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, 2000

                                       OR

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

For the transition period from___________________ to ____________

                         Commission file number: 0-17619


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

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

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

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

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

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


Table of Contents                                                         Page

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

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

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

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


                                       2

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                      June 29,           March 30,
                                                                          Notes         2000               2000
                                                                          -----         ----               ----
ASSETS

<S>                                                                         <C>   <C>                <C>
Cash and cash equivalents                                                   2     $    316,167       $      61,363
Investments in bonds available-for-sale                                     2        1,993,188           2,255,521
Investment in local partnerships                                            3        2,404,844           2,595,453
Interest receivable                                                                     40,415              49,489
                                                                                  ------------       -------------
                                                                                  $  4,754,614       $   4,961,826
                                                                                  ============       =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                               $62,307             $52,548
   Payable to general partner                                                          164,414              74,659
                                                                                  ------------       -------------

                                                                                       226,721             127,207
                                                                                  ------------       -------------
Commitments and contingencies                                               3

Partners' equity (deficit)

   General partner                                                                    (321,081)           (318,046)
   Limited partners (41,286 units of limited partnership
     interest outstanding)                                                        ---------------        5,083,367
                                                                                     4,782,874
   Accumulated other comprehensive income, net                              2           66,100              69,298
                                                                                  ------------       -------------

                                                                                     4,527,893           4,834,619
                                                                                  ------------       -------------

                                                                                  $  4,754,614       $   4,961,826
                                                                                  ============       =============

                       See Notes to Financial Statements.
</TABLE>

                                       3

<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                    Notes         2000                  1999
                                                                    -----         ----                  ----
REVENUE

<S>                                                                  <C>      <C>                  <C>
Interest                                                                      $    47,723          $    47,769
Other income from local partnerships                                  3                -                 7,500
                                                                              -----------         ------------

TOTAL REVENUE                                                                      47,723               55,269
                                                                              -----------         ------------
EXPENSES

Administration fees                                                                45,931               45,931
Management fee                                                                     43,867               43,867
Professional fees                                                                  12,246               56,715
Printing, postage and other                                                         9,829                9,284
                                                                              -----------         ------------

TOTAL EXPENSES                                                                    111,873              155,797
                                                                              -----------         ------------

Loss from operations                                                              (64,150)            (100,528)

Equity in loss of investment in local partnerships                    3          (239,378)            (203,917)
                                                                              -----------         ------------

NET LOSS                                                                         (303,528)            (304,445)

Other comprehensive loss, net                                         2            (3,198)             (55,232)
                                                                              -----------         ------------

COMPREHENSIVE LOSS                                                            $  (306,726)        $   (359,677)
                                                                              ===========         ============

NET LOSS ATTRIBUTABLE TO

   General partner                                                            $    (3,035)        $     (3,044)
   Limited partners                                                              (300,493)            (301,401)
                                                                              -----------         ------------
                                                                              $  (303,528)        $   (304,445)
                                                                              ===========         ============
NET LOSS per unit of limited partnership interest
   (41,286 units of limited partnership interest)                             $     (7.28)        $      (7.30)
                                                                              ===========         ============


                       See Notes to Financial Statements.
</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                            2000              1999
                                                                            ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                        <C>             <C>
Interest received                                                          58,931          $   60,202
Cash paid for
     administration fees                                                      -               (38,191)
     professional fees                                                        -               (80,135)
     printing, postage and other expenses                                 (12,358)             (9,284)
                                                                       ----------           ---------

Net cash provided by (used in) operating activities                        46,573             (67,408)
                                                                       ----------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships                16,675              12,500
Advances to Local Partnerships                                            (65,444)
Investments in bonds (includes $386 of accrued interest in 1998)                             (257,558)
Maturities/redemptions of bonds                                           257,000             284,180
                                                                       ----------           ---------

Net cash provided by (used in) investing activities                       208,231              39,122
                                                                       ----------           ---------

Net increase in cash and cash equivalents                                 254,804             (28,286)

Cash and cash equivalents at beginning of period                           61,363              86,232
                                                                       ----------           ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $ 316,167           $  57,946
                                                                        =========           =========
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized loss on investments in bonds available-for-sale, net         $  (3,198)          $ (55,232)
                                                                        =========           =========
</TABLE>


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


                       See Notes to Financial Statements.


