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


                                    FORM 10-Q

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

For the quarterly period ended June 29, 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>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                          Table of Contents        


Balance Sheets as of June 29, 1997 (Unaudited) and March 30, 1997 (Unaudited)

Statements of Operations for the three months ended June 29, 1997
   (Unaudited) and June 29, 1996 (Unaudited).................................

Statements of Cash Flows for the three months ended
   June 29, 1997 (Unaudited) and June 29, 1996 (Unaudited)...................

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






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                                 BALANCE SHEETS
                        JUNE 29, 1997 AND MARCH 30, 1997
                                   (UNAUDITED)



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

Cash and cash equivalents                                                        $      121,937      $      284,108
Investments in bonds available-for-sale                                   2           3,080,788           2,883,959
Investment in local partnerships                                          3           7,035,750           7,382,178
Interest receivable                                                                      60,242              61,716
                                                                                ----------------     ----------------

                                                                                   $ 10,298,717        $ 10,611,961
                                                                                   ============        ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities
   Accounts payable and accrued expenses                                        $        81,980      $       91,237
   Payable to general partner                                                            87,728              43,861
                                                                                ---------------      ---------------

                                                                                        169,708             135,098
                                                                                 --------------      --------------

Commitments and contingencies                                             2

Partners' equity (deficit)
   General partner                                                                     (266,008)           (262,065)
   Limited partners (41,286 units of limited partnership interest
     outstanding)                                                                    10,235,086          10,625,435
   Unrealized gain on investments in bonds available-for-sale, net        2             159,931             113,493
                                                                                ---------------      ---------------

                                                                                     10,129,009          10,476,863
                                                                                  -------------       -------------

                                                                                   $ 10,298,717        $ 10,611,961
                                                                                   ============        ============

</TABLE>












                       See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 1997 AND 1996
                                   (UNAUDITED)



                                                                        Notes          1997                 1996
                                                                        -----    ----------------     ----------
REVENUE
<S>                                                                     <C>     <C>                  <C>

Interest                                                                          $      62,705        $      66,360
Other income from local partnership                                                       2,500
                                                                                 --------------       --------------

TOTAL REVENUE                                                                            65,205               66,360
                                                                                 --------------       --------------

EXPENSES

Administration fees                                                                      45,931               45,931
Management fee                                                                           43,867               43,867
Professional fees                                                                        21,601               16,525
Printing, postage and other                                                               9,170                6,258
                                                                                ---------------      ---------------

TOTAL EXPENSES                                                                          120,569              112,581
                                                                                 --------------       --------------

Loss from operations                                                                    (55,364)             (46,221)

Equity in loss of investment in local partnerships                        3            (338,928)            (467,398)
                                                                                  -------------        ------------- 

NET LOSS                                                                           $   (394,292)        $   (513,619)
                                                                                   ============         ============ 

NET LOSS ATTRIBUTABLE TO
   General partner                                                               $       (3,943)      $       (5,136)
   Limited partners                                                                    (390,349)            (508,483)
                                                                                  -------------        ------------- 

                                                                                   $   (394,292)        $   (513,619)
                                                                                   ============         ============ 

NET LOSS per unit of limited partnership interest
   (41,286 units of limited partnership interest)                               $         (9.45)      $       (12.32)
                                                                                ===============       ============== 

</TABLE>











                       See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 1997 AND 1996
                                   (UNAUDITED)

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

Interest received                                                                    $   67,573          $   75,349
Other income from local partnership                                                       2,500
Cash paid for
     administration fees                                                                (38,190)            (38,190)
     professional fees                                                                  (37,541)            (29,500)
     printing, postage and other expenses                                               (10,228)               (969)
                                                                                     ----------        ------------ 

