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, 2001
                               ------------------

                                       OR

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

For the transition period from ____________ to ____________

                         Commission file number: 0-17619


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

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

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

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

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

Yes   X   No   .
    ----    ---

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION
                                  ---------------------

Item 1. Financial Statements
        --------------------

Table of Contents                                                          Page
-----------------                                                          -----

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

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

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

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


                                       2
<PAGE>

<TABLE>
<CAPTION>

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

                                                         September 29,    March 30,
                                                 Notes      2001            2001
                                                 -----      ----            ----
ASSETS

<S>                                                     <C>             <C>
Cash and cash equivalents                               $   311,884     $    77,589

Investments in bonds                               2      1,730,957       1,827,390
Investment in local partnerships                   3      1,447,209       1,587,296
Interest receivable                                          41,412          45,265
                                                         ----------      ----------
                                                        $ 3,531,462     $ 3,537,540
                                                        ===========     ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                 $    28,659      $   56,896
  Payable to general partner and affiliates                 243,437          74,664
                                                          ---------         -------
                                                            272,096         131,560
                                                          ---------         -------

Commitments and contingencies                      3

Partners' equity (deficit)

  General partner                                          (334,241)       (332,730)
  Limited partners (41,286 units of limited
   partnership interest outstanding)                      3,480,029       3,629,627
  Accumulated other comprehensive income, net      2        113,578         109,083
                                                          ---------       ---------
                                                          3,259,366       3,405,980
                                                          ---------       ---------
                                                        $ 3,531,462      $3,537,540
                                                        ===========      ==========
</TABLE>


                       See Notes to Financial Statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

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

                                          Three        Six        Three
                                         Months       Months      Months      Six Months
                                         Ended        Ended       Ended        Ended
                                        September    September   September    September
                               Notes    29, 2001      29, 2001    29, 2000     29, 2000
                               -----    --------      --------    --------     --------
REVENUE

<S>                                  <C>          <C>         <C>          <C>
Interest                             $    37,324  $   77,067  $    45,755  $    93,478
Other income from local          3         6,250       6,250        6,250        6,250
partnerships                            --------      -------     -------      -------

TOTAL REVENUE                             43,574       83,317      52,005       99,728
                                        --------      -------     -------      -------

EXPENSES

Administration fees                       45,931       91,862      45,931       91,862
Management fee                            43,867       87,734      43,867       87,734
Professional fees                         15,714       28,941       9,149       21,395
Printing, postage and other                8,327       13,245         522       10,351
                                        --------      -------     -------      -------
TOTAL EXPENSES                           113,839      221,782      99,469      211,342
                                        --------      -------     -------      -------
Loss from operations                     (70,265)    (138,465)    (47,464)    (111,614)

Equity in income (loss) of
  investment in local            3        18,852      (12,644)   (475,486)    (714,864)
  partnerships                          --------      -------     -------      -------

NET LOSS                                 (51,413)    (151,109)   (522,950)    (826,478)
                                         =======     ========    ========     ========
Other comprehensive income       2        24,890        4,495      14,099       10,901

COMPREHENSIVE LOSS                   $   (26,523) $  (146,614) $ (508,851) $  (815,577)
                                         =======    ========     ========     ========

NET LOSS ATTRIBUTABLE TO

  General partner                    $      (514) $    (1,511) $   (5,230) $    (8,265)
  Limited partners                       (50,899)    (149,598)   (517,720)    (818,213)
                                         -------     --------    --------      -------

                                     $   (51,413) $  (151,109) $ (522,950) $  (826,478)
                                         =======     ========     =======      =======
NET LOSS per unit of limited
  partnership interest
  (41,286 units of limited           $     (1.23) $    (3.62)  $   (12.54) $    (19.82)
  partnership interest)                   =======    =======       ======      =======
</TABLE>


                       See Notes to Financial Statements.