                                       5

<PAGE>
<TABLE>
<CAPTION>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                                  2000               1999
                                                                                  ----               ----
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY
   (USED IN) OPERATING ACTIVITIES

<S>                                                                           <C>                <C>
Net loss                                                                      $    (303,528)     $   (304,445)

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

   Equity in loss of investment in local partnerships                               239,378           203,917
    Distributions from local partnerships classified as other income                                   (7,500)
   Amortization of net premium on investments in bonds                                6,194             6,845
   Accretion of zero coupon bonds                                                    (4,059)           (4,059)
   Increase in payable to general partner                                            89,755            43,867
   Increase (decrease) in accounts payable and accrued expenses                       9,759           (15,680)
   Decrease in interest receivable                                                    9,074             9,647
                                                                              -------------      ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           $      46,573      $    (67,408)
                                                                              =============      ============
</TABLE>


                       See Notes to Financial Statements.


                                       6

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 2000
                                   (UNAUDITED)

1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited  information.  In the opinion of the General Partner, the
     financial  statements  include all adjustments  necessary to present fairly
     the  financial  position as of June 29, 2000 and the results of  operations
     and cash flows for the interim periods presented.  All adjustments are of a
     normal  recurring  nature.  The results of operations  for the three months
     ended June 29, 2000 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, 2000, certain  information  concerning  investments in bonds
available-for-sale is as follows:
<TABLE>
<CAPTION>

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

<S>                                    <C>            <C>           <C>             <C>
Corporate debt securities
  After one year through five years     $   352,749   $      --      $      (823)   $   351,926
  After five years through ten years        336,921          --          332,965         (3,956)
                                        -----------    ----------    -----------    -----------

                                            689,670          --           (4,779)       684,891
                                        -----------    ----------    -----------    -----------
U.S. Treasury debt securities
  Within one year                           101,697         3,850           --          105,547

  After one year through five years         885,389        85,072           --          970,461
                                        -----------    ----------    -----------    -----------

                                            987,086        88,922           --        1,076,008
                                        -----------    ----------    -----------    -----------
U.S. government and agency securities
  After five years through ten years        250,332          --          (18,043)       232,289
                                        -----------    ----------    -----------    -----------

                                        $ 1,927,088    $   88,922    $   (22,822)   $ 1,993,188
                                        ===========    ==========    ===========    ===========
</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 restricted cash and cash
     equivalents of  approximately  $257,000.  As of August 10, 2000, 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)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The Partnership  originally acquired limited partnership interests in Local
     Partnerships  representing capital contributions in the aggregate amount of
     $34,520,823.  As of March 31, 2000, the Local Partnerships have outstanding
     mortgage  loans  payable  totaling  approximately  $72,496,000  and accrued
     interest payable on such loans totaling approximately $4,039,000, 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,  2000,  the  investment  in  Local
Partnerships activity consists of the following:

          Investment in Local Partnerships as of March 30, 2000    $ 2,595,453

          Equity in loss of investment in local partnerships          (239,378)*

          Cash distributions received from Local Partnerships          (16,675)

          Advances to local partnerships                                65,444

          Investment in Local Partnerships as of June 29, 2000      $2,404,844
                                                                    ==========

     * 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
       $554,892  for the three  months  ended March 31, 2000 as reflected in the
       combined  statement of  operations  of the Local  Partnerships  reflected
       herein Note 3.

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


                                       8

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined balance sheets of the Local  Partnerships as of March 31, 2000
and December 31, 1999 are as follows:
<TABLE>
<CAPTION>

                                                                                 March 31,          December 31,
                                                                                   2000                 1999
                                                                                   ----                 ----
    ASSETS

<S>                                                                           <C>                  <C>
    Cash and cash equivalents                                                 $   1,426,778        $   1,459,390
    Rents receivable                                                                317,297              301,752
    Escrow deposits and reserves                                                  3,076,477            3,044,082
    Land                                                                          3,850,061            3,850,061
    Buildings and improvements (net of accumulated depreciation
      of $41,618,364 and $40,669,508)                                            64,462,935           65,367,834
    Intangible assets (net of accumulated amortization of $663,629
      and $647,133)                                                               1,681,285            1,697,780
    Other                                                                           950,497              829,251
                                                                              -------------        -------------

                                                                              $  75,765,330        $  76,550,150
                                                                              =============        =============
    LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

    Liabilities

      Accounts payable and accrued expenses                                   $   1,414,989        $   1,436,510
      Due to related parties                                                      5,359,785            5,238,017
      Mortgage loans                                                             72,495,576           72,661,234
      Notes payable                                                               1,084,607            1,086,384
      Accrued interest                                                            4,038,848            3,920,983
      Other                                                                         448,027              318,438
                                                                              -------------        -------------

