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, 1997

                                      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>



21


<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                          PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                               Table of Contents                        Page


Balance  Sheets  as  of  September  29,  1997 (Unaudited)  and  March  30, 1997
   (Unaudited)............................................................3

Statements of Operations  for the three and six month periods ended  
September 29, 1997 (Unaudited)and September 29, 1996 (Unaudited).......4

Statements of Cash Flows for the six months ended September 29, 1997 (Unaudited)
   and September 29, 1996 (Unaudited).....................................5

Notes to Financial Statements as of September 29, 1997 (Unaudited)........7



<PAGE>


<PAGE>
<TABLE>
<CAPTION>

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



                                                       September 29,   March 30,
                                                 Notes          1997          1997
                                                 ----- ---------------------------
<S>                                              <C>   <C>           <C>
ASSETS

Cash and cash equivalents                              $  185,219   $   284,108
Investments in bonds available-for-sale            2    3,045,513     2,883,959
Investment in local partnerships                   3    6,783,349     7,382,178
Interest receivable                                        59,293        61,716
                                                       ------------------------------

                                                       $ 10,073,374  $ 10,611,961
                                                       ============  ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                $        59,81$        91,237
  Payable to general partner                                  131,595         43,861
                                                       -----------------------------

                                                              191,406       135,098

Commitments and contingencies                     2,3

Partners' equity (deficit)

  General partner                                        (268,921)     (262,065)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                    9,946,704    10,625,435
  Unrealized gain on investments in bonds          2          204,185        113,493
   available-for-sale, net

                                                           9,881,968    10,476,863

                                                       $ 10,073,374  $ 10,611,961
                                                       ============  ============

</TABLE>


                         See Notes to Financial Statements.



<PAGE>


<PAGE>
<TABLE>
<CAPTION>

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



                                         Three     Six Months     Three     Six Months
                                         Months       Ended       Months       Ended
                                         Ended      September     Ended      September
                                       September       29,      September       29,
                                          29,                      29,
                               Notes           1997         1997         1996         1996
                               -----  ---------------------------------------------------
<S>                            <C>    <C>          <C>         <C>          <C>
REVENUE

 Interest                             $   60,361$       123,066$        63,332$       129,692
 Other income from local                         5,000           7,500
                                      -------------------------
partnerships

 TOTAL REVENUE                                 65,361       130,566          63,332         129,692
                                      ------------------------------------------------------

EXPENSES

Administration fees                       45,931      91,862       45,931      91,862
Management fee                            43,867      87,734       43,867      87,734
Professional fees                         11,960      33,561       24,808      41,333
Printing, postage and other               3,747          12,917           3,983          10,241
                                      ------------------------------------------------------

TOTAL EXPENSES                               105,505        226,074       118,589        231,170
                                      -----------------------------------------------------

Loss from operations                     (40,144)    (95,508)     (55,257)   (101,478)

Equity in loss of investment
  in local partnerships          3          (251,151)      (590,079)      (550,402)    (1,017,800)
                                      ---------------------------------------------------- 

NET LOSS                              $    (291,295)$    (685,587)$    (605,659)$  (1,119,278)
                                      =================================================== 

NET LOSS ATTRIBUTABLE TO

  General partner                     $   (2,913)$        (6,856)$        (6,057)$       (11,193)
  Limited partners                          (288,382)      (678,731)      (599,602)   (1,108,085)
                                      --------------------------------------------------- 

                                      $    (291,295)$    (685,587)$    (605,659)$  (1,119,278)
                                      =================================================== 

NET LOSS per unit of limited
  partnership interest
  (41,286 units of limited            $          (6.99)$        (16.44)$        (14.52)$         (26.84)
                                      ====================================================== 
  partnership interest)

</TABLE>


                         See Notes to Financial Statements.



<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 1997 AND 1996
                                   (UNAUDITED)



                                                             1997           1996
                                                      --------------------------
<S>                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                     $    133,412   $    140,627
Other income from local partnerships                       7,500
Cash paid for
  administration fees                                    (76,380)       (76,380)
  professional fees                                      (72,276)       (69,590)
  printing, postage and other expenses                      (21,110)        (2,796)
                                                      -------------  ------------- 

Net cash used in operating activities                       (28,854)        (8,139)
                                                      -------------  ------------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                 8,750         18,750
Maturity/redemption and sale of bonds                    178,432              75,000
Investment in bonds, includes $1,301 of accrued
  interest paid                                           (257,217)
  at purchase of investment

Net cash provided by (used in) investing activities         (70,035)         93,750
                                                      -------------  --------------

Net increase (decrease) in cash and cash equivalents     (98,889)        85,611

Cash and cash equivalents at beginning of period            284,108        397,120
                                                      -------------  -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD            $    185,219   $    482,731
                                                      ============   ============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

  Unrealized gain (loss) on investments in bonds      $      90,692  $    (47,984)
                                                      =============  ============ 
  available-for-sale, net


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

</TABLE>


                         See Notes to Financial Statements.



<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                        AMERICAN TAX CREDIT PROPERTIES L.P.
                       STATEMENTS OF CASH FLOWS - (Continued)
                    SIX MONTHS ENDED SEPTEMBER 29, 1997 AND 1996
                                    (UNAUDITED)



                                                         1997           1996
                                                 ---------------------------
<S>                                              <C>            <C>
RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES

Net loss                                         $     (685,587)$  (1,119,278)

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

  Equity in loss of investment in local             590,079       1,017,800
  partnerships
  Amortization of net premium on investments in      14,288          15,509
  bonds
  Accretion of zero coupon bonds                     (7,666)         (8,152)
  Decrease in interest receivable                     3,724           3,578
  Increase in payable to general partner             87,734          87,734
  Decrease in accounts payable and accrued                 (31,426)           (5,330)
                                                 -------------------------------- 
  expenses


NET CASH USED IN OPERATING ACTIVITIES            $       (28,854$        (8,139)
                                                 ============================== 

</TABLE>


                         See Notes to Financial Statements.