                                       4
<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 2001 AND 2000
                                   (UNAUDITED)

                                                               2001          2000
                                                               ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                      <C>            <C>
Interest received                                        $   85,699     $  99,062
Cash paid for
   administration fees                                      (10,823)       (8,659)
   professional fees                                        (51,539)      (43,385)
   printing, postage and other expenses                     (18,884)       (8,551)
                                                          ----------     ---------

Net cash provided by operating activities                     4,453        38,467
                                                          ----------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                            (29,068)     (125,914)
Cash distributions and other income from local               162,761        22,925
partnerships
Investments in bonds (includes accrued interest of          (260,851)     (256,438)
$1,636 and $482)
Maturities/redemptions of bonds                              357,000       407,000
                                                          ----------     ---------
Net cash provided by investing activities                    229,842        47,573
                                                          ----------     ---------

Net increase in cash and cash equivalents                    234,295        86,040

Cash and cash equivalents at beginning of period              77,589         61,363
                                                          ----------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $311,884      $ 147,403
                                                          ==========      =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds, net                $  4,495      $  10,901
                                                          ==========      =========
</TABLE>

================================================================================

See reconciliation of net loss to net cash provided by operating activities on
page 6.


                       See Notes to Financial Statements.


                                       5
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  SIX MONTHS ENDED SEPTEMBER 29, 2001 AND 2000
                                   (UNAUDITED)

                                                          2001           2000
                                                          ----           ----
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
  OPERATING ACTIVITIES

Net loss                                               $(151,109)    $ (826,478)

Adjustments to reconcile net loss to net cash
  provided by operating activities

   Equity in loss of investment in local
   partnerships                                           12,644        714,864
   Distributions from local partnerships
   classified as other income                             (6,250)       (6,250)
   Amortization of net premium on investments in
   bonds                                                  11,305        12,930
   Accretion of zero coupon bonds                         (8,162)       (8,162)
   Decrease in interest receivable                         5,489           816
   Decrease in accounts payable and accrued
   expenses                                              (28,194)      (20,190)
   Increase in payable to general partner and            168,730       170,937
   affiliates

NET CASH PROVIDED BY OPERATING ACTIVITIES              $   4,453     $  38,467
                                                       =========     =========


                       See Notes to Financial Statements.


                                       6
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 2001
                                   (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, 2001 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, 2001 are not necessarily indicative of the
   results that may be expected for the entire year.

   Certain prior period Local Partnership balances in Note 3 have been
   reclassified to conform to the current period presentation.


2. Investments in Bonds

   As of September 29, 2001, certain information concerning investments in bonds
   is as follows:
<TABLE>
<CAPTION>

                                                        Gross          Gross
                                         Amortized    unrealized     unrealized     Estimated
   Description and maturity                 cost        gains          losses       fair value
   ------------------------             ---------     -----------    ----------    ----------

Corporate debt securities
<S>                                     <C>           <C>            <C>            <C>
  After one year through five years     $   217,176   $     8,098    $    (1,856)   $   223,418
  After five years through ten years          4,177           380           --            4,557
                                          ---------    ----------     ----------     ----------
                                            221,353         8,478         (1,856)       227,975
                                          ---------    ----------     ----------     ----------
U.S. Treasury debt securities
  Within one year                           497,378         6,832           (283)       503,927
  After one year through five years         627,933        87,240           --          715,173
                                          ---------    ----------     ----------     ----------
                                          1,125,311        94,072           (283)     1,219,100
                                          ---------    ----------     ----------     ----------

U.S. government and agency securities
  After five years through ten years        270,715        13,167           --          283,882
                                          ---------    ----------     ----------     ----------
                                        $ 1,617,379   $   115,717    $    (2,139)   $ 1,730,957
                                          =========    ==========     ==========     ==========
</TABLE>

   The Partnership has provided collateral for a standby letter of credit in the
   amount of $242,529 issued in connection with Cobbet Hill Associates Limited
   Partnership ("Cobbet") under the terms of the financing documents whereby the
   lender has required security for future operating deficits, if any, of
   Cobbet. The letter of credit is secured by investments in bonds of
   approximately $258,000. As of November 10, 2001, no amounts have been drawn
   under the terms of the letter of credit.