                                                                                 84,841,832           84,661,566
                                                                              -------------        -------------
    Partners' equity (deficit)

      American Tax Credit Properties L.P.
         Capital contributions, net of distributions                             33,892,000           33,975,428
         Cumulative loss                                                        (30,616,288)         (30,376,910)
                                                                              -------------        -------------

                                                                                  3,275,712            3,598,518
                                                                              -------------        -------------
      General partners and other limited partners, including
         ATCP II Capital contributions, net of distributions                        509,267              509,267
         Cumulative loss                                                        (12,861,481)         (12,219,201)
                                                                              -------------        -------------

                                                                                (12,352,214)         (11,709,934)
                                                                              -------------        -------------

                                                                                 (9,076,502)          (8,111,416)
                                                                              -------------        -------------
                                                                              $  75,765,330        $  76,550,150
                                                                              =============        =============
</TABLE>

                                       9

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     three months ended March 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                                                              2000                1999
                                                                              ----                ----
    REVENUE

<S>                                                                        <C>                <C>
    Rental                                                                 $   3,830,624      $   3,794,930
    Interest and other                                                           102,090             58,536
                                                                           -------------       ------------
    TOTAL REVENUE                                                              3,932,714          3,853,466
                                                                           -------------       ------------

    EXPENSES

    Administrative                                                               542,340            541,047
    Utilities                                                                    353,419            329,335
    Operating, maintenance and other                                             893,812            718,659
    Taxes and insurance                                                          449,628            431,880
    Financial (including amortization of $16,496 and $16,573)                  1,623,655          1,615,788
    Depreciation                                                                 951,518            947,476
                                                                           -------------      -------------

    TOTAL EXPENSES                                                             4,814,372          4,584,185
                                                                           -------------      -------------

    NET LOSS                                                               $    (881,658)     $    (730,719)
                                                                           =============      =============

    NET LOSS ATTRIBUTABLE TO

      American Tax Credit Properties L.P.                                  $    (239,378)     $    (203,917)
      General partners and other limited partners, including ATCP II,
         which includes $622,987 and $515,514 of Partnership loss in
         excess of investment                                                   (642,280)          (526,802)
                                                                           -------------      -------------

                                                                               $(881,658)     $    (730,719)
                                                                           =============      =============
</TABLE>

     The combined results of operations of the Local  Partnerships for the three
     months ended March 31, 2000 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)
                                  JUNE 29, 2000
                                   (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  which  supplemented  the scheduled
reduction in the Operating  Subsidy  Payments.  Effective  October 1, 1997, MHFA
announced its intention to eliminate the ODL program, such that Cobbet no longer
receives the ODL, without which Cobbet is unable to make the full mandatory debt
service  payments on its first  mortgage.  MHFA has notified  Cobbet and, to the
Local General  Partners'  knowledge,  other ODL  recipients  as well,  that MHFA
considers such mortgages to be in default.  MHFA has recently  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 has  commissioned  an
institutional  broker (the  "Broker")  to identify  such a new limited  partner.
However,  MHFA has communicated  with Cobbet (confirmed by letter dated February
7, 2000) that Cobbet has not been  included in MHFA's  current  recapitalization
program because Cobbet is party to a project based Section 8 contract.  However,
MHFA has  communicated  that Cobbet is 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 has replied to MHFA, indicating its desire to
locate a  recapitalization  investor.  The Local General Partners have contacted
the Broker,  which has indicated that a private  investor may be interested in a
recapitalization  plan for Cobbet.  On August 7, 2000,  the General  Partners of
Cobbett met with MHFA to discuss  future  capital  improvements.  A contribution
payment of $300,000 by the Partnership to help fund the capital improvements and
the proposed  recapitalization  was encouraged by MHFA. MHFA approved all of the
items on the agenda and was strongly encouraging  concerning their participation
in the recapitalization plan. 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.

The  Partnership  advanced  $65,444 during the three month period ended June 29,
2000 to  South  Drexel  to fund  an  operating  deficit  which  includes  making
necessary  capital  improvements to the property and keeping  mortgage  payments
current.  The advance has been recorded as investment in local  partnerships  in
the accompanying balance sheet as of June 29, 2000.

