AMERICAN TAX CREDIT TRUST SERIES I
10-Q, 1996-11-13
OPERATORS OF APARTMENT BUILDINGS
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                                  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, 1996

                                                        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: 0-24600

         American Tax Credit Trust, a Delaware statutory business trust
                                    Series I
             (Exact name of Registrant as specified in its charter)

          Delaware                                        06-6385350
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

Richman American Credit Corp.
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>

<TABLE>
<CAPTION>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I

                         Part I - FINANCIAL INFORMATION



Item 1.  Financial Statements

                                   Table of Contents                                           Page
<S>                                                                                      <C>
Balance Sheets as of September 29, 1996 (Unaudited) and March 30, 1996
(Unaudited)

Statements of Operations for the three and six month periods ended September 29,
1996 (Unaudited) and September 29, 1995 (Unaudited)

Statements of Cash Flows for the six months ended September 29, 1996 (Unaudited)
and September 29, 1995 (Unaudited)

Notes to Financial Statements as of September 29, 1996 (Unaudited)



</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                                 BALANCE SHEETS
                      SEPTEMBER 29, 1996 AND MARCH 30, 1996
                                   (UNAUDITED)



                                                                                   September 29,         March 30,
                                                                        Notes           1996                 1996
                                                                        -----   -------------------  ------------
<S>                                                                    <C>      <C>                  <C>
ASSETS

Cash and cash equivalents                                                       $       566,349      $      569,008
Restricted cash                                                           3           1,547,876           2,000,256
Investments in bonds available-for-sale                                   2             842,008             859,032
Investment in local partnerships                                          3          13,550,428          13,957,764
Interest receivable                                                                      13,566              12,752
Organization costs (less accumulated amortization of $42,500
   and $35,000)                                                                          32,500              40,000
                                                                                ---------------     ---------------

                                                                                   $ 16,552,727        $ 17,438,812
                                                                                   ============        ============

LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities
   Accounts payable and accrued expenses                                        $        14,657      $       31,048
   Payable to manager                                                                   240,690             193,515
   Capital contributions payable                                          3           1,518,233           1,972,883
   Interest payable                                                                      29,643              27,373
                                                                                 ---------------     ---------------

                                                                                      1,803,223           2,224,819
                                                                                 --------------      --------------

Owners' equity (deficit)
   Manager                                                                              (15,790)            (11,298)
   Beneficial owners, $1,000 stated value per unit (18,654 units of
     beneficial ownership interest outstanding)                                      14,824,975          15,269,704
   Unrealized loss on investments in bonds available-for-sale, net        2             (59,681)            (44,413)
                                                                                   -------------        ------------ 

                                                                                     14,749,504          15,213,993
                                                                                  -------------       -------------

                                                                                   $ 16,552,727        $ 17,438,812
                                                                                   ============        ============

</TABLE>







                                          See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF OPERATIONS
          THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 29, 1996 AND 1995
                                   (UNAUDITED)



                                                              Three Months     Six Months        Three Months      Six Months
                                                                  Ended          Ended               Ended           Ended     
                                                              September 29,   September 29,      September 29,    September 29,
                                                                  1996           1996                 1995           1995           
<S>                                                     <C>            <C>               <C>                <C>               
REVENUE

Interest                                                $      42,422  $          84,477   $        78,230  $       147,599
                                                        ----------------  ----------------   ----------------  --------------

TOTAL REVENUE                                                  42,422             84,477            78,230          147,599
                                                        ----------------- -----------------  ----------------- ---------------

EXPENSES

Management fee                                                 48,587             97,175            50,858           98,314
Professional fees                                               5,522             15,766             5,390           11,752
Printing, postage and other                                     2,163              5,921             6,742           14,111
Amortization                                                    3,750              7,500             3,750            7,500
                                                        ----------------- -----------------  --------------   ----------------

TOTAL EXPENSES                                                 60,022            126,362            66,740          131,677
                                                        ----------------  ---------------    ----------------  ---------------

Income (loss) from operations                                 (17,600)           (41,885)           11,490           15,922

Equity in loss of investment in local
  partnerships                                   3           (249,610)          (407,336)          (59,429)        (133,826)
                                                        ---------------   ---------------    --------------    --------------- 

NET LOSS                                                $    (267,210)   $      (449,221)    $     (47,939)    $   (117,904)
                                                        ==============    ==============     ==============    ============== 

