AMERICAN TAX CREDIT TRUST SERIES I
10-Q, 1998-02-13
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 December 30, 1997

                                                           OR

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

For the transition period from                   to ____________
                               -----------------                

                        Commission file number: 0-24600

           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 December 30, 1997 (Unaudited) and March 30, 1997 (Unaudited)                               3

Statements of Operations for the three and nine month periods ended December 30, 1997 (Unaudited)
and December 30, 1996 (Unaudited)                                                                               4

Statements of Cash Flows for the nine months ended December 30, 1997 (Unaudited)                                5
and December 30, 1996 (Unaudited)

Notes to Financial Statements as of December 30, 1997 (Unaudited)                                               7



</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                       Series I
                                                    BALANCE SHEETS
                                                      (UNAUDITED)


                                                                                   December 30,          March 30,
                                                                        Notes            1997                 1997
                                                                        -----   -------------------- -------------
<S>                                                                    <C>      <C>                  <C>

ASSETS

Cash and cash equivalents                                                        $       823,952     $       830,290
Restricted cash                                                           3              710,036             705,938
Investments in bonds available-for-sale                                   2              990,656             834,697
Investment in local partnerships                                          3           11,900,158          12,662,815
Interest receivable                                                                       15,052              12,611
Organization costs (less accumulated amortization of $61,250 and
   $50,000)                                                                               13,750              25,000
                                                                                ----------------     ----------------

                                                                                    $ 14,453,604        $ 15,071,351
                                                                                    ============        ============

LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                         $        24,953     $        29,961
   Payable to manager                                                                    358,625             312,863
   Capital contributions payable                                          3              673,050             673,050
   Interest payable                                                                       36,986              32,888
                                                                                 ---------------     ----------------

                                                                                       1,093,614           1,048,762
                                                                                   -------------      --------------

Owners' equity (deficit)

   Manager                                                                               (30,234)            (23,004)
   Beneficial owners (18,654 units of beneficial ownership interest
     outstanding)                                                                     13,395,029          14,110,830
   Unrealized loss on investments in bonds available-for-sale, net        2               (4,805)            (65,237)
                                                                                  --------------     --------------- 

                                                                                      13,359,990          14,022,589
                                                                                    ------------       -------------

                                                                                    $ 14,453,604        $ 15,071,351
                                                                                    ============        ============


</TABLE>


                                          See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                       Series I
                                               STATEMENTS OF OPERATIONS
                                                     (UNAUDITED)



                                                          Three Months       Nine Months       Three Months       Nine Months
                                                         Ended December    Ended December     Ended December    Ended December
                                                              30,                30,               30,                30,
                                               Notes             1997              1997               1996              1996
                                               -----    --------------------------------------------------------------------
<S>                                             <C>     <C>               <C>                <C>               <C>

REVENUE

Interest                                                $       35,302    $      105,776     $        38,447   $       122,924
                                                        --------------    --------------     ---------------   ---------------

TOTAL REVENUE                                                   35,302           105,776              38,447           122,924
                                                        ---------------   ---------------    ----------------  ----------------

EXPENSES

Management fee                                                 48,587            145,762            48,587            145,762
Professional fees                                               6,784             18,477             2,000             17,766
Printing, postage and other                                     2,835             10,499             6,473             12,394
Amortization                                                    3,750             11,250             3,750            11,250
                                                        ----------------- -----------------  ----------------- -----------------

TOTAL EXPENSES                                                 61,956           185,988             60,810           187,172
                                                        ----------------  ----------------   ----------------  ----------------

Loss from operations                                          (26,654)           (80,212)          (22,363)           (64,248)

Equity in loss of investment in local
  partnerships                                   3           (228,039)         (642,819)          (301,444)         (708,780)
                                                        ---------------   ---------------    ---------------   --------------- 

NET LOSS                                                $     (254,693)   $     (723,031)    $     (323,807)   $     (773,028)
                                                        ==============    ==============     ==============    ============== 

NET LOSS ATTRIBUTABLE TO

  Manager                                               $        (2,547) $         (7,230)  $         (3,238) $         (7,730)
  Beneficial owners                                            (252,146)         (715,801)          (320,569)         (765,298)
                                                        ----------------  ---------------    ---------------   --------------- 