Net cash provided by (used in) operating activities                                     (15,886)              6,690
                                                                                     ----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                                7,500              15,000
Maturity/redemption and sale of bonds                                                   103,432              75,000
Investment in bonds, includes $217 of accrued interest paid at
     purchase of investment                                                            (257,217)
                                                                                     ----------         ----------- 
Net cash provided by (used in) investing activities                                    (146,285)             90,000
                                                                                     ----------         -----------

Net increase (decrease) in cash and cash equivalents                                   (162,171)             96,690

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            $ 121,937           $ 493,810
                                                                                      =========           =========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds available-for-sale, net               $   46,438           $ (47,247)
                                                                                     ==========           ========= 


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

</TABLE>












                       See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    THREE MONTHS ENDED JUNE 29, 1997 AND 1996
                                   (UNAUDITED)



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

Net loss                                                                               $ (394,292)        $ (513,619)

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

   Equity in loss of investment in local partnerships                                     338,928            467,398
   Amortization of net premium on investments in bonds                                      7,253              7,755
   Accretion of zero coupon bonds                                                          (4,076)            (4,076)
   Increase in payable to general partner                                                  43,867             43,867
   Increase (decrease) in accounts payable and accrued expenses                            (9,257)                55
   Decrease in interest receivable, includes $217 of accrued interest paid
       at purchase of investment in bonds                                                   1,691              5,310
                                                                                    -------------       --------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                   $   (15,886)      $      6,690
                                                                                      ===========       =============

</TABLE>

























                       See Notes to Financial Statements.






<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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 June 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 months
     ended June 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 June 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
        Within one year                         $     75,000      $         160      $          --       $    75,160
        After one year through five years            182,618              1,888              (150)           184,356
        After five years through ten years           932,266              7,387            (3,345)           936,308
        After ten years                              101,434                --              (6,390)           95,044
                                                 -----------       -------------     -------------       -----------

                                                   1,291,318              9,435             (9,885)        1,290,868
                                                 -----------       ------------      -------------       -----------

      U.S. Treasury debt securities
        Within one year                              320,178              1,687            (2,219)           319,646
        After one year through five years            445,451             59,975                 --           505,426
        After five years through ten years           661,946            115,643                 --           777,589
                                                 -----------        -----------      -------------      ------------

                                                   1,427,575            177,305             (2,219)        1,602,661
                                                 -----------        -----------      -------------       -----------

      U.S. government and agency securities
        After ten years                              201,964                --            (14,705)           187,259
                                                ------------         -----------      ------------       ------------

                                                 $ 2,920,857         $  186,740       $   (26,809)       $ 3,080,788
                                                 ===========         ==========       ============        ===========
      </TABLE>


     In  connection  with an  agreement  with the first  mortgage  lender of the
     Cobbet   Hill   Associates   Limited   Partnership   (the   "Cobbet   Local
     Partnership"),  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 potential operating deficits 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 approximately $257,000,
     purchased in June 1997.





<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 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 March 31, 1997, the Local Partnerships have outstanding
     mortgage  loans  payable  totaling  approximately  $83,060,000  and accrued
     interest payable on such loans totaling approximately $5,391,000, which are
     secured by security  interests  and liens  common to mortgage  loans on the
     Local Partnerships' real property and other assets.

     For the  three  months  ended  June  29,  1997,  the  investment  in  Local
     Partnerships activity consists of the following:

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

           Equity in loss of investment in Local Partnerships for the
             three months ended March 31, 1997                                            (338,928)   (A)

           Cash distributions received from Local Partnerships during
             the three months ended June 29, 1997                                           (7,500)
                                                                                      ------------ 

           Investment in Local Partnerships as of June 29, 1997                       $  7,035,750
                                                                                      ============
        </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
         $864,539  and  $721,823  for the three  months ended March 31, 1997 and
         1996,  respectively,   as  reflected  in  the  combined  statements  of
         operations of the Local Partnerships reflected herein Note 3.

     The combined unaudited balance sheets of the Local Partnerships as of March
     31, 1997 and  December 31, 1996 and the combined  unaudited  statements  of
     operations of the Local  Partnerships  for the three months ended March 31,
     1997 and 1996 are reflected on pages 9 and 10, respectively.