NET LOSS ATTRIBUTABLE TO
  Manager                                               $        (2,672) $         (4,492)  $          (479)  $       (1,179)
  Beneficial owners                                            (264,538)         (444,729)          (47,460)        (116,725)
                                                        ---------------   ---------------    --------------    --------------- 

                                                        $      (267,210)   $     (449,221)    $     (47,939)    $    (117,904)
                                                        ==============    ==============     =============     ============== 

NET LOSS per unit of beneficial ownership
  interest (18,654 units of beneficial
  ownership interest)                                   $         (14.18) $        (23.84)  $         (2.54)  $       (6.26)
                                                        ================  ================   ===============   ================ 

</TABLE>





                                          See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 1996 AND 1995
                                   (UNAUDITED)


                                                                                       1996                  1995
                                                                               --------------------  ------------
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                              $       87,689      $       184,472
Cash paid for 
   management fee                                                                     (50,000)             (50,000)
   professional fees                                                                  (30,016)              (1,341)
   printing, postage and other expenses                                                (8,062)             (14,112)
                                                                               ----------------      --------------- 

Net cash provided by (used in) operating activities                                      (389)             119,019
                                                                               ----------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                                                     (454,650)            (401,812)
Transfer from restricted cash                                                         452,380              432,044                
Maturity/redemption of bonds                                                                             1,099,922
                                                                                 ------------          -------------              

Net cash provided by (used in) investing activities                                   (2,270)            1,130,154
                                                                               ---------------         -------------
Net increase (decrease) in cash and cash equivalents                                  (2,659)            1,249,173

Cash and cash equivalents at beginning of period                                     569,008               190,909
                                                                               ---------------        --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    566,349          $  1,440,082
                                                                               ==============          =============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized loss on investments in bonds available-for-sale, net                 $    (15,268)        $         (403)
                                                                               ==============        ================ 

Increase in capital contributions payable                                                             $   1,146,102

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


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

</TABLE>






                                          See Notes to Financial Statements.





<PAGE>
<TABLE>
<CAPTION>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                     STATEMENTS OF CASH FLOWS - (Continued)
                  SIX MONTHS ENDED SEPTEMBER 29, 1996 AND 1995
                                   (UNAUDITED)



                                                                                       1996                  1995
                                                                                ------------------    -----------
<S>                                                                             <C>                  <C>
RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING
   ACTIVITIES

Net loss                                                                          $  (449,221)          $  (117,904)

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

   Equity in loss of investment in local partnerships                                 407,336               133,826
   Amortization of organization costs                                                   7,500                 7,500
   Amortization of net premium on investments in bonds                                  1,756
   Accretion of zero coupon bonds                                                                            18,793
   Increase (decrease) in accounts payable and accrued expenses                       (16,391)               10,410
   Increase in interest receivable                                                       (814)
   Increase in payable to manager                                                      47,175                48,314
   Increase in interest payable                                                           2,270              18,080
                                                                                ---------------      --------------

NET CASH PROVIDED BY (USED IN) OPERATING
   ACTIVITIES                                                                   $         (389)        $    119,019
                                                                                ==============         ============

</TABLE>



















                                          See Notes to Financial Statements.



<PAGE>



<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1996
                                   (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 Manager, the financial
     statements  include  all  adjustments   necessary  to  present  fairly  the
     financial  position as of September  29, 1996 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, 1996 are not  necessarily  indicative of
     the results that may be expected for the entire year.

     Certain  reclassifications  of  amounts  have been made to  conform  to the
current period presentation.

2.   Investments in Bonds Available-For-Sale

     As of September 29, 1996,  certain  information  concerning  investments in
bonds available-for-sale is as follows:

                                                                   Gross unrealized        Gross
                                                    Amortized            gains           unrealized         Estimated
                                                      cost                                losses            fair value    
       <S>                                       <C>               <C>                <C>                    
       Description and maturity
       Corporate debt securities
         After five years through ten years      $     220,395     $         --       $    (13,168)       $   207,227
         After ten years                               681,294               --             (46,513)          634,781
                                                 -------------     ------------------ -------------      ------------

                                                 $     901,689     $         --       $    (59,681)       $   842,008
                                                 =============     ================== ============        ===========
</TABLE>