                                                        $     (254,693)   $     (723,031)    $     (323,807)   $     (773,028)
                                                        ==============    ==============     ==============    ============== 

NET LOSS per unit of beneficial ownership
  interest (18,654 units of beneficial
  ownership interest)                                   $       (13.51)  $        (38.37)    $      (17.19)     $     (41.03)
                                                        ================  ================   ================  ================ 


</TABLE>

                                          See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                       Series I
                                               STATEMENTS OF CASH FLOWS
                                     NINE MONTHS ENDED DECEMBER 30, 1997 AND 1996
                                                      (UNAUDITED)


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

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                $     110,396        $      128,748
Cash paid for
   management fee                                                                     (100,000)              (75,000)
   professional fees                                                                   (23,777)              (30,017)
   printing, postage and other expenses                                                (10,207)              (14,692)
                                                                               ---------------       --------------- 

Net cash provided by (used in) operating activities                                    (23,588)                9,039
                                                                               ---------------       -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                             119,838
Investments in bonds, includes $282 of accrued interest paid at purchase
   of investment                                                                      (98,490)
Investment in local partnerships                                                                            (675,535)
Transfer from (to) restricted cash                                                     (4,098)               685,518
                                                                               ----------------      ---------------

Net cash provided by investing activities                                                17,250                9,983
                                                                               ----------------      -----------------

Net increase (decrease) in cash and cash equivalents                                  (6,338)                19,022

Cash and cash equivalents at beginning of period                                     830,290                569,008
                                                                               ---------------       ---------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    823,952          $     588,030
                                                                                ==============        ==============

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds available-for-sale, net                 $     60,432          $     2,148
                                                                               ===============       ================

Decrease in capital contributions payable                                                             $   (14,115)


- ----------------------------------------------------------------------------------------------------------------------
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)
                                     NINE MONTHS ENDED DECEMBER 30, 1997 AND 1996
                                                      (UNAUDITED)


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

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

Net loss                                                                           $  (723,031)          $  (773,028)

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

   Equity in loss of investment in local partnerships                                  642,819               708,780
   Amortization of organization costs                                                   11,250                11,250
   Amortization of net premium on investments in bonds                                   2,681                 2,634
   Increase in interest receivable                                                      (2,159)                 (942)
   Decrease in accounts payable and accrued expenses                                    (5,008)              (14,549)
   Increase in payable to manager                                                       45,762                70,762
   Increase in interest payable                                                          4,098                 4,132
                                                                                 -------------         -------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                $   (23,588)        $       9,039
                                                                                   ===========         =============


</TABLE>

                                          See Notes to Financial Statements.



<PAGE>


<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                       Series I
                                            NOTES TO FINANCIAL STATEMENTS
                                                   DECEMBER 30, 1997
                                                      (UNAUDITED)


1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited information. In the opinion of the Manager, the financial
     statements  include  all  adjustments   necessary  to  present  fairly  the
     financial  position as of December  30, 1997 and the results of  operations
     and cash flows for the interim periods presented.  All adjustments are of a
     normal recurring  nature.  The results of operations for the three and nine
     month periods ended December 30, 1997 are not necessarily indicative of the
     results that may be expected for the entire year.


2.   Investments in Bonds Available-For-Sale

     As of December 30, 1997,  certain  information  concerning  investments  in
bonds available-for-sale is as follows:

                                                                       Gross               Gross
                                                    Amortized         unrealized        unrealized         Estimated
       Description and maturity                         cost           gains             losses           fair value
       ------------------------                  ---------------    -------------    --------------     --------------
       <S>                                       <C>               <C>                <C>               <C>

       Corporate debt securities
         After five years through ten years      $    472,459      $       4,367      $        (167)    $      476,659
         After ten years                              523,002              1,731            (10,736)           513,997
                                                 -------------     --------------     -------------     --------------