                                       7
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships

   The Partnership originally acquired limited partnership interests in Local
   Partnerships representing capital contributions in the aggregate amount of
   $35,042,777, which includes advances made to certain Local Partnerships. As
   of June 30, 2001, the Local Partnerships have outstanding mortgage loans
   payable totaling approximately $71,989,000 and accrued interest payable on
   such loans totaling approximately $4,422,000, 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, 2001, the investment in local
   partnerships activity consists of the following:

          Investment in local partnerships as of March        $ 1,587,296
            30, 2001

          Equity in loss of investment in local                   (12,644) *
            partnerships

          Cash distributions received from Local                 (162,761)
            Partnerships

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

          Advances to Local Partnerships                           29,068
                                                               ----------
          Investment in local partnerships as of               $1,447,209
            September 29, 2001                                 ==========

   *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 $1,745,506 for
    the six months ended June 30, 2001 as reflected in the combined statement of
    operations of the Local Partnerships reflected herein Note 3.

   The combined unaudited balance sheets of the Local Partnerships as of June
   30, 2001 and December 31, 2000 and the combined unaudited statements of
   operations of the Local Partnerships for the three and six month periods
   ended June 30, 2001 and 2000 are reflected on pages 9 and 10, respectively.


                                       8
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of June 30, 2001 and
   December 31, 2000 are as follows:

<TABLE>
<CAPTION>

                                                          June 30,     December 31,
                                                            2001          2000
                                                            ----          ----
   ASSETS

<S>                                                      <C>           <C>
   Cash and cash equivalents                             $ 618,630     $1,074,364
   Rents receivable                                        228,309        273,522
   Escrow deposits and reserves                          3,162,300      2,848,934
   Land                                                  3,850,061      3,850,061
   Buildings and improvements (net of accumulated
     depreciation of $46,404,765 and $44,487,757)       60,543,018     62,267,223
   Intangible assets (net of accumulated amortization
     of $746,698 and $713,563)                           1,598,215      1,631,350
   Other assets                                            944,217      1,052,996
                                                       -----------    -----------
                                                       $70,944,750    $72,998,450
   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

   Liabilities

     Accounts payable and accrued expenses              $1,318,922     $1,229,514
     Due to related parties                              5,476,336      5,611,676
     Mortgage loans                                     71,988,585     72,172,107
     Notes payable                                       1,043,608      1,058,608
     Accrued interest                                    4,421,777      4,326,235
     Other liabilities                                     326,022        335,650
                                                       -----------    -----------
                                                        84,575,250     84,733,790
   Partners' equity (deficit)

     American Tax Credit Properties L.P.
       Capital contributions, net of distributions      33,990,633     34,079,578
       Cumulative loss                                 (31,616,880)   (31,604,236)
                                                       -----------    -----------
                                                         2,373,753      2,475,342
                                                       -----------    -----------
     General partners and other limited partners
       Capital contributions, net of distributions         391,416        391,416
       Cumulative loss                                 (16,395,669)   (14,602,098)

                                                       (16,004,253)   (14,210,682)
                                                       -----------    -----------
                                                       (13,630,500)   (11,735,340)
                                                       -----------    -----------
                                                        $70,944,750   $72,998,450
                                                        ===========   ===========
</TABLE>


                                       9
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2001
                                   (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, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>

                                      Three Months   Six Months    Three Months   Six Months
                                         Ended        Ended           Ended         Ended
                                        June 30,     June 30,        June 30,      June 30,
                                         2001          2001           2000          2000
                                         ----          ----           ----          ----
 REVENUE

<S>                                 <C>            <C>            <C>            <C>
Rental                              $ 3,933,125    $ 7,722,619    $ 3,714,504    $ 7,540,688
Interest and other                       62,657        128,870         29,767        156,434
                                     ----------     ----------     ----------     ----------
TOTAL REVENUE                         3,995,782      7,851,489      3,744,271      7,697,122
                                     ----------     ----------     ----------     ----------
EXPENSES