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

3.   Investment in Local Partnerships (continued)

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

                                                                                      March 31,          December 31,
                                                                                         1997                 1996
                                                                                 -------------------  ---------------
      <S>                                                                          <C>                  <C>
      ASSETS

      Cash and other investments                                                   $    1,365,186      $    1,218,425
      Rental receivable                                                                   275,875             260,272
      Escrow deposits and reserves                                                      2,929,177           3,133,429
      Land                                                                              4,416,035           4,416,035
      Buildings and improvements (net of accumulated depreciation of
        $32,660,745 and $31,649,149)                                                   79,400,342          80,294,613
      Intangible assets (net of accumulated amortization of $861,682 and
        $836,753)                                                                       1,904,319           1,929,248
      Other                                                                             1,005,731             965,578
                                                                                  ---------------     ---------------

                                                                                     $ 91,296,665        $ 92,217,600
                                                                                     ============        ============

      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                       $   1,419,095       $   1,267,704
        Due to related parties                                                          5,060,780           5,291,779
        Mortgage loans                                                                 83,059,555          83,114,342
        Notes payable                                                                   1,008,001           1,009,368
        Accrued interest                                                                5,391,413           5,014,588
        Other                                                                           2,034,574           2,034,144
                                                                                  ---------------      --------------

                                                                                       97,973,418          97,731,925
                                                                                    -------------       -------------
      Partners' equity (deficit)

      American Tax Credit Properties L.P.
        Capital contributions, net of distributions                                    33,957,639          33,971,389
        Cumulative loss                                                               (26,914,389)        (26,575,461)
                                                                                     ------------        ------------ 

                                                                                        7,043,250           7,395,928
                                                                                   --------------      --------------
      General partners and other limited partners, including ATCP II
        Capital contributions, net of distributions                                       433,071             361,046
        Cumulative loss                                                               (14,153,074)        (13,271,299)
                                                                                    -------------        ------------ 

                                                                                      (13,720,003)        (12,910,253)

                                                                                       (6,676,753)         (5,514,325)

                                                                                     $ 91,296,665        $ 92,217,600
                                                                                     ============        ============
      </TABLE>





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



3.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the three months ended March 31, 1997 and 1996
     are as follows:

                                                                                        1997                1996
                                                                                   --------------      ------------
      <S>                                                                             <C>                  <C>

      REVENUE

      Rental                                                                        $  4,053,331        $  3,946,405
      Interest and other                                                                  52,851              53,786
                                                                                  --------------      --------------

      TOTAL REVENUE                                                                    4,106,182           4,000,191
                                                                                    ------------        ------------

      EXPENSES

      Administrative                                                                     603,519             578,688
      Utilities                                                                          434,406             414,238
      Operating, maintenance and other                                                   810,143             827,865
      Taxes and insurance                                                                526,660             518,144
      Interest (including amortization of $24,929 and $25,906)                         1,940,561           1,869,494
      Depreciation                                                                     1,011,596             990,475
                                                                                    ------------      --------------

      TOTAL EXPENSES                                                                   5,326,885           5,198,904
                                                                                    ------------       -------------

      NET LOSS                                                                      $ (1,220,703)       $ (1,198,713)
                                                                                     ===========         =========== 

      NET LOSS ATTRIBUTABLE TO
        American Tax Credit Properties L.P.                                         $   (338,928)      $    (467,398)
        General partners and other limited partners, including ATCP II,
           which includes $864,539 and $721,823 of American Tax Credit
           Properties L.P. loss in excess of investment                                 (881,775)           (731,315)
                                                                                    ------------       ------------- 

                                                                                     $(1,220,703)       $ (1,198,713)
                                                                                     ===========-       ============ 
      </TABLE>

     The combined results of operations of the Local  Partnerships for the three
     months ended March 31, 1997 are not  necessarily  indicative of the results
     that may be expected for an entire operating period.