                                                 $    995,461      $       6,098      $    (10,903)      $     990,656
                                                 ============      =============      =============       =============
      </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
     $14,761,041,  of which the  Trust  has paid  $14,087,991  and  $673,050  is
     outstanding as of December 30, 1997.  Restricted  cash in the  accompanying
     balance  sheet as of December 30, 1997 includes  such  outstanding  capital
     contributions  along with  accrued  interest  of $36,986 on an  outstanding
     capital contribution.  The outstanding capital contributions are payable in
     installments  upon  each  Local  Partnership's  satisfaction  of  specified
     conditions related to construction  and/or operations.  As of September 30,
     1997, the Local  Partnerships  have  outstanding  mortgage and construction
     loans  payable  totaling  approximately  $23,442,000  and accrued  interest
     payable on such loans totaling approximately $683,000, which are secured by
     security  interests and liens common to mortgage and construction  loans on
     the Local Partnerships' real property and other assets.



<PAGE>


<TABLE>
<CAPTION>


                                              AMERICAN TAX CREDIT TRUST,
                                         a Delaware statutory business trust
                                                       Series I
                                      NOTES TO FINANCIAL STATEMENTS - (Continued)
                                                   DECEMBER 30, 1997
                                                      (UNAUDITED)



3.   Investment in Local Partnerships (continued)

     For the nine months  ended  December  30,  1997,  the  investment  in Local
Partnerships activity consists of the following:


           <S>                                                            <C>                    <C>
           Investment in Local Partnerships as of March 30, 1997                                        $ 12,662,815

           Equity in loss of investment in Local Partnerships                                               (642,819)

           Cash distributions received from Local Partnerships                                              (119,838)
                                                                                                      -------------- 

           Investment in Local Partnerships as of December 30, 1997                                     $ 11,900,158
                                                                                                        ============

          </TABLE>


     The  combined  unaudited  balance  sheets of the Local  Partnerships  as of
     September  30,  1997  and  December  31,  1996 and the  combined  unaudited
     statements of operations of the Local  Partnerships  for the three and nine
     month  periods  ended  September 30, 1997 and 1996 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)
                                                   DECEMBER 30, 1997
                                                      (UNAUDITED)

3.   Investment in Local Partnerships (continued)

     The combined  balance sheets of the Local  Partnerships as of September 30,
1997 and December 31, 1996 are as follows:

                                                                              September 30,            December 31,
                                                                                   1997                    1996
                                                                            ------------------      -----------
      <S>                                                        <C>      <C>                     <C>
      ASSETS

      Cash and other investments                                             $      371,301          $      515,352
      Rental receivable                                                              40,930                  47,816
      Capital contributions receivable                                              673,050               1,073,050
      Escrow deposits and reserves                                                1,472,990               1,151,896
      Land                                                                        1,267,153               1,267,153
      Buildings and improvements (net of accumulated
        depreciation of $3,740,329 and $2,760,074)                               33,148,904              34,109,040
      Intangible assets (net of accumulated amortization of
        $99,708 and $71,151)                                                        383,683                 412,240
      Other                                                                         204,015                 243,968
                                                                            ---------------         ---------------

                                                                               $ 37,562,026            $ 38,820,515
                                                                               ============            ============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                $      440,274          $      372,568
        Due to related parties                                                      865,078               1,343,366
        Mortgage and construction loans                                          23,442,101              23,410,498
        Note payable                                                                100,000                 100,000
        Accrued interest                                                            683,335                 556,684
        Other                                                                       168,967                 338,544
                                                                            ---------------         ---------------

                                                                                 25,699,755              26,121,660
                                                                              -------------           -------------
      Partners' equity (deficit)

        American Tax Credit Trust, Series I
           Capital contributions, net of distributions
             (includes receivable of $673,050 and $1,073,050)                    14,638,203              14,758,041
           Cumulative loss                                                       (2,738,045)             (2,095,226)
                                                                              -------------           ------------- 

                                                                                 11,900,158              12,662,815
                                                                              -------------           -------------
        General partners and other limited partners
           Capital contributions, net of distributions                              217,360                 284,686
           Cumulative loss                                                         (255,247)               (248,646)
                                                                             --------------          -------------- 

                                                                                    (37,887)                 36,040
                                                                            ---------------        ----------------

                                                                                 11,862,271              12,698,855
                                                                              -------------           -------------