3.   Investment in Local Partnerships

     The  Trust  owns a  98.9%-99%  limited  partnership  interest  in ten Local
     Partnerships  representing capital contributions in the aggregate amount of
     $14,985,339,  of which the Trust has paid  $13,467,106  and  $1,518,233 are
     outstanding as of September 29, 1996.  Restricted cash in the  accompanying
     balance sheet as of September 29, 1996  includes such  outstanding  capital
     contributions.   The  outstanding  capital  contributions  are  payable  in
     installments  upon  each  Local  Partnerships'  satisfaction  of  specified
     conditions related to construction  and/or  operations.  In accordance with
     the limited  partnership  agreements of the Local  Partnerships,  the final
     determination  of the capital  contribution  obligations  to be paid by the
     Trust to the Local  Partnerships  may be adjusted if the actual  Low-income
     Tax Credit of a Local Partnership is greater than or less than the expected
     Low-income Tax Credit of such Local Partnership, among other things, at the
     time of  acquisition.  As of June 30,  1996,  the Local  Partnerships  have
     outstanding mortgage and




<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (UNAUDITED)



3.   Investment in Local Partnerships (continued)

construction  loans payable  totaling  approximately  $22,853,000  (exclusive of
unutilized  construction  loan commitments for properties under  construction of
approximately  $709,000)  and accrued  interest  payable on such loans  totaling
approximately $437,000, which are secured by security interests and liens common
to mortgage and construction loans on the Local  Partnerships' real property and
other assets.

     For the six months  ended  September  29,  1996,  the  investment  in Local
Partnerships activity consists of the following:


       <S>                                                          <C>                    <C>
        Investment in Local Partnerships as of March 30, 1996                                  $ 13,957,764

       Equity in loss of investment in Local Partnerships for
          the three months ended
              March 31, 1996                                       $   (157,726)
              June 30, 1996                                            (249,610)              (407,336)
                                                                   -------------         -------------- 

       Investment in Local Partnerships as of September 29, 1996                               $ 13,550,428
                                                                                               ============
</TABLE>


     The combined  unaudited balance sheets of the Local Partnerships as of June
     30, 1996 and  December 31, 1995 and the combined  unaudited  statements  of
     operations  of the Local  Partnerships  for the three and six month periods
     ended June 30, 1996 and 1995 are reflected on pages 9 and 10, respectively.




<PAGE>


<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of June 30, 1996
and December 31, 1995 are as follows:

      <S>                                                        <C>      <C>                     <C>
                                                                                 June 30,              December 31,
                                                                                   1996                    1995
                                                                            ------------------      -----------
      ASSETS
      Cash and other investments                                               $    405,957            $    421,620
      Rental receivable                                                              24,677                  35,109
      Capital contributions receivable                                            1,714,807               3,682,589
      Escrow deposits and reserves                                                1,220,198                 741,861
      Land                                                                          705,354                 705,354
      Buildings and improvements (net of accumulated
        depreciation of $2,037,440 and $1,460,998)                               34,607,007              28,978,299
      Construction in progress                                                                            4,480,748
      Intangible assets (net of accumulated amortization of
        $46,237 and $32,957)                                                        277,693                 287,682
      Other                                                                         164,228                 157,584
                                                                            ---------------         ---------------
                                                                               $ 39,119,921            $ 39,490,846
                                                                               ============            ============
      LIABILITIES AND PARTNERS' EQUITY
      Liabilities
        Accounts payable and accrued expenses                                 $     412,442           $     264,732
        Due to related parties                                                    1,229,803               2,962,620
        Mortgage and construction loans                                          22,853,294              21,265,697
        Note payable                                                                100,000                 100,000
        Accrued interest                                                            437,133                 365,850
        Other                                                                       494,131                 527,271
                                                                             --------------          --------------

                                                                                 25,526,803              25,486,170
                                                                              -------------           -------------
      Partners' equity
        American Tax Credit Trust, Series I
           Capital contributions, net of distributions
             (includes receivable of $1,518,233 and $3,486,015)                  14,982,339              14,982,339
           Cumulative loss                                                       (1,431,911)             (1,024,575)
                                                                              -------------           ------------- 