<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                             NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1997
                                      (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, 1997 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,  1997 are not  necessarily  indicative  of the
   results that may be expected for the entire year.

2. Investments in Bonds Available-For-Sale

   As of September 29, 1997, certain information concerning investments in bonds
   available-for-sale is as follows:

                                                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 fiv$    181,885 $      3,426 $          ($   185,244
      years
      After five years through    929,784       25,941      (1,209)     954,516
      ten years
      After ten years                 101,402           -        (2,317)      99,085
                                --------------------------------------------------

                                   1,213,071       29,367        (3,593)  1,238,845
                                ------------ ------------ -----------------------

    U.S. Treasury debt securities
      Within one year             319,468        1,309      (1,308)     319,469
      After one year through five 443,291       61,884      -           505,175
      years
      After five years through        659,944    125,064             -     785,008
                                ------------------------  ------------------------
      ten years

                                   1,422,703      188,257        (1,308)   1,609,652
                                ------------ ------------ ------------------------

    U.S. government and agency
    securities
      After ten years                 205,554           -        (8,538)     197,016
                                --------------------------------------------------

                                $ 2,841,328  $   217,624  $   (13,439)$ 3,045,513
                                ===========  ===========  =========== ===========

   </TABLE>


   In  connection  with an  agreement  between  Cobbet Hill  Associates  Limited
   Partnership (the "Cobbet Local  Partnership")  and its first mortgage lender,
   the  Partnership is  contingently  liable under a standby letter of credit in
   the amount of  $242,529  which was issued on June 18, 1997 for the purpose of
   covering 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 face amount of $257,000,  purchased in June 1997. As of
   November 10, 1997, no amounts have been drawn on the letter of credit.


<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                          AMERICAN TAX CREDIT PROPERTIES L.P.
                      NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  SEPTEMBER 29, 1997
                                      (UNAUDITED)




3. Investment in Local Partnerships

   The  Partnership  owns a  limited  partnership  interest  in  nineteen  Local
   Partnerships  representing  capital  contributions in the aggregate amount of
   $34,510,290.  As of June 30, 1997, the Local  Partnerships  have  outstanding
   mortgage  loans  payable  totaling  approximately   $83,014,000  and  accrued
   interest payable on such loans totaling approximately  $5,402,000,  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,  1997,  the  investment  in  Local
   Partnerships activity consists of the following:


    <S>                                                          <C>
    Investment in Local Partnerships as of                       $ 7,382,178
      March 30, 1997

    Equity in loss of investment in Local
      Partnerships for the six months ended                      (590,079)  (A)
      June 30, 1997

    Cash distributions received from Local
      Partnerships during the six months                                 (8,750)
      ended September 29, 1997

    Investment in Local Partnerships as of                       $ 6,783,349
                                                                 ===========
      September 29, 1997

    </TABLE>


   (A) 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
       $1,332,985  for the six months  ended June 30, 1997 as  reflected  in the
       combined  statements of operations  of the Local  Partnerships  reflected
       herein Note 3.

Thecombined  unaudited  balance sheets of the Local  Partnerships as of June 30,
   1997  and  December  31,  1996  and  the  combined  unaudited  statements  of
   operations  of the Local  Partnerships  for the  three and six month  periods
   ended June 30, 1997 and 1996 are reflected on pages 9 and 10, respectively.




<PAGE>


<PAGE>
<TABLE>
<CAPTION>

                          AMERICAN TAX CREDIT PROPERTIES L.P.
                      NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1997
                                      (UNAUDITED)



3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of June 30, 1997 and
   December 31, 1996 are as follows:

                                                         June 30,    December 31,
                                                                1997          1996
                                                       ---------------------------
    <S>                                                <C>           <C>
    ASSETS
    Cash and other investments                         $       962,653$    1,218,425
    Rental receivable                                     306,427       260,272
    Escrow deposits and reserves                        3,909,461     3,133,429
    Land                                                4,416,035     4,416,035
    Buildings and improvements (net of accumulated
      depreciation of $33,668,650 and $31,649,149)     78,441,404    80,294,613
    Intangible assets (net of accumulated
      amortization of $881,332 and $836,753)            1,884,669     1,929,248
    Other                                                      819,939        965,578
                                                       -----------------------------

                                                       $ 90,740,588  $ 92,217,600
                                                       ============  ============

    LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
    Liabilities

      Accounts payable and accrued expenses            $   1,332,636 $   1,267,704
      Due to related parties                            5,411,760     5,291,779
      Mortgage loans                                   83,013,692    83,114,342
      Notes payable                                       994,013     1,009,368
      Accrued interest                                  5,402,080     5,014,588
      Other                                                 2,069,622     2,034,144
                                                       ----------------------------

                                                          98,223,803    97,731,925
    Partners' equity (deficit)
      American Tax Credit Properties L.P.
       Capital contributions, net of distributions     33,950,139    33,971,389
       Cumulative loss                                  (27,165,540)  (26,575,461)

                                                            6,784,599     7,395,928
      General partners and other limited partners,
       including ATCP II
       Capital contributions, net of distributions        370,149       361,046
       Cumulative loss                                  (14,637,963)  (13,271,299)