4.   Additional Information

     Additional  information,  including  the audited  March 30, 2000  Financial
     Statements  and  the  Organization,  Purpose  and  Summary  of  Significant
     Accounting Policies, is included in the Partnership's Annual Report on Form
     10-K for the fiscal year ended  March 30, 2000 on file with the  Securities
     and Exchange Commission.


                                       11

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Material Changes in Financial Condition

As of June 29, 2000,  American Tax Credit Properties L.P. (the "Registrant") has
not experienced a significant change in financial condition as compared to March
30, 2000. Principal changes in assets are comprised of periodic transactions and
adjustments  and  anticipated  equity  in  loss  from  operations  of the  local
partnerships  (the  "Local  Partnerships")  which  own  low-income   multifamily
residential  complexes (the  "Properties")  which qualify for the low-income tax
credit  in  accordance  with  Section  42 of  the  Internal  Revenue  Code  (the
"Low-income  Tax  Credit").  During  the  three  months  ended  June  29,  2000,
Registrant received cash from interest revenue,  maturities/redemptions of bonds
and  distributions  from Local  Partnerships  and  utilized  cash for  operating
expenses and investments in bonds.  Cash and cash equivalents and investments in
bonds  available-for-sale  decreased,  in the aggregate, by approximately $7,500
during the three  months  ended June 29, 2000 (which  includes a net  unrealized
gain on  investments  in bonds of  approximately  $66,000,  amortization  of net
premium on  investments in bonds of  approximately  $6,100 and accretion of zero
coupon bonds of approximately  $4,000).  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
three months ended June 29, 2000, 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, 2000 of $239,378  and cash  distributions  received
from  Local  Partnerships  of  $16,675.   Payable  to  general  partner  in  the
accompanying  balance sheet as of June 29, 2000  represents  accrued  management
fees.

Results of Operations

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

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

Registrant's  operations  for the  three  months  ended  June 29,  2000 and 1999
resulted  in  net  losses  of  $303,528  and   $304,445,   respectively.   Other
comprehensive  loss for the three months  ended June 29, 2000 and 1999  resulted
from a net unrealized loss on investments in bonds  available-for-sale of $3,198
and $55,232, respectively.

The Local Partnerships' net loss of approximately  $813,000 for the three months
ended  March  31,  2000  was   attributable  to  rental  and  other  revenue  of
approximately $3,933,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $3,778,000 and  approximately
$968,000 of depreciation and amortization  expenses. The Local Partnerships' net
loss of  approximately  $731,000  for the three  months ended March 31, 1999 was
attributable to rental and other revenue of approximately  $3,853,000,  exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately   $3,620,000  and  approximately   $964,000  of  depreciation  and
amortization expenses.


                                       12

<PAGE>

                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Results  of  Operations   (continued)

non-mandatory debt) of approximately  $3,909,000 and approximately $1,025,000 of
depreciation and amortization expenses.

The results of operations of the Local  Partnerships  for the three months ended
March  31,  2000  are not  necessarily  indicative  of the  results  that may be
expected in future periods.

Local Partnership Matters

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally over a ten year period. The relevant state tax credit agency
has allocated each of  Registrant's  Local  Partnerships an amount of Low-income
Tax Credits,  which are generally  available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit  Period").  The Ten Year
Credit Period has been fully  exhausted by virtually all of the Properties as of
March  31,  2000 and  will be 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 Local Partnerships
have generated  substantially  all of the  Low-income  Tax Credits  allocated to
limited partners as of March 31, 2000.

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

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 months  ended March 31, 2000,  revenue
from  operations of the Local  Partnerships  have generally  been  sufficient to
cover  operating  expenses  and  Mandatory  Debt  Service.  Most  of  the  Local
Partnerships are effectively  operating at or above break even levels,  although
certain Local Partnerships'  operating  information  reflects operating deficits
that  do not  represent  cash  deficits  due to  their  mortgage  and  financing
structure and the required  deferral of property  management fees.  However,  as
discussed below,  certain Local Partnerships'  operating  information  indicates
below  break even  operations  after  taking into  account  their  mortgage  and
financing structure and any required deferral of property management fees.


                                       13

<PAGE>


                       AMERICAN TAX CREDIT PROPERTIES L.P.