Administrative                          538,885      1,111,516        477,533      1,038,424
Utilities                               309,597        835,059        363,319        716,738
Operating and maintenance               857,547      1,688,767        945,604      1,841,002
Taxes and insurance                     458,972        895,978        443,920        893,548
Financial                             1,590,689      3,173,369      1,602,391      3,209,550
Depreciation and amortization           974,857      1,953,015        968,233      1,936,247
                                     ----------     ----------     ----------     ----------

TOTAL EXPENSES                        4,730,547      9,657,704      4,801,000      9,635,509
                                     ----------     ----------     ----------     ----------

NET LOSS                            $  (734,765)   $(1,806,215)   $(1,056,729)   $(1,938,387)
                                     ==========     ==========     ==========     ==========
NET EARNINGS (LOSS)
   ATTRIBUTABLE TO

  American Tax Credit Properties
   L.P                              $    18,852    $   (12,644)   $  (475,486)   $  (714,864)
  General partners and other
   limited partners, which
   includes $731,806, $1,745,506,
   $558,938 and $1,181,925 of
   Partnership loss in excess of
   investment                          (753,617)    (1,793,571)      (581,243)    (1,223,523)
                                       --------     ----------      ---------     ----------

                                    $  (734,765)   $(1,806,215)   $(1,056,729    $(1,938,387)
                                      =========     ==========      =========     ==========
</TABLE>

The combined results of operations of the Local Partnerships for the three and
six month periods ended June 30, 2001 are not necessarily indicative of the
results that may be expected for an entire operating period.


                                       10
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

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


4. Additional Information

   Additional information, including the audited March 30, 2001 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, 2001 on file with the Securities and
   Exchange Commission.


                                       11
<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

Material Changes in Financial Condition
---------------------------------------

As of September 29, 2001, American Tax Credit Properties L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2001. Principal changes in assets are comprised of periodic
transactions and adjustments and anticipated equity in loss from operations of
the local partnerships (the "Local Partnerships") which own low-income
multifamily residential complexes (the "Properties") which qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). During the six months ended September 29, 2001,
Registrant received cash from interest revenue, maturities/redemptions of bonds
and distributions from Local Partnerships and utilized cash for operating
expenses, investments in bonds and investments in a Local Partnership (see Local
Partnership Matters below). Cash and cash equivalents and investments in bonds
increased, in the aggregate, by approximately $138,000 during the six months
ended September 29, 2001 (which includes a net unrealized gain on investments in
bonds of approximately $4,000, amortization of net premium on investments in
bonds of approximately $11,000 and accretion of zero coupon bonds of
approximately $8,000). Notwithstanding circumstances that may arise in
connection with the Properties, Registrant does not expect to realize
significant gains or losses on its investments in bonds, if any. During the six
months ended September 29, 2001, 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, 2001 of $12,644 and cash distributions received from
Local Partnerships of $156,511 (exclusive of distributions from Local
Partnerships of $6,250 classified as other income), partially offset by
investments in a Local Partnership of $29,068 (see discussion below under Local
Partnership Matters). Payable to general partner and affiliates in the
accompanying balance sheet as of September 29, 2001 represents accrued
management and administration fees.


Results of Operations
---------------------

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

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

Registrant's operations for the three months ended September 29, 2001 and 2000
resulted in net losses of $51,413 and $522,950, respectively. The decrease in
the loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $494,000, resulting from an increase in
the nonrecognition of losses in accordance with the equity method of accounting
and a decrease in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance. Other comprehensive income
for the three months ended September 29, 2001 and 2000 resulted from a net
unrealized gain on investments in bonds of $24,890 and $14,099, respectively.

                                       12
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

The Local Partnerships' net loss of approximately $735,000 for the three months
ended June 30, 2001 was attributable to rental and other revenue of
approximately $3,996,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $3,756,000 and approximately
$975,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,057,000 for the three months ended June 30, 2000 was
attributable to rental and other revenue of approximately $3,744,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $3,833,000 and approximately $968,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 2001 are not necessarily indicative of the
results that may be expected in future periods.