                                                                                 13,550,428              13,957,764
                                                                              -------------           -------------
        General partners and other limited partners
           Capital contributions, net of distributions
             (includes receivable of $196,574)                                      284,586                 284,586
           Cumulative loss                                                         (241,896)               (237,674)
                                                                             --------------          -------------- 
                                                                                     42,690                  46,912
                                                                             --------------             ------------
                                                                                 13,593,118              14,004,676
                                                                              -------------           -------------
                                                                                $39,119,921            $ 39,490,846
                                                                                ===========            ============
    </TABLE>




<PAGE>
<TABLE>
<CAPTION>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1996
                                   (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, 1996 and 1995 are as follows:

      <S>                                          <C>                <C>                 <C>                <C>
                                                     Three Months      Six Months Ended     Three Months      Six Months Ended
                                                    Ended June 30,         June 30,        Ended June 30,         June 30,
                                                            1996              1996                1995               1995
                                                   ----------------------------------------------------------------------
      REVENUE

      Rental                                       $       849,525    $     1,662,771     $      500,862     $       941,475
      Interest and other                                    15,712             37,324              4,807             45,182
                                                   -----------------  -----------------   -----------------  -----------------

      Total Revenue                                         865,237         1,700,095             505,669             986,657
                                                   ----------------   ---------------     ---------------    ----------------

      EXPENSES

      Administrative                                      154,803             295,157             89,006             179,824
      Utilities                                           107,297             211,622             50,356             115,007
      Operating, maintenance and other                    170,218             314,687             72,881             143,205
      Taxes and insurance                                 142,758             238,831             80,277             164,265
      Interest (including amortization of
        $6,247, $13,280, $2,742 and $5,486)               241,005             474,914            109,223             191,943
      Depreciation                                        301,355             576,442            163,987             327,674
                                                   ----------------   ----------------    ---------------    ----------------

       Total Expenses                                    1,117,436          2,111,653             565,730          1,121,918
                                                   ---------------    ---------------     ---------------    ---------------

      NET LOSS                                     $     (252,199)     $     (411,558)    $      (60,061)     $     (135,261)
                                                   ==============      ==============     ==============      ============== 

      NET LOSS ATTRIBUTABLE TO
        American Tax Credit Trust, Series I        $     (249,610)     $     (407,336)    $      (59,429)     $     (133,826)
         General partners and other limited
           partners                                        (2,589)             (4,222)              (632)            (1,435)
                                                   -----------------  -----------------   -----------------  ----------------- 

                                                   $     (252,199)     $     (411,558)    $      (60,061)     $     (135,261)
                                                   ==============      ==============     ===============     ============== 
</TABLE>
     The combined results of operations of the Local  Partnerships for the three
     and six month periods ended June 30, 1996 are not necessarily indicative of
     the results that may be expected for an entire operating period.






<PAGE>


4.   Additional Information

     Additional  information,  including  the audited  March 30, 1996  Financial
     Statements  and  the  Organization,  Purpose  and  Summary  of  Significant
     Accounting Policies,  is included in the Trust's Annual Report on Form 10-K
     for the fiscal year ended March 30,  1996 on file with the  Securities  and
     Exchange Commission.