                                                        (14,267,814)  (12,910,253)

                                                          (7,483,215)   (5,514,325)

                                                       $ 90,740,588  $ 92,217,600
                                                       ============  ============
</TABLE>





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                                         10
-------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                          AMERICAN TAX CREDIT PROPERTIES L.P.
                      NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1997
                                      (UNAUDITED)



3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   and six month periods ended June 30, 1997 and 1996 are as follows:

                                  Three Months   Six Months  Three Months   Six Months
                                      Ended        Ended         Ended        Ended
                                    June 30,      June 30,     June 30,      June 30,
                                           1997         1997          1996         1996
                                  -----------------------------------------------------
    <S>                           <C>           <C>          <C>           <C>
    REVENUE

    Rental                        $    3,989,511$    8,042,84$    3,914,166$    7,860,571
    Interest and other                      52,665        105,516          49,554        103,340
                                  --------------------------------------------------------

    TOTAL REVENUE                      4,042,176     8,148,35     3,963,720     7,963,911
                                  -------------------------------------------------------

    EXPENSES

    Administrative                   544,152    1,147,671       541,821    1,120,509
    Utilities                        315,320      749,726       320,194      734,432
    Operating, maintenance and       691,706    1,501,849       782,662    1,610,527
       other
    Taxes and insurance              482,850    1,009,510      496,942     1,015,086
    Interest (including
      amortization of $19,650,     1,736,283    3,676,844    2,026,274     3,895,768
      $44,579, $24,075 and
      $49,981)
    Depreciation                       1,007,905     2,019,501       998,803     1,989,278
                                  -------------------------------------------------------

    TOTAL EXPENSES                     4,778,216    10,105,101     5,166,696    10,365,600
                                  -------------------------------------------------------

    NET LOSS                      $     (736,040)$  (1,956,743)$  (1,202,976)$  (2,401,689)
                                  ======================================== ============= 

    NET LOSS ATTRIBUTABLE TO

      American Tax Credit         $     (251,151)$     (590,079)$     (550,402)$  (1,017,800)
       Properties L.P.
      General  partners and other  limited  partners,  including  ATCP II, which
       includes $468,446, $1,332,985, $618,588 and
       $1,340,411 of American           (484,889)    (1,366,664)      (652,574)    (1,383,889)
                                  ------------------------------------------------------- 
       Tax Credit Properties
       L.P. loss in excess of
       investment

                                  $     (736,040)$  (1,956,743)$  (1,202,976)$  (2,401,689)
                                  ======================================== ============= 

   </TABLE>

   The combined  results of operations of the Local  Partnerships  for the three
   and six month periods ended June 30, 1997 are not  necessarily  indicative of
   the results that may be expected for an entire operating period.





-------------------------------------------------------------------------------
                                         11
-------------------------------------------------------------------------------
<PAGE>

                        AMERICAN TAX CREDIT PROPERTIES L.P.
                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                                 SEPTEMBER 29, 1997
                                    (UNAUDITED)



3. Investment in Local Partnerships (continued)

   The Partnership  acquired a 99% limited  partnership  interest in B & V, Ltd.
   (the "B & V Local  Partnership"),  a 190-unit  complex  located in Homestead,
   Florida in December  1988.  In August 1992,  much of  Homestead,  Florida was
   devastated  by  Hurricane  Andrew and the  Property  owned by the B & V Local
   Partnership  sustained  substantial  damage.  The damage to the  complex  was
   covered by property  insurance and the B & V Local Partnership was covered by
   rental  interruption  insurance.  It was the  intention of the local  general
   partner of the B & V Local  Partnership to reconstruct the complex,  and thus
   preserve the Low-income Tax Credits. However, delays in the rebuilding of the
   complex occurred due to significant  disagreements with the insurance company
   concerning  selection of the contractor and the costs to rebuild the complex.
   In  addition,   the  insurance  carrier  ceased  making  rental  interruption
   insurance  payments and  subsequently  the lender  declared a default.  While
   conducting  repairs,  which  included  completing  52 rental units which were
   placed in service,  the B & V Local  Partnership  was unable to make required
   mortgage  payments but undertook  significant  litigious  efforts to effect a
   workout with the lender and cause the  insurance  company and  contractor  to
   perform  under their  obligations  to rebuild  the  complex,  which  included
   reorganization  plans,  bankruptcy   proceedings,   binding  arbitration  and
   voluntary  nonbinding  mediation.  Despite such efforts,  the complex lost 32
   rental units pursuant to a quick-take eminent domain proceeding in April 1996
   and the remainder of the complex was  ultimately  lost in April 1997 when the
   Bankruptcy Court ordered title transfer of the Property.  However,  the final
   disposition  of the  bankruptcy  has yet to occur and  therefore the combined
   balance  sheet of the Local  Partnerships  as of June 30, 1997  includes  the
   assets  and  liabilities  of the B & V  Local  Partnership,  including  land,
   buildings  and mortgage  payable,  among other things.  In December  1996, in
   connection with the bankruptcy and foreclosure  proceedings surrounding the B
   & V Local  Partnership,  the  Bankruptcy  Court  determined  the value of the
   Property  owned  by  the  B & V  Local  Partnership  which  resulted  in  the
   recognition  of an  impairment  loss  which  was  included  in  the  combined
   statement of operations of the Local Partnerships for the year ended December
   31, 1996.  Because the  Partnership's  investment  balance in the B & V Local
   Partnership,  after the cumulative equity losses, became zero during the year
   ended March 30, 1995, the aforementioned  impairment and loss of the Property
   had no effect on the financial position,  results of operations or cash flows
   of the Partnership as of and for the six months ended September 29, 1997. The
   net effect of the  disposition  of the bankruptcy is expected to be allocated
   fully  to the  local  general  partner  of the B & V  Local  Partnership  and
   therefore  would  have  no  effect  on the  financial  position,  results  of
   operations or cash flow of the Partnership. In addition, the Partnership will
   not utilize the future Low-income Tax Credits associated with the B & V Local
   Partnership  and limited  partners  will incur a tax credit  recapture  for a
   portion of previous  years'  Low-income Tax Credits  because the Property was
   not held through the entire Compliance Period.