Registrant's operations for the six months ended September 29, 2001 and 2000
resulted in net losses of $151,109 and $826,478, respectively. The decrease in
the loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $702,000, resulting from an increase in
the nonrecognition of losses in accordance with the equity method of accounting
and a decrease in the net operating losses of those Local Partnerships in which
Registrant continues to have an investment balance. Other comprehensive income
for the six months ended September 29, 2001 and 2000 resulted from a net
unrealized gain on investments in bonds of $4,495 and $10,901, respectively.

The Local Partnerships' net loss of approximately $1,806,000 for the six months
ended June 30, 2001 was attributable to rental and other revenue of
approximately $7,851,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $7,704,000 and approximately
$1,953,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,938,000 for the six months ended June 30, 2000 was
attributable to rental and other revenue of approximately $7,697,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $7,699,000 and approximately $1,936,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2001 are not necessarily indicative of the results
that may be expected in future periods.

Local Partnership Matters
-------------------------

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

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

                                       13
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

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

under applicable HUD guidelines. In addition, two Local Partnerships have
entered into restructuring agreements, resulting in both a lower rent subsidy
and lower mandatory debt service with no anticipated adverse impact to the
operating results of the Properties.

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments that 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 September 29, 2001, revenue
from operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Most of the Local Partnerships
are effectively operating at or above break even levels, although certain Local
Partnerships' operating information reflects operating deficits that do not
represent cash deficits due to their mortgage and financing structure and the
required deferral of property management fees. However, as discussed below,
certain Local Partnerships' operating information indicates below break even
operations after taking into account their mortgage and financing structure and
any required deferral of property management fees.

4611 South Drexel Limited Partnership ("South Drexel") reported an operating
deficit of approximately $24,000 for the six months ended June 30, 2001 due to
vacancies resulting from deferred unit maintenance and associated required
capital improvements. As of September 29, 2001, Registrant has advanced
approximately $326,000, of which approximately $29,000 was advanced during the
six months then ended, and it is expected that Registrant will make additional
advances to make needed capital improvements to the Property in an effort to
achieve stabilized occupancy. Payments on the mortgage and real estate taxes are
current. Registrant's investment balance in South Drexel, after cumulative
equity losses, became zero during the year ended March 30, 1996. South Drexel
generated approximately $1.7 per Unit per year of credits to the limited
partners upon the expiration of its Low-income Tax Credit allocation in 1999.

The terms of the partnership agreement of Golden Gates Associates, L.P. ("Golden
Gates") require the management agent to defer property management fees in order
to avoid a default under the mortgage. Golden Gates reported an operating
deficit of approximately $58,000 for the six months ended June 30, 2001, which
includes property management fees of approximately $14,000. Payments on the
mortgage and real estate taxes are current. Registrant's investment balance in
Golden Gates, after cumulative equity losses, became zero during the year ended
March 30, 1994. Golden Gates generated approximately $4.2 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 1998.

Cobbet Hill Associates Limited Partnership ("Cobbet") was originally financed
with a first mortgage with mandatory monthly payment terms with the
Massachusetts Housing Finance Agency) ("MHFA") and a second mortgage with MHFA
under the State Housing Assistance for Rental Production Program (the "SHARP
Operating Loan") whereby proceeds would be advanced monthly as an operating
subsidy (the "Operating Subsidy Payments"). The terms of the SHARP Operating
Loan called for declining Operating Subsidy Payments over its term (not more
than 15 years). However, due to the economic condition of the Northeast region
in the early 1990's, MHFA instituted an operating deficit loan (the "ODL")
program that supplemented the scheduled reduction in the Operating Subsidy
Payments. Effective October 1, 1997, MHFA announced its intention to eliminate
the ODL program, such that Cobbet no longer receives the ODL, without which
Cobbet is unable to make the full Mandatory Debt Service payments on its first
mortgage. MHFA notified Cobbet and, to the Local General Partners' knowledge,
other ODL recipients as well, that MHFA considers such mortgages to be in
default. MHFA adopted a plan to recapitalize several of the ODL program
properties with funds to be contributed from the admission of a new limited
partner, and MHFA commissioned an institutional broker (the "Broker") to
identify such a new limited partner. However, MHFA communicated with Cobbet
(confirmed by letter dated February 7, 2000) that Cobbet was not included in
MHFA's recapitalization program because Cobbet is party to a project based
Section 8 contract. However, MHFA communicated that Cobbet was free to identify
a new limited partner, independent of MHFA's process, with the intention similar
to that of the recapitalization plan. In the February 7, 2000 letter, MHFA
provided Cobbet until March 3, 2000 to notify MHFA of its desire to modify its
mortgage loan by paying the required fee (which as a practical matter would
require a recapitalization investor) and made no reference in the letter to the
previous discussion in which MHFA indicated that Cobbet could locate a separate
recapitalization investor. Cobbet replied to MHFA, indicating its desire to
locate a recapitalization investor. The Local General Partners contacted the
Broker, which indicated that a private