<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I


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

Material Changes in Financial Condition

As of September 29, 1996, Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1996.  Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss  from  operations  of  the  Local  Partnerships  and  payments  of  capital
contributions to the Local  Partnerships.  During the six months ended September
29, 1996,  Registrant received cash from interest earnings and utilized cash for
normal  operating  expenses  and for  capital  contributions  payable  to  Local
Partnerships.  In  addition,  during the six months  ended  September  29, 1996,
Registrant  recorded  a net  unrealized  loss  on  bonds  available-for-sale  of
approximately  $15,000,  resulting  in a net  unrealized  loss of  approximately
$60,000  reflected in Registrant's  owners' equity (deficit) as of September 29,
1996.  During the six months ended  September 29, 1996,  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, 1996 of $407,336.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout the United States.  The
rents of the  Properties,  several of which  receive  rental  subsidy  payments,
including  payments  under  Section 8 of Title II of the Housing  and  Community
Development Act of 1974 ("Section 8"), are subject to specific laws, regulations
and agreements with federal and state agencies. The subsidy agreements expire at
various times during and after the Compliance Periods of the Local Partnerships.
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.  One Local Partnership's
Section 8 contract, which covers certain rental units, is scheduled to expire in
1997 after being extended for one year. In addition, the Local Partnerships have
various  financing  structures  which include (i) required debt service payments
("Mandatory Debt Service") and (ii) debt service payments which are payable only
from available cash flow subject to the terms and conditions of the notes, which
may be subject to specific laws,  regulations  and agreements  with  appropriate
federal and state agencies  ("Non-Mandatory  Debt Service or Interest").  In the
event rents are not  sufficient to cover  operating  expenses and Mandatory Debt
Service requirements and other charges, the Local General Partners are obligated
to provide advances to cover deficits for a certain period of time up to certain
amounts (the "Deficit  Guarantee").  A Local General  Partner's  funding of such
Deficit  Guarantee  is  dependent  on its  liquidity  or  ability  to borrow the
required  funds.  During  the six  months  ended  June 30,  1996,  revenue  from
operations,   Local  General   Partner   advances  and  reserves  of  the  Local
Partnerships have generally been sufficient to cover the operating  expenses and
Mandatory  Debt  Service.  As of  June  30,  1996,  all  but  one of  the  Local
Partnerships have achieved full operational  status with the one remaining Local
Partnership having completed construction and full rent-up during June 1996. The
Local  Partnerships  are  effectively  operating  at or near  breakeven  levels,
although certain Local Partnerships'  accounting  information reflects operating
deficits that do not represent cash deficits due to their mortgage and financing
structure and the required  deferral of property  management  fees. As discussed
below, certain Local Partnerships'  operating  information indicates below break
even operations after taking into account their mortgage and financing structure
and the required deferral of property management fees.

The terms of the partnership  agreement of Penn Apartment  Associates (the "Penn
Apartment  Local  Partnership")  require the Local  General  Partner of the Penn
Apartment Local  Partnership to advance funds to cover operating  deficits up to
$100,000  through  February 1999. As of June 30, 1996, the Local General Partner
of the Penn Apartment Local  Partnership has advanced  approximately  $8,000. In
addition,  the Local General Partner of the Penn Apartment Local  Partnership is
required to cause the  management  agent to defer  property  management  fees in
order to avoid a default under the  mortgage.  The mortgage does not require any
Mandatory Debt Service payments during the Compliance Period. The Penn Apartment
Local  Partnership  incurred an operating  deficit for the six months ended June
30, 1996 of  approximately  $7,000 which includes  property  management  fees of
approximately $3,000.  Accordingly,  the net operating deficit was approximately
$4,000. Of Registrant's total annual Low-income Tax Credits, approximately 8.58%
is allocated from the Penn Apartment Local Partnership.

The terms of the partnership  agreement of Edgewood Manor Associates,  L.P. (the
"Edgewood Manor Local  Partnership")  require the Local General  Partners of the
Edgewood Manor Local Partnership to advance funds to cover operating deficits up
to $300,000  through  November  1996.  As of June 30,  1996,  the Local  General
Partners of the Edgewood  Manor Local  Partnership  have advanced  approximately
$27,000.  In addition,  the Local General  Partners of the Edgewood  Manor Local
Partnership  are  required  to cause  the  management  agent  to defer  property
management  fees in order to avoid a default  under the  mortgage.  The Edgewood
Manor Local  Partnership  incurred an operating deficit for the six months ended
June 30, 1996 of approximately  $33,000 which includes property  management fees
of   approximately   $6,000.   Accordingly,   the  net  operating   deficit  was
approximately  $27,000.  Of  Registrant's  total annual  Low-income Tax Credits,
approximately  19.61% is allocated  from the  Edgewood  Manor  Apartments  Local
Partnership.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investments in Local Partnerships
in  accordance  with the equity method of  accounting  and Emerging  Issues Task
Force  ("EITF")  Issue No. 94-1,  "Accounting  for Tax Benefits  Resulting  from
Investments  in  Affordable  Housing  Projects."  Under  the  equity  method  of
accounting and in accordance with EITF Issue No. 94-1, the investment is carried
at cost which  includes  capital  contributions  payable,  and is  adjusted  for
Registrant's share of the Local  Partnership's  results of operations and by any
cash  distributions  received.  Equity  in  loss  of each  investment  in  Local
Partnership  allocated to Registrant is recognized to the extent of Registrant's
investment  balance in each Local  Partnership.  Any equity in loss in excess of
Registrant's  investment  balance in a Local  Partnership  is allocated to other
partners'  capital in each such Local  Partnership.  As a result,  the equity in
loss of investment in Local Partnerships is expected to decrease as Registrant's
investment balances in the respective Local Partnerships become zero.