   As part of the overall plan and arrangement with the local general partner of
   the B & V Local  Partnership (see discussion  above),  the Partnership owns a
   99% limited  partnership  interest in B & V Phase I, Ltd. (the "B & V Phase I
   Local  Partnership"),  which  owns a 97-unit,  Section 8  assisted  apartment
   complex located in Homestead,  Florida, which was acquired from principals of
   the local  general  partner  of the B & V Local  Partnership  during the year
   ended March 30, 1995. The purpose of acquiring an interest in the B & V Phase
   I Local Partnership was to mitigate potential adverse  consequences of a loss
   of Low-income  Tax Credits in the event that the  rebuilding of the apartment
   complex owned by the B & V Local  Partnership  was not  completed.  Under the
   terms of the limited partnership  agreement between the Partnership and the B
   & V Phase  I  Local  Partnership,  the  Partnership  made  its  full  capital
   contribution  of $140,000 in October 1994 with total  Low-income  Tax Credits
   expected to be allocated to the Partnership over the period 1994 through 1998
   of approximately $499,000. Prior to the acquisition,  the B & V Phase I Local
   Partnership was also 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. On January 14, 1997, by agreement
   between the B & V Phase I Local Partnership and the lender, the Circuit Court
   for Dade County issued an order directing the B & V Phase I Local Partnership
   to make mortgage payments to the lender accruing since December


<PAGE>


<PAGE>
                        AMERICAN TAX CREDIT PROPERTIES L.P.
                    NOTES TO FINANCIAL STATEMENTS - (Continued)
                                 SEPTEMBER 29, 1997
                                    (UNAUDITED)



3. Investment in Local Partnerships (continued)

   1996 and to thereafter make monthly mortgage payments to the lender.  The B &
   V Phase I Local  Partnership  has  complied  with this order and all payments
   accruing since  December 1996 through  November 1997 have been made. On April
   18, 1997, a motion for summary  judgment in the lender's  foreclosure  action
   was  scheduled to be heard.  However,  on April 17,  1997,  the B & V Phase I
   Local  Partnership  filed a Chapter 11  Bankruptcy  Petition  with the United
   States Bankruptcy Court,  District of Connecticut,  Bridgeport  Division.  On
   April 25,  1997,  the lender  filed a motion  seeking to change the venue for
   this case to the Southern  District of Florida.  Subsequently,  hearings were
   held in order for the Bankruptcy  Court to consider the lender's  motion.  In
   the  course  of  these  hearings,  the  lender  and  the B & V  Phase I Local
   Partnership  reached a tentative  agreement whereby the lender would withdraw
   its  request to change  venue and the B & V Phase I Local  Partnership  would
   agree to submit to the  Bankruptcy  Court a plan  providing  for, among other
   things,  a  schedule  of  buy-out  prices to be paid to the  lender at future
   designated  dates.  On  July  14,  1997,  the  Bankruptcy  Court  approved  a
   stipulation  between the lender and the B & V Phase I Local Partnership which
   incorporated the tentative agreement. Under the terms of the stipulation, the
   plan of  reorganization  is  required to be filed with the  Bankruptcy  Court
   within 60 days of the date of the stipulation unless extended by the parties.
   On September 10, 1997,  the B & V Phase I Local  Partnership  filed a plan of
   reorganization  with  the  Bankruptcy  Court,  and on  October  28,  1997 the
   Bankruptcy Court issued an order approving the Disclosure  Statement filed in
   connection  therewith  and  setting  a  timetable  for  confirming  the plan.
   Provided that the proposed plan of  reorganization is confirmed and the B & V
   Phase I Local  Partnership  is not required to make debt service  payments in
   excess of current levels,  the Partnership  does not anticipate any recapture
   of Low-income Tax Credits or interruption in Low-income Tax Credits allocated
   from the B & V Phase I Local  Partnership  through  December  31,  1997.  The
   Partnership's  investment  balance  in the B & V Phase  I Local  Partnership,
   after the cumulative  equity losses,  became zero during the year ended March
   30, 1996.

   Erie  Associates  Limited  Partnership  (the  "Erie  Local  Partnership")  is
   operating pursuant to an amended and restated note (the "Amended Note") dated
   December 1, 1994 which  matures on December 1, 1997.  The original  financing
   called for mandatory debt service of $7,647 per month, while the Amended Note
   requires monthly mandatory debt service of $5,883. The Local General Partners
   of the Erie  Local  Partnership  report  that the Erie Local  Partnership  is
   several months in arrears under the terms of the Amended Note, that a default
   has been declared by the lender and that discussions are currently being held
   with the lender.

4. Additional Information

   Additional  information,  including  the  audited  March 30,  1997  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, 1997 on file with the Securities and
   Exchange Commission.