                                       14
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

investor may be interested in a recapitalization plan for Cobbet. On August 7,
2000, the General Partners of Cobbet met with MHFA to discuss future capital
improvements. A contribution payment of $300,000 was offered by Registrant,
utilizing Registrant and Local General Partner funds, to help fund the capital
improvements. $150,000 has been advanced by Registrant as of March 30, 2001,
with $50,000 to be advanced annually thereafter. MHFA approved all of the items
on the agenda and indicated a strong interest in pursuing a recapitalization of
Cobbet. In January 2001, MHFA notified Cobbet in writing as to whether Cobbet
was willing to participate in another recapitalization plan (notwithstanding
Cobbet's project based Section 8 contract) which MHFA may pursue and in February
2001 Cobbet replied to MHFA that it is so interested. Later in 2001, MHFA
notified Cobbet that it would not be included in the current proposed
recapitalization plan. However, pursuant to subsequent correspondence, MHFA
indicated that it would be interested in reviewing a separate proposal if Cobbet
could identify an investor. If such a plan were implemented, such new limited
partner would receive a substantial portion of the annual allocation of Cobbet's
tax losses upon such partner's admission, plus cash flows and residuals, if any.
Registrant and the Local General Partners would retain a sufficient interest in
Cobbet to avoid recapture of Low-income Tax Credits. There can be no assurance
that a plan will be implemented, and if not, MHFA is likely to retain its rights
under the loan documents. The future financial viability of Cobbet is highly
uncertain. The Property's historic tax credit was allocated in 1988 and all of
the Low-income Tax Credits were allocated since 1989. Registrant's investment
balance in Cobbet, after cumulative equity losses, became zero during the year
ended March 30, 1994. Cobbet generated approximately $19.2 per Unit per year of
credits to the limited partners upon the expiration of its Low-income Tax Credit
allocation in 1999.


Item 3.  Quantitative and Qualitative Disclosure about Market Risk
         ---------------------------------------------------------

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2007, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.


                                       15
<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                           Part II - OTHER INFORMATION
                                     -----------------

Item 1.     Legal Proceedings
            -----------------

Registrant is not aware of any material legal proceedings.

Item 2.     Changes in Securities
            ---------------------

            None

Item 3.     Defaults Upon Senior Securities
            -------------------------------

            None; see Item 5 regarding mortgage defaults of a Local Partnership.

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

            None

Item 5.     Other Information
            -----------------

      As discussed in Part I, Item 2 - Management's Discussion and Analysis of
      Financial Condition and Results of Operations, Cobbet Hill Associates
      Limited Partnership ("Cobbet") is unable to make the full mandatory debt
      service payments on its first mortgage as a result of the lender's
      elimination of its operating deficit loan program. The lender has notified
      Cobbet that the lender considers such mortgages to be in default.

Item 6.     Exhibits and Reports on Form 8-K
            --------------------------------

            None


                                       16
<PAGE>

                                   SIGNATURES


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


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

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

                                    by: Richman Tax Credit Properties Inc.,
                                        general partner


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


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


                                       17