 1998               /s/  Neal Ludeke
                                       ----------------
                                       Neal Ludeke
                                       Vice President and Treasurer 
                                       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  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



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

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

                                    by:  Richman Tax Credit Properties Inc.,
                                         general partner



Dated: November 13, 1998                __________________________________
      ------------------   
                                        Richard Paul Richman
                                        President, Chief Executive Officer and
                                        Director of the general partner of the
                                        General Partner



Dated: November 13, 1998                 __________________________________
       -----------------                     
                                         Neal Ludeke
                                         Vice President and Treasurer
                                         of the general partner
                                         of the General Partner
                                         (Principal Financial and 
                                          Accounting Officer of Registrant)