Three Months Ended September 29, 1996

For the three months ended  September  29,  1996,  Registrant  had a net loss of
approximately $267,000,  which included an equity in loss of investment in Local
Partnerships of approximately $250,000 for the three months ended June 30, 1996.
Registrant's  loss from operations for the three months ended September 29, 1996
of  approximately  $17,000 was attributable to interest revenue of approximately
$43,000,   exceeded  by  operating   expenses  of   approximately   $56,000  and
amortization of organization costs of approximately $4,000.  Interest income for
future periods is expected to decline as Temporary  Investments  are utilized to
make payments of capital contributions to Local Partnerships.

The Local Partnerships' net loss of approximately  $252,000 for the three months
ended  June  30,  1996  was   attributable   to  rental  and  other  revenue  of
approximately  $865,000,  exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately $809,000 and approximately $308,000 of
depreciation and amortization  expenses.  As a result of ongoing development and
construction,  one Local Partnership completed  construction and initial rent-up
during June 1996.




Three Months Ended September 29, 1995

For the three months ended  September  29,  1995,  Registrant  had a net loss of
approximately  $48,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $59,000 for the three months ended June 30, 1995.
Registrant's  income from  operations  for the three months ended  September 29,
1995  of   approximately   $11,000  was  attributable  to  interest  revenue  of
approximately $78,000, offset by operating expenses of approximately $63,000 and
amortization of organization costs of approximately $4,000.

The Local  Partnerships' net loss of approximately  $60,000 for the three months
ended  June  30,  1995  was   attributable   to  rental  and  other  revenue  of
approximately  $506,000,  exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately $399,000 and approximately $167,000 of
depreciation  and  amortization  expenses.  As a result of ongoing  development,
construction and initial rent-up, certain Local Partnerships had not experienced
full  operations as of June 30, 1995. In addition,  Registrant  had not utilized
all net proceeds for acquiring Local Partnership interests as of June 30, 1995.

Six Months Ended September 29, 1996

For the six  months  ended  September  29,  1996,  Registrant  had a net loss of
approximately $449,000,  which included an equity in loss of investment in Local
Partnerships of  approximately  $407,000 for the six months ended June 30, 1996.
Registrant's loss from operations for the six months ended September 29, 1996 of
approximately  $42,000 was  attributable  to interest  revenue of  approximately
$84,000,   exceeded  by  operating   expenses  of  approximately   $118,000  and
amortization of organization costs of approximately $8,000.  Interest income for
future periods is expected to decline as Temporary  Investments  are utilized to
make payments of capital contributions to Local Partnerships.

The Local  Partnerships'  net loss of approximately  $412,000 for the six months
ended  June  30,  1996  was   attributable   to  rental  and  other  revenue  of
approximately $1,700,000, exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately  $1,522,000 and approximately $590,000
of depreciation and amortization  expenses.  As a result of ongoing  development
and  construction,  one Local  Partnership  completed  construction  and initial
rent-up during June 1996.

Six Months Ended September 29, 1995

For the six  months  ended  September  29,  1995,  Registrant  had a net loss of
approximately $118,000,  which included an equity in loss of investment in Local
Partnerships of  approximately  $134,000 for the six months ended June 30, 1995.
Registrant's  income from operations for the six months ended September 29, 1995
of  approximately  $16,000 was attributable to interest revenue of approximately
$148,000,   offset  by  operating   expenses  of   approximately   $124,000  and
amortization of organization costs of approximately $8,000.

The Local  Partnerships'  net loss of approximately  $135,000 for the six months
ended  June  30,  1995  was   attributable   to  rental  and  other  revenue  of
approximately  $987,000,  exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately $789,000 and approximately $333,000 of
depreciation  and  amortization  expenses.  As a result of ongoing  development,
construction and initial rent-up, certain Local Partnerships had not experienced
full  operations as of June 30, 1995. In addition,  Registrant  had not utilized
all net proceeds for acquiring Local Partnership interests as of June 30, 1995.