<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 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  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  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.  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  for the three  months  ended June 29, 1997.
     However, 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 the 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.  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
     since  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







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


3.   Investment in Local Partnerships (continued)

     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.  Provided  that the  Bankruptcy  Court accepts the
     proposed plan of reorganization  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.

     The 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 31,  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>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of June 29, 1997,  Registrant  has not  experienced a  significant  change in
financial  condition as compared to March 30, 1997.  Principal changes in assets
are comprised of quarterly periodic transactions and adjustments and anticipated
equity  in loss from  operations  of the Local  Partnerships.  During  the three
months ended June 29, 1997,  Registrant received cash from interest earnings and
distributions from Local Partnerships and utilized cash for operating  expenses.
In addition,  Registrant received  approximately  $103,000 from the maturity and
sale of investments in bonds and purchased a bond in an amount of $257,217 which
includes  accrued  interest  of $217 paid at  purchase.  Such new bond serves as
collateral  for  a  standby  letter  of  credit  posted  on  behalf  of a  Local
Partnership.    Cash   and   cash   equivalents   and   investments   in   bonds
available-for-sale  increased, in the aggregate, by approximately $35,000 during
the three months ended June 29, 1997,  which increase  includes a net unrealized
gain recorded on investments in bonds of approximately $46,000, the amortization
of net premium on investments in bonds of approximately $7,000 and the accretion
of zero coupon bonds of approximately $4,000. During the three months ended June
29,  1997,  the  investment  in Local  Partnerships  decreased  as a  result  of
Registrant's  equity in the Local  Partnerships'  net loss for the three  months
ended March 31,  1997 of $338,928  and cash  distributions  received  from Local
Partnerships of $7,500.

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 three month
period ended March 31, 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.

The terms of the partnership  agreement of 4611 South Drexel Limited Partnership
(the "South Drexel Local Partnership")  require the Local General Partner of the
South Drexel Local  Partnership to cause the management  agent to defer property
management  fees in order to avoid a  default  under  the  mortgages.  The South
Drexel Local Partnership  incurred an operating deficit of approximately  $9,000
for the  three  month  period  ended  March 31,  1997  which  includes  property
management fees of approximately $4,000. Accordingly,  the net operating deficit
was  approximately  $5,000.  The Local General Partner of the South Drexel Local
Partnership has advances of approximately  $35,000 outstanding.  Of Registrant's
total annual  Low-income  Tax Credits,  approximately  1% is allocated  from the
South Drexel Local Partnership.







<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Grove Park  Housing,  A California  Limited  Partnership  (the "Grove Park Local
Partnership")  incurred an operating deficit of approximately $28,000 during the
three months ended March 31, 1997 due primarily to  unanticipated  repairs and a
temporary vacancy loss. The management agent of the Grove Park Local Partnership
reports improved operations during subsequent months.

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  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  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. 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
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.  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  since  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






<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

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.  Provided
that the Bankruptcy Court accepts the proposed plan of reorganization  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,  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.

Although  Cobbet  Hill  Associates   Limited   Partnership  (the  "Cobbet  Local
Partnership")  is  current  on its  mortgage  obligation  and does  not  reflect
operating deficits for the three months ended March 31, 1997, brick fell off the
parapet  of the  building  which  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 potential operating deficits. Registrant
has purchased a U.S.  Treasury bond in the amount of  approximately  $257,000 to
secure a  replacement  letter of  credit  (discussed  above).  The  repairs  are
expected to be completed in September 1997.

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  31, 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,  which  are  scheduled  to  expire
December 1998.

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 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,   regardless  of
Registrant's investment balances.