<PAGE>


<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, 1997, Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1997.  Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss from  operations  of the Local  Partnerships.  During the six months  ended
September 29, 1997, Registrant received cash from interest earnings,  maturities
of bonds  and  distributions  from  Local  Partnerships  and  utilized  cash for
operating  expenses  and  investments  in  bonds,  which  investment  serves  as
collateral  for a standby  letter of credit  posted in  connection  with a Local
Partnership.    Cash   and   cash   equivalents   and   investments   in   bonds
available-for-sale  increased, in the aggregate, by approximately $63,000 during
the  six  months  ended  September  29,  1997,  which  increase  includes  a net
unrealized gain recorded on investments in bonds of approximately  $91,000,  the
amortization of net premium on investments in bonds of approximately $14,000 and
the  accretion  of zero coupon  bonds of  approximately  $8,000.  During the six
months ended September 29, 1997, 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, 1997 of $590,079 and cash distributions  received from
Local Partnerships of $8,750.

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,  including  payments  under  Section 8 of Title II of the  Housing and
Community  Development  Act of 1974 ("Section 8"), are subject to specific laws,
regulations  and  agreements  with  federal  and  state  agencies.  The  subsidy
agreements  expire at various times during and after the  Compliance  Periods of
the Local  Partnerships.  The United  States  Department  of  Housing  and Urban
Development  ("HUD") has issued  notices  which  implement  provisions  to renew
certain  project  based  Section 8 contracts  expiring  during HUD's fiscal year
1997,  where requested by an owner, for an additional one year term generally at
or  below  current  rent  levels,  subject  to  certain  guidelines.  HUD has an
additional program (the "Restructuring Program") which, in general, provides for
restructuring  rents  and/or  mortgages  where  rents may be  adjusted to market
levels and  mortgage  terms may be  adjusted  based on the  reduction  in rents,
although  there may be instances  in which only rents,  but not  mortgages,  are
restructured.  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.  Two Local
Partnerships,  whose Section 8 contracts  expired  during 1996 and were extended
for one year, have applied for treatment under the Restructuring  Program during
1997. In addition,  the Local  Partnerships  have various  financing  structures
which include (i) required debt service payments  ("Mandatory Debt Service") and
(ii) debt  service  payments  which are payable  only from  available  cash flow
subject  to the terms and  conditions  of the  notes,  which may be  subject  to
specific laws,  regulations  and agreements with  appropriate  federal and state
agencies ("Non-Mandatory Debt Service or Interest"). During the six months ended
June 30, 1997,  revenue from  operations 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'   accounting
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 required deferral of property
management fees.

Although  Cobbet  Hill  Associates   Limited   Partnership  (the  "Cobbet  Local
Partnership") is current on its mortgage  obligation,  certain needed repairs of
the building caused a technical default under the first mortgage.  In connection
with the repairs,  the Cobbet Local Partnership  utilized 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. Registrant has purchased a U.S.
Treasury bond in the face amount of $257,000 to secure a  replacement  letter of
credit.  The repairs are  substantially  complete as of November 10,  1997.  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 (the "SHARP  Operating  Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy Payments").

<PAGE>


<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 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  program  ("ODL")  which   supplemented  the  scheduled
reduction in the Operating Subsidy Payments.  MHFA recently announced its policy
to  modify  the ODL  program  in  order to save  MHFA  revenue.  In the  future,
properties  will  not  be  receiving  the  ODL  operating  supplement  and  MHFA
anticipates that some, if not all of the properties  which previously  qualified
under the ODL  program  will be  unable  to make  their  required  debt  service
payments. As a result, MHFA expects the properties to require workouts. MHFA has
indicated  that as part of such  workouts,  the owner of a property  may have to
provide  additional  equity.  The affordable housing developers in Massachusetts
have collectively obtained legal counsel to determine their rights in connection
with MHFA's recent unilateral  decisions.  Although the Cobbet Local Partnership
has  recently  ceased  receiving  ODL  funds,  it has  sustained  operations  by
deferring property  management fees and utilizing funds which would otherwise be
deposited to its reserve for replacements. The future financial viability of the
Cobbet Local  Partnership is highly  uncertain given the recent actions taken by
MHFA.  The terms of the  partnership  agreement of the Cobbet Local  Partnership
require the Local General Partners of the Cobbet Local  Partnership to cause the
management  agent to defer property  management fees in order to avoid a default
under the mortgage.  The Cobbet Local Partnership  incurred an operating deficit
for the six months ended June 30, 1997 of approximately  $74,000, which includes
property  management  fees  of  approximately  $33,000.   Accordingly,  the  net
operating deficit was approximately  $41,000,  which amount includes fixed asset
additions of approximately  $43,000. Of Registrant's total annual Low-income Tax
Credits, approximately 8% is allocated from the Cobbet Local Partnership.

The terms of the partnership  agreement of Erie Associates  Limited  Partnership
(the "Erie Local  Partnership")  require the Local General  Partners of the Erie
Local  Partnership  to cause the management  agent to defer property  management
fees in order to avoid a default under the mortgage.  The Erie Local Partnership
is operating pursuant to an amended and restated note (the "Amended Note") dated
December  1, 1994 which  matures on  December 1, 1997.  The  original  financing
called for  Mandatory  Debt Service of $7,647 per month,  while the Amended Note
requires monthly Mandatory Debt Service of $5,883. The Local General Partners of
the Erie Local  Partnership  report that the Erie Local  Partnership  is several
months in arrears under the terms of the Amended  Note,  that a default has been
declared by the lender and that  discussions  are currently  being held with the
lender. Of Registrant's total annual Low-income Tax Credits, approximately 2% is
allocated from the Erie Local Partnership.