                                                                               $ 37,562,026            $ 38,820,515
                                                                               ============            ============
     </TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                               AMERICAN TAX CREDIT TRUST,
                                          a Delaware statutory business trust
                                                        Series I
                                      NOTES TO FINANCIAL STATEMENTS - (Continued)
                                                   DECEMBER 30, 1997
                                                      (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     three and nine  month  periods  ended  September  30,  1997 and 1996 are as
     follows:

                                                     Three Months     Nine Months Ended     Three Months     Nine Months Ended
                                                    Ended September     September 30,      Ended September     September 30,
                                                          30,                                    30,
                                                            1997              1997                 1996              1996
                                                   ----------------------------------------------------------------------
      <S>                                          <C>                <C>                 <C>                <C>
      REVENUE

      Rental                                       $       916,570     $    2,761,403     $       897,540     $    2,560,311
      Interest and other                                      23,544             72,035              21,807             59,131
                                                   -----------------  -----------------   -----------------  -----------------

      TOTAL REVENUE                                         940,114         2,833,438              919,347         2,619,442
                                                   ----------------   ---------------     ----------------   ---------------

      EXPENSES

      Administrative                                      170,367             503,894            187,137             482,294
      Utilities                                            91,287             347,253             77,235             288,857
      Operating, maintenance and other                    176,806             519,930            206,095             520,782
      Taxes and insurance                                 126,363             341,247            199,755             438,586
      Interest (including amortization of
        $9,496, $28,557, $8,468 and $21,748)              280,051             790,279            241,213             716,127
      Depreciation                                          325,609            980,255             312,422            888,864
                                                   ----------------   ----------------    ----------------   ----------------

       TOTAL EXPENSES                                    1,170,483          3,482,858           1,223,857          3,335,510
                                                   ---------------    ---------------     ---------------    ---------------

      NET LOSS                                     $     (230,369)    $     (649,420)     $     (304,510)     $     (716,068)
                                                   ==============     ============== =    ==============      ============== 

      NET LOSS ATTRIBUTABLE TO

        American Tax Credit Trust, Series I        $     (228,039)     $     (642,819)    $     (301,444)     $     (708,780)
         General partners and other limited
           partners                                           (2,330)            (6,601)             (3,066)            (7,288)
                                                   -----------------  -----------------   -----------------  ----------------- 

                                                   $     (230,369)     $     (649,420)    $     (304,510)     $     (716,068)
                                                   ==============      ==============     ==============      ============== 
     </TABLE>

     The combined results of operations of the Local  Partnerships for the three
     and nine  month  periods  ended  September  30,  1997  are not  necessarily
     indicative  of the  results  that may be expected  for an entire  operating
     period.

4.   Additional Information

     Additional  information,  including  the audited  March 30, 1997  Financial
     Statements  and  the  Organization,  Purpose  and  Summary  of  Significant
     Accounting Policies,  is included in the Trust's Annual Report on Form 10-K
     for the fiscal year ended March 30,  1997 on file with the  Securities  and
     Exchange Commission.


<PAGE>





                                              AMERICAN TAX CREDIT 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 December 30, 1997,  Registrant has not experienced a significant change in
financial  condition as compared to March 30, 1997.  Principal changes in assets
are comprised of periodic transactions and adjustments and anticipated equity in
loss from  operations  of the Local  Partnerships.  During the nine months ended
December  30,  1997,   Registrant  received  cash  from  interest  earnings  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 increased, in the aggregate, by approximately $150,000 during
the  nine  months  ended  December  30,  1997,  which  increase  includes  a net
unrealized gain recorded on investments in bonds of approximately  $60,000,  the
amortization of net premium on investments in bonds of approximately  $3,000 and
cash  distributions  received  from Local  Partnerships.  During the nine months
ended  December 30, 1997, the  investment in Local  Partnerships  decreased as a
result of Registrant's  equity in the Local  Partnerships' net loss for the nine
months ended September 30, 1997 of $642,819 and cash distributions received from
Local Partnerships of $119,838. Payable to manager represents accrued management
fees.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout the United States.  The
rents of the  Properties,  certain  of which  receive  rental  subsidy  payments
pursuant to subsidy agreements ("HAP Contracts"),  are subject to specific laws,
regulations  and  agreements   with  federal  and  state  agencies.   One  Local
Partnership's  HAP Contract,  which covers certain rental units, is scheduled to
expire in 1998  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,
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 nine months ended September 30,
1997,  revenue from  operations of the Local  Partnerships  have  generally been
sufficient to cover the operating  expenses and Mandatory  Debt Service.  All of
the Local Partnerships have achieved full operational status and are effectively
operating at or near 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 any required deferral
of property 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,  under which 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  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.  As of December 30,  1997,  no  investment  in any Local  Partnership  has
reached a zero balance.