<PAGE>
                       AMERICAN TAX CREDIT PROPERTIES L.P.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)
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 June 29, 1997

For  the  three  months  ended  June  29,  1997,  Registrant  had a net  loss of
approximately $394,000,  which included an equity in loss of investment in Local
Partnerships  of  approximately  $339,000  for the three  months ended March 31,
1997. Registrant's loss from operations for the three months ended June 29, 1997
of  approximately  $55,000 was attributable to interest revenue of approximately
$63,000  and other  income from a Local  Partnership  of  approximately  $3,000,
exceeded by operating  expenses of  approximately  $121,000.  Nonrecognition  of
losses in excess of  Registrant's  investment  in  certain  Local  Partnership's
during the period was approximately $865,000.

The  Local  Partnerships'  net loss of  approximately  $1,221,000  for the three
months  ended March 31,  1997 was  attributable  to rental and other  revenue of
approximately $4,106,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,290,000 and approximately $1,037,000
of depreciation and amortization expenses.

Three Months Ended June 29, 1996

For  the  three  months  ended  June  29,  1996,  Registrant  had a net  loss of
approximately $514,000,  which included an equity in loss of investment in Local
Partnerships  of  approximately  $467,000  for the three  months ended March 31,
1996. Registrant's loss from operations for the three months ended June 29, 1996
of  approximately  $47,000 was attributable to interest revenue of approximately
$66,000,   exceeded   by   operating   expenses   of   approximately   $113,000.
Nonrecognition  of losses in excess of Registrant's  investment in certain Local
Partnerships during the period was approximately $722,000.

The  Local  Partnerships'  net loss of  approximately  $1,199,000  for the three
months  ended March 31,  1996 was  attributable  to rental and other  revenue of
approximately $4,000,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $4,183,000 and approximately $1,016,000
of depreciation and amortization expenses.

Three Months Ended June 29, 1997 v.
Three Months Ended June 29, 1996

Registrant's  operations  for the three months ended June 29, 1997 resulted in a
net loss of  approximately  $394,000 as compared to a net loss of  approximately
$514,000 for the three  months ended June 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  $128,000,  which is primarily the result of
the  increase  in  the  nonrecognition  of  losses  in  excess  of  Registrant's
investment  in Local  Partnerships  in  accordance  with the  equity  method  of
accounting.








<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 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 was filed in the United States District Court,  Southern
District of Florida (the "Court").  The suit alleges 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 seeks payment of the
difference  in rents  dating from 1988 to the present and  recovery of all legal
fees. The local general partner of the Federal Local Partnership  estimates that
the annual  difference in rents  resulting  from the  defendants'  procedures is
approximately $180,000. The Court had previously ruled that HUD acted within its
authority in denying  certain  change  orders  incurred in  connection  with the
development of the property owned by the Federal Local Partnership, but remanded
HUD to review the rent computations used in determining the base rent component.
The Court has since ruled in favor of HUD and the local  general  partner of the
Federal Local Partnership has filed an appeal in both rulings. The Federal Local
Partnership  is unable to determine  at this time the final  amounts that may be
recoverable from HUD and/or FLHA.

A  former  tenant  of Gulf  Shores  Apartments  Ltd.  (the  "Gulf  Shores  Local
Partnership") has brought suit against the Gulf Shores Local Partnership,  among
others,  in connection with an alleged  wrongful  eviction.  The former tenant's
suit,  which seeks 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 has the right to file for reinstatement of the suit within ninety days of
the dismissal. Although the ninety day period has elapsed, the Gulf Shores Local
Partnership  has reported that it has not been notified that the plaintiff filed
for  reinstatement  within  the  allotted  period  nor  that  the  suit has been
dismissed.

Registrant is not aware of any other material legal proceedings.





<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.  Although  remediation  is  underway  and  is  expected  to  be
         completed  during September 1997, the property will remain in technical
         default until the work is completed.

Item 6.  Exhibits and Reports on Form 8-K

         None



<PAGE>


                                   SIGNATURES


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



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

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

                                      by:  Richman Tax Credit Properties Inc.,
                                            general partner


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


Dated: August 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)