Registrant acquired a 99% limited partnership  interest in B & V, Ltd. (the "B &
V Local  Partnership"),  a 190-unit  complex  located in  Homestead,  Florida in
December  1988.  In August 1992,  much of Homestead,  Florida was  devastated by
Hurricane Andrew and the Property owned by the B & V Local Partnership sustained
substantial  damage. The damage to the complex was covered by property insurance
and the B & V Local Partnership was covered by rental interruption insurance. It
was the intention of the Local General Partner of the B & V Local Partnership to
reconstruct the complex, and thus preserve the Low-income Tax Credits.  However,
delays  in  the   rebuilding  of  the  complex   occurred  due  to   significant
disagreements with the insurance company concerning  selection of the contractor
and the costs to rebuild the complex. In addition,  the insurance carrier ceased
making  rental  interruption  insurance  payments  and  subsequently  the lender
declared a default.  While  conducting  repairs,  which  included  completing 52
rental  units  which were  placed in service,  the B & V Local  Partnership  was
unable to make required  mortgage payments but undertook  significant  litigious
efforts to effect a workout with the lender and cause the insurance  company and
contractor  to perform  under their  obligations  to rebuild the complex,  which
included reorganization plans,  bankruptcy proceedings,  binding arbitration and
voluntary nonbinding mediation. Despite such efforts, the complex lost 32 rental
units pursuant to a quick-take  eminent domain  proceeding in April 1996 and the
remainder of the complex was  ultimately  lost in April 1997 when the Bankruptcy
Court ordered title transfer of the Property.  However, the final disposition of
the bankruptcy has yet to occur.  Registrant's  investment  balance in the B & V
Local  Partnership,  after the cumulative equity losses,  became zero during the
year ended March 30, 1995.

As a  result  of the  eminent  domain  proceeding  by  the  City  of  Homestead,
Registrant incurred a recapture of Low-income Tax Credits taken through December
1995 of approximately $5 per Unit and will forego future Low-income Tax Credits



<PAGE>


<PAGE>
                        AMERICAN TAX CREDIT PROPERTIES L.P.


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

associated  with such rental units of  approximately  $5 per Unit for the period
January 1996 through  1998. As a result of the lender's  foreclosure  of the 158
rental units, Registrant anticipates a recapture of Low-income Tax Credits taken
through December 1996 of  approximately  $35 per Unit for Unit holders of record
as of April 1997 and will forego future  Low-income Tax Credits  associated with
the 158 rental units of  approximately  $10 per Unit for the period January 1997
through 1998.

As part of the overall plan and  arrangement  with the Local General  Partner of
the B & V  Local  Partnership  (see  discussion  above),  Registrant  owns a 99%
limited  partnership  interest in B & V Phase I, Ltd.  (the "B & V Phase I Local
Partnership"),  which  owns a  97-unit,  Section 8  assisted  apartment  complex
located in Homestead,  Florida,  which was acquired from principals of the Local
General Partner of the B & V Local  Partnership  during the year ended March 30,
1995.  The  purpose  of  acquiring  an  interest  in  the B & V  Phase  I  Local
Partnership  was  to  mitigate  potential  adverse  consequences  of a  loss  of
Low-income Tax Credits in the event that the rebuilding of the apartment complex
owned by the B & V Local  Partnership was not completed.  Under the terms of the
limited  partnership  agreement  between  Registrant and the B & V Phase I Local
Partnership,  Registrant  made its full  capital  contribution  of  $140,000  in
October  1994 with total  Low-income  Tax Credits  expected to be  allocated  to
Registrant over the period 1994 through 1998 of approximately $499,000. Prior to
the  acquisition,  the B & V Phase I  Local  Partnership  was  also  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. On
January 14, 1997, by agreement  between the B & V Phase I Local  Partnership and
the lender,  the Circuit Court for Dade County issued an order directing the B &
V Phase I Local  Partnership  to make mortgage  payments to the lender  accruing
since  December 1996 and to  thereafter  make monthly  mortgage  payments to the
lender. The B & V Phase I Local Partnership has complied with this order and all
payments  accruing since December 1996 through  November 1997 have been made. On
April 18, 1997, a motion for summary judgment in the lender's foreclosure action
was scheduled to be heard.  However,  on April 17, 1997, the B & V Phase I Local
Partnership  filed a Chapter  11  Bankruptcy  Petition  with the  United  States
Bankruptcy Court,  District of Connecticut,  Bridgeport  Division.  On April 25,
1997, the lender filed a motion seeking to change the venue for this case to the
Southern District of Florida. Subsequently,  hearings were held in order for the
Bankruptcy  Court to  consider  the  lender's  motion.  In the  course  of these
hearings, the lender and the B & V Phase I Local Partnership reached a tentative
agreement  whereby the lender would withdraw its request to change venue and the
B & V Phase I Local  Partnership would agree to submit to the Bankruptcy Court a
plan providing for, among other things,  a schedule of buy-out prices to be paid
to the lender at future designated dates. On July 14, 1997, the Bankruptcy Court
approved  a  stipulation  between  the  lender  and  the  B & V  Phase  I  Local
Partnership which incorporated the tentative  agreement.  Under the terms of the
stipulation,  the  plan of  reorganization  is  required  to be  filed  with the
Bankruptcy  Court within 60 days of the date of the stipulation  unless extended
by the parties. On September 10, 1997, the B & V Phase I Local Partnership filed
a plan of  reorganization  with the Bankruptcy Court and on October 28, 1997 the
Bankruptcy  Court issued an order  approving the Disclosure  Statement  filed in
connection  therewith and setting a timetable for confirming the plan.  Provided
that the proposed  plan of  reorganization  is  confirmed  and the B & V Phase I
Local  Partnership  is not required to make debt  service  payments in excess of
current  levels,  Registrant does not anticipate any recapture of Low-income Tax
Credits or interruption in Low-income Tax Credits allocated from the B & V Phase
I Local  Partnership  through  December 31, 1997.  However,  unless  alternative
sources of financing can be secured,  no assurances can be made concerning 1998.
Registrant's  investment balance in the B & V Phase I Local  Partnership,  after
the cumulative equity losses,  became zero during the year ended March 30, 1996.
Of Registrant's  total annual Low-income Tax Credits (prior to the loss of the B
& V Local  Partnership)  approximately  1% is  allocated  from the B & V Phase I
Local Partnership.

