SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 28, 1999
Patriot Tax Credit Properties L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
0-20638 13-3519080
(Commission File Number) (IRS Employer Identification Number)
625 Madison Avenue, New York, NY 10022
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 421-5333
Not Applicable
(Former Name or Former Address, if Changed Since Last Report
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ITEM 4. Change in Registrant's Accountant
Note: The sole purpose of this amendment is to correct (i) the
name of the Partnership and (ii) the Item reference on the
EDGAR header page. Except for the foregoing, the information
set forth below remains unchanged.
The independent auditor for Patriot Tax Credit Properties L.P. (the
"Partnership"), Anchin, Block, & Anchin LLP ("Anchin") resigned
on April 28, 1999. Anchin's reports on the financial statements
for either the past two fiscal years did not contain an adverse
opinion or disclaimer of opinion, and were not modified as to un-
certainty, audit scope, or accounting principles. During the
Partnership's two most recent fiscal years and the subsequent in-
terim period preceding the dismissal there were no disagreements
with Anchin on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Anchin's satisfaction, would have
caused Anchin to make reference to the subject matter of the dis-
agreement in connection with its report. Furthermore, Anchin did
not advise the Partnership in either of the last two fiscal years
that there were any "reportable events" as defined in Item 304
(a)(1)(iv) of Regulation S-K.
Anchin has furnished the Partnership with a letter addressed to
the Securities and Exchange Commission stating that it agrees
with the above statements. A copy of such letter, dated May 5,
1999 is filed as Exhibit 16.1.
The Partnership's Board of Directors and Audit Committee of the
Partnership's General Partner determined that it is in the Part-
nership's best interests to engage a new independent auditor.
On April 30, 1999, the Partnership engaged Reznick Fedder & Sil-
verman, P.C. ("Reznick") of Bethesda, Maryland as its principal
accountant to audit the Company's financial statements. Reznick
has represented to the Company that it has accountants who are
competent to handle the Partnership's changing needs and who have
expertise in the issues affecting the Partnership.
<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a). Financial Statements
Not Applicable
(b). Pro Forma Financial Information
Not Applicable
(c). Exhibits
16.1 Letter from Anchin, Block, & Anchin, LLP to the Secu-
rities and Exchange Commission
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Patriot Tax Credit Properties, L.P.
(Registrant)
By: RCC Partners 96, L.L.C., general partner
Date: May 12, 1999
By: /s/ Alan P. Hirmes
Alan P. Hirmes
Senior Vice President
<PAGE>
Anchin, Block & Anchin LLP
Accountants and Consultants
May 5, 1999
1375 Broadway
New York, New York 10018
(212) 840-3456
FAX (212) 840-7066
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Current Report on Form 8-K of Patriot
Tax Credit Properties L.P. for April 28, 1999, and we agree with
the statements contained therein insofar as they relate to our
firm.
Very truly yours,
/s/ ANCHIN, BLOCK & ANCHIN LLP
ANCHIN, BLOCK & ANCHIN LLP