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

Local Partnership Matters (continued)

In connection  with certain  repairs  required by the lender (the  Massachusetts
Housing Finance Agency) ("MHFA") of Cobbet Hill Associates  Limited  Partnership
("Cobbet"),  MHFA drew on a then  existing  letter  of  credit in the  amount of
$242,529 which had been established for the purpose of covering future operating
deficits,  if any. In September  1997,  Registrant  provided  funds to establish
collateral to secure a replacement  letter of credit.  Although the repairs have
been completed and Cobbet has notified MHFA of such  completion,  Cobbet has not
received  the  anticipated  notice  from MHFA that the  default  has been cured.
Cobbet was  originally  financed with a first  mortgage with  mandatory  monthly
payment terms with MHFA and a second  mortgage with MHFA under the State Housing
Assistance for Rental  Production  Program (the "SHARP  Operating Loan") whereby
proceeds  would be advanced  monthly as an  operating  subsidy  (the  "Operating
Subsidy  Payments").  The terms of the SHARP Operating Loan called for declining
Operating Subsidy Payments over its term (not more than 15 years).  However, due
to the economic  condition of the  Northeast  region in the early  1990's,  MHFA
instituted an operating  deficit loan (the "ODL") program 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 has notified
Cobbet and, to the Local General  Partners'  knowledge,  other ODL recipients as
well,  that MHFA considers  such  mortgages to be in default.  MHFA has recently
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 has
commissioned  an  institutional  broker (the  "Broker")  to identify  such a new
limited partner. However, MHFA has communicated with Cobbet (confirmed by letter
dated  February  7, 2000) that Cobbet has not been  included  in MHFA's  current
recapitalization  program  because  Cobbet is party to a project based Section 8
contract.  However,  MHFA has communicated that Cobbet is 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 has replied to MHFA, indicating its desire to
locate a  recapitalization  investor.  The Local General Partners have contacted
the Broker,  which has indicated that a private  investor may be interested in a
recapitalization  plan for Cobbet.  On August 7, 2000,  the General  Partners of
Cobbett met with MHFA to discuss  future  capital  improvements.  A contribution
payment of $300,000 by the Partnership to help fund the capital improvements and
the proposed  recapitalization  was encouraged by MHFA. MHFA approved all of the
items on the agenda and was strongly encouraging  concerning their participation
in the recapitalization plan. If such a plan were implemented,  such new limited
partner would receive a substantial portion of the annual allocation of Cobbet's
tax losses upon such partner's admission, plus cash flows and residuals, if any.
Registrant and the Local General Partners would retain a sufficient  interest in
Cobbet to avoid  recapture of Low-income Tax Credits.  There can be no assurance
that a plan will be implemented, and if not, MHFA is likely to retain its rights
under the loan  documents.  The future  financial  viability of Cobbet is highly
uncertain.  The Property's  historic tax credit was allocated in 1988 and all of
the  Low-income  Tax  Credits  have  been  allocated  since  1989.  Registrant's
investment balance in Cobbet, after cumulative equity losses, became zero during
the year ended March 30, 1994.  Cobbet generated  approximately $19 per Unit per
year of credits to the limited  partners upon the  expiration of its  Low-income
Tax Credit allocation in 1999.

4611 South Drexel Limited  Partnership  ("South  Drexel")  reported an operating
deficit of  approximately  $77,000  for the three  months  ended  March 31, 2000
resulting  from deferred unit  maintenance  and required  capital  improvements.
Registrant  advanced  approximately  $65,000 during the three month period ended
June 29,  2000.  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  will have
generated  approximately $2 per Unit per year of credits to the limited partners
upon the expiration of its Low-income Tax Credit allocation in 2000.

Cityside  Apartments  L.P.   ("Cityside")   reported  an  operating  deficit  of
approximately $36,000 for the three months ended March 31, 2000 due to declining
occupancy  and deferred  unit  maintenance  and required  capital  improvements.
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.


                                       14

<PAGE>

Year 2000

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



                                       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.  The local general  partners have agreed to a plan, with
         modifications proposed by the lender, to recapitalize Cobbet.  Although
         meetings have been ongoing,  as of the date of this report,  a plan has
         not been formalized.

Item 6.  Exhibits and Reports on Form 8-K

         None


                                       16

<PAGE>


                                   SIGNATURES


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


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

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

                                    by:  Richman Tax Credit Properties Inc.,
                                         general partner


Dated: August 14, 2000              /s/  Richard Paul Richman
                                    ------------------------------------------
                                    by:  Richard Paul Richman
                                         President, Chief Executive Officer and
                                         Director of the general partner of the
                                         General Partner


Dated: August 14, 2000              /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