Three and Six Month Periods Ended September 29, 1996 versus
Three and Six Month Periods Ended September 29, 1995

Registrant's  operations for the three months ended  September 29, 1996 resulted
in a  net  loss  of  approximately  $267,000  as  compared  to  a  net  loss  of
approximately  $48,000 for the same period in 1995.  The increase in net loss is
primarily  attributable  to an increase in equity in loss of investment in Local
Partnerships  of  approximately  $190,000 and a decrease in interest  revenue of
approximately  $36,000.  The increase in equity in loss of  investment  in Local
Partnerships  is a result of more Local  Partnerships  achieving full operations
and the acquisition of two Local  Partnership  interests  subsequent to June 30,
1995.   Interest  revenue  declined   primarily  as  a  result  of  Registrant's
utilization  of  Temporary  Investments  to pay capital  contributions  to Local
Partnerships.

Registrant's  operations for the six months ended September 29, 1996 resulted in
a net loss of approximately  $449,000 as compared to a net loss of approximately
$118,000  for the same period in 1995.  The  increase  in net loss is  primarily
attributable   to  an  increase  in  equity  in  loss  of  investment  in  Local
Partnerships  of  approximately  $274,000 and a decrease in interest  revenue of
approximately  $63,000.  The increase in equity in loss of  investment  in Local
Partnerships  is a result of more Local  Partnerships  achieving full operations
and the acquisition of two Local  Partnership  interests  subsequent to June 30,
1995.   Interest  revenue  declined   primarily  as  a  result  of  Registrant's
utilization  of  Temporary  Investments  to pay capital  contributions  to Local
Partnerships.






<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         None






<PAGE>


                                   SIGNATURES


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


                                            AMERICAN TAX CREDIT TRUST,
                                            a Delaware statutory business trust,
                                            Series I

                                            By:  Richman American Credit Corp.,
                                            The Manager


Dated:    November 13, 1996                 /s/  Richard Paul Richman
          -----------------                 -------------------------
                                            Richard Paul Richman
                                            President, Chief Executive
                                            Officer and Director of the Manager


Dated:    November 13, 1996                 /s/  Neal Ludeke
          -----------------                 ----------------
                                            Neal Ludeke
                                            Vice President and
                                            Treasurer of the Manager
                                            (Principal Financial and Accounting
                                             Officer of Registrant)


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>  This schedule contains summary financial information extracted from
          the quarter ended September 29, 1996 Form 10Q Balance Sheets and 
          Statements of Operations and is qualified in its entirety by
          reference to such financial statements.
</LEGEND>
<CIK>                                                                0000897315
<NAME>                                                                ATC Trust
<MULTIPLIER>                                                            1,000
<CURRENCY>                                                              0
       
<S>                                                                     <C>
<PERIOD-TYPE>                                                                                   9-MOS
<FISCAL-YEAR-END>                                                                         MAR-30-1997
<PERIOD-END>                                                                              SEP-29-1996
<CASH>                                                                                            566
<SECURITIES>                                                                                      842
<RECEIVABLES>                                                                                      14
<ALLOWANCES>                                                                                        0
<INVENTORY>                                                                                         0
<CURRENT-ASSETS>                                                                                    0
<PP&E>                                                                                              0
<DEPRECIATION>                                                                                      0
<TOTAL-ASSETS>                                                                                 16,553
<CURRENT-LIABILITIES>                                                                           1,803
<BONDS>                                                                                             0
                                                                               0
                                                                                         0
<COMMON>                                                                                            0
<OTHER-SE>                                                                                          0
<TOTAL-LIABILITY-AND-EQUITY>                                                                   16,553
<SALES>                                                                                             0
<TOTAL-REVENUES>                                                                                   84
<CGS>                                                                                               0
<TOTAL-COSTS>                                                                                       0
<OTHER-EXPENSES>                                                                                  126
<LOSS-PROVISION>                                                                                    0
<INTEREST-EXPENSE>                                                                                  0
<INCOME-PRETAX>                                                                                  (449)
<INCOME-TAX>                                                                                        0
<INCOME-CONTINUING>                                                                              (449)
<DISCONTINUED>                                                                                      0
<EXTRAORDINARY>                                                                                     0
<CHANGES>                                                                                           0
<NET-INCOME>                                                                                     (449)
<EPS-PRIMARY>                                                                                       0
<EPS-DILUTED>                                                                                       0
                                                                                                   

</TABLE>


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