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,  under which the investment
is  carried  at  cost  and is  adjusted  for  Registrant's  share  of the  Local
Partnership's  results of  operations  and by any cash  distributions  received.
Equity in loss of each investment in Local Partnership allocated to



<PAGE>


<PAGE>
                        AMERICAN TAX CREDIT PROPERTIES L.P.


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

Registrant  is recognized to the extent of  Registrant's  investment  balance in
each Local Partnership.  Any equity in loss in excess of Registrant's investment
balance in a Local  Partnership is allocated to other partners'  capital in each
such Local  Partnership.  As a result, the 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 above under
Material Changes in Financial  Condition  regarding  certain Local  Partnerships
currently operating below economic break even levels.

Three Months Ended September 29, 1997

For the three months ended  September  29,  1997,  Registrant  had a net loss of
approximately $291,000,  which included an equity in loss of investment in Local
Partnerships of approximately $251,000 for the three months ended June 30, 1997.
Registrant's  loss from operations for the three months ended September 29, 1997
of  approximately  $40,000 was attributable to interest revenue of approximately
$60,000  and other  income from a Local  Partnership  of  approximately  $5,000,
exceeded by operating  expenses of  approximately  $105,000.  Nonrecognition  of
losses in excess of Registrant's investment in certain Local Partnerships during
the period was approximately $468,000.

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
Non-Mandatory Interest) of approximately $3,750,000 and approximately $1,028,000
of depreciation and amortization expenses.

Three Months Ended September 29, 1996

For the three months ended  September  29,  1996,  Registrant  had a net loss of
approximately $606,000,  which included an equity in loss of investment in Local
Partnerships of approximately $551,000 for the three months ended June 30, 1996.
Registrant's  loss from operations for the three months ended September 29, 1996
of  approximately  $55,000 was attributable to interest revenue of approximately
$63,000,   exceeded   by   operating   expenses   of   approximately   $118,000.
Nonrecognition  of losses in excess of Registrant's  investment in certain Local
Partnerships during the period was approximately $619,000.

The  Local  Partnerships'  net loss of  approximately  $1,203,000  for the three
months  ended June 30,  1996 was  attributable  to rental  and other  revenue of
approximately $3,964,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,144,000 and approximately $1,023,000
of depreciation and amortization expenses.

Six Months Ended September 29, 1997

For the six  months  ended  September  29,  1997,  Registrant  had a net loss of
approximately $686,000,  which included an equity in loss of investment in Local
Partnerships of  approximately  $590,000 for the six months ended June 30, 1997.
Registrant's loss from operations for the six months ended September 29, 1997 of
approximately  $96,000 was  attributable  to interest  revenue of  approximately
$123,000  and other income from a Local  Partnership  of  approximately  $7,000,
exceeded by operating  expenses of  approximately  $226,000.  Nonrecognition  of
losses in excess of Registrant's investment in certain Local Partnerships during
the period was approximately $1,333,000.

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
Non-Mandatory Interest) of approximately $8,041,000 and approximately $2,064,000
of depreciation and amortization expenses.



<PAGE>


<PAGE>
                        AMERICAN TAX CREDIT PROPERTIES L.P.


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

Six Months Ended September 29, 1996

For the six  months  ended  September  29,  1996,  Registrant  had a net loss of
approximately  $1,119,000,  which  included an equity in loss of  investment  in
Local Partnerships of approximately $1,018,000 for the six months ended June 30,
1996.  Registrant's  loss from operations for the six months ended September 29,
1996  of  approximately   $101,000  was  attributable  to  interest  revenue  of
approximately   $130,000,   exceeded  by  operating  expenses  of  approximately
$231,000.  Nonrecognition  of losses in excess  of  Registrant's  investment  in
certain Local Partnerships during the period was approximately $1,340,000.

The Local Partnerships' net loss of approximately  $2,402,000 for the six months
ended  June  30,  1996  was   attributable   to  rental  and  other  revenue  of
approximately $7,964,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $8,327,000 and approximately $2,039,000
of depreciation and amortization expenses.


Three and Six Month Periods Ended September 29, 1997 v.
Three and Six Month Periods Ended September 29, 1996

Registrant's  operations for the three months ended  September 29, 1997 resulted
in a  net  loss  of  approximately  $291,000  as  compared  to  a  net  loss  of
approximately  $606,000  for the three  months ended  September  29,  1996.  The
decrease in net loss is  primarily  attributable  to a decrease in the equity in
loss of investment in Local  Partnerships of  approximately  $299,000,  which is
primarily the result of a decrease in the net operating  losses of certain Local
Partnerships.

Registrant's  operations for the six months ended September 29, 1997 resulted in
a net loss of approximately  $686,000 as compared to a net loss of approximately
$1,119,000 for the six months ended September 29, 1996. The decrease in net loss
is primarily  attributable  to a decrease in the equity in loss of investment in
Local Partnerships of approximately $428,000, which is primarily the result of a
decrease in the net operating losses of certain Local Partnerships.



<PAGE>


<PAGE>
                         AMERICAN TAX CREDIT PROPERTIES L.P.

                             Part II - OTHER INFORMATION

Item 1.     Legal Proceedings

B & V Phase I, Ltd. (the "B & V Phase I Local  Partnership") was also damaged by
Hurricane  Andrew in August 1992.  Since May 1, 1996, all 97 of the rental units
were complete and occupied.  Under 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. On
January 14, 1997,  by agreement of the B & V Phase I Local  Partnership  and the
lender,  the Circuit Court for Dade County  issued an order  directing the B & V
Phase I Local Partnership to make mortgage payments to the lender accruing since
December 1996 and to thereafter  make monthly  mortgage  payments to the lender.
The B & V Phase  I Local  Partnership  has  complied  with  this  order  and all
payments  accruing during the period from December 1996 through August 1997 have
been made.  On April 18,  1997,  a motion for summary  judgment in the  lender's
foreclosure action was scheduled to be heard.  However, on April 17, 1997, the B
& V Phase I Local  Partnership  filed a Chapter 11 Bankruptcy  Petition with the
United States Bankruptcy Court, District of Connecticut, Bridgeport Division. As
of April 25,  1997,  the lender  filed a motion  seeking to change the venue for
this case to the Southern District of Florida. Subsequently,  hearings were held
in order for the Bankruptcy Court to consider the lender's motion. In the course
of these hearings,  the lender and the B & V Phase I Local Partnership reached a
tentative  agreement  whereby the lender  would  withdraw  its request to change
venue  and the B & V Phase I Local  Partnership  would  agree to  submit  to the
Bankruptcy Court a plan providing for, among other things, a schedule of buy out
prices to be paid to the lender at future  designated  dates.  On July 14, 1997,
the  Bankruptcy  Court  approved a stipulation  between the lender and the B & V
Phase I Local Partnership which incorporated the tentative agreement.  Under the
terms of the  stipulation,  the plan of  reorganization  is required to be filed
with the Bankruptcy  Court within 60 days of the date of the stipulation  unless
extended  by the  parties.  On  September  10,  1997,  the B & V  Phase  I Local
Partnership  filed a plan of  reorganization  with the  Bankruptcy  Court and on
October 28, 1997 the Bankruptcy  Court issued an order  approving the Disclosure
Statement  filed in connection  therewith and setting a timetable for confirming
the plan.

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  alleges 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 contends that Stonebridge is not entitled to such payment.

On December 16, 1993,  the Federal  Local  Partnership  filed a lawsuit  against
Henry Cisneros (in his capacity as Secretary of HUD and the Housing Authority of
the City of Fort Lauderdale,  Florida ("FLHA") for violating the  Administrative
Procedure Act. The suit alleged that the defendants used an incorrect figure for
debt  service  in  determining  the base rent  component  of the  Federal  Local
Partnership's Housing Assistance Payments Contract rents,  resulting in rents at
a level insufficient to service the Federal Local Partnership's co-insured first
mortgage and, as a further  result,  the amount of the maximum  insurable  first
mortgage  was  reduced  and the  local  general  partner  of the  Federal  Local
Partnership  had  to  provide  approximately  $1,299,000  to the  Federal  Local
Partnership.  The Federal Local Partnership  sought payment of the difference in
rents dating from 1988 to the present and recovery of all legal fees.  The Court
had  previously  ruled  in  favor  of  the  defendants  and  the  Federal  Local
Partnership's subsequent appeals have been denied.

A  former  tenant  of Gulf  Shores  Apartments  Ltd.  (the  "Gulf  Shores  Local
Partnership") had brought suit against the Gulf Shores Local Partnership,  among
others,  in connection with an alleged  wrongful  eviction.  The former tenant's
suit, which sought damages of $13,000,000,  was dismissed on April 22, 1997 as a
result of the former tenant not being present at a court proceeding.  The former
tenant had the right to file for reinstatement of the suit within ninety days of
the dismissal. The Gulf Shores Local Partnership has reported that this suit has
been dismissed and that a subsequent appeal has been denied.

Registrant is not aware of any other material legal proceedings.


<PAGE>


<PAGE>
                        AMERICAN TAX CREDIT PROPERTIES L.P.

                      Part II - OTHER INFORMATION (Continued)


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 the Erie Associates Limited  Partnership (the "Erie Local Partnership")
      report that the Erie Local  Partnership is several months in arrears under
      the terms of its  amended  and  restated  note,  that a  default  has been
      declared by the lender and that  discussions are currently being held with
      the lender.

      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  (the  "Cobbet  Local
      Partnership") report that the first mortgage lender has declared a default
      pending   restoration  of  the  building's   parapet.   The  Cobbet  Local
      Partnership's  property management has met with the lender and presented a
      plan  of  action  which  has  been  orally  accepted  by the  lender.  The
      remediation is substantially complete as of November 10, 1997.

Item 6.     Exhibits and Reports on Form 8-K

      None



<PAGE>


<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: November 13, 1997           /s/   Richard Paul Richman
       -----------------           --------------------------
                              Richard Paul Richman
                                      President, Chief Executive Officer and
                                      Director of the general partner of the
                                 General Partner


Dated: November 13, 1997    /s/   Neal Ludeke
                                  Neal Ludeke
                                      Vice President and Treasurer of the 
                                   general partner
                                      of the General Partner
                                      (Principal Financial and Accounting
                             Officer of Registrant)