<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 (continued)

Three Months Ended December 30, 1997

For the three months  ended  December  30,  1997,  Registrant  had a net loss of
approximately $255,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $228,000 for the three months ended September 30,
1997.  Registrant's loss from operations for the three months ended December 30,
1997  of   approximately   $27,000  was  attributable  to  interest  revenue  of
approximately  $35,000,  exceeded by operating expenses of approximately $58,000
and amortization of organization costs of approximately $4,000.

The Local Partnerships' net loss of approximately  $230,000 for the three months
ended  September  30,  1997 was  attributable  to rental  and other  revenue  of
approximately  $940,000,  exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately $835,000 and approximately $335,000 of
depreciation and amortization expenses.

Three Months Ended December 30, 1996

For the three months  ended  December  30,  1996,  Registrant  had a net loss of
approximately $324,000,  which included an equity in loss of investment in Local
Partnerships of approximately  $302,000 for the three months ended September 30,
1996.  Registrant's loss from operations for the three months ended December 30,
1996  of   approximately   $22,000  was  attributable  to  interest  revenue  of
approximately  $39,000,  exceeded by operating expenses of approximately $57,000
and amortization of organization costs of approximately $4,000.

The Local Partnerships' net loss of approximately  $305,000 for the three months
ended  September  30,  1996 was  attributable  to rental  and other  revenue  of
approximately  $919,000,  exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately $903,000 and approximately $321,000 of
depreciation and amortization expenses.

Nine Months Ended December 30, 1997

For the nine  months  ended  December  30,  1997,  Registrant  had a net loss of
approximately $723,000,  which included an equity in loss of investment in Local
Partnerships of  approximately  $643,000 for the nine months ended September 30,
1997.  Registrant's  loss from operations for the nine months ended December 30,
1997  of   approximately   $80,000  was  attributable  to  interest  revenue  of
approximately $106,000, exceeded by operating expenses of approximately $175,000
and amortization of organization costs of approximately $11,000.

The Local  Partnerships' net loss of approximately  $649,000 for the nine months
ended  September  30,  1997 was  attributable  to rental  and other  revenue  of
approximately $2,833,000, exceeded by operating and interest expenses (including
Non-Mandatory Interest) of approximately $2,473,000 and approximately $1,009,000
of depreciation and amortization expenses.

Nine Months Ended December 30, 1996

For the nine  months  ended  December  30,  1996,  Registrant  had a net loss of
approximately $773,000,  which included an equity in loss of investment in Local
Partnerships of  approximately  $709,000 for the nine months ended September 30,
1996.  Registrant's  loss from operations for the nine months ended December 30,
1996  of   approximately   $64,000  was  attributable  to  interest  revenue  of
approximately $123,000, exceeded by operating expenses of approximately $176,000
and amortization of organization costs of approximately $11,000.



<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 (continued)

The Local  Partnerships' net loss of approximately  $716,000 for the nine months
ended  September  30,  1996 was  attributable  to rental  and other  revenue  of
approximately $2,620,000, exceeded by operating and interest expenses (including
Non-Mandatory  Interest) of approximately  $2,425,000 and approximately $911,000
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 and Nine Month Periods Ended December 30, 1997 v.
Three and Nine Month Periods Ended December 30, 1996

Registrant's operations for the three months ended December 30, 1997 resulted in
a net loss of approximately  $255,000 as compared to a net loss of approximately
$324,000 for the three months ended  December 30, 1996. The decrease in net loss
is primarily  attributed  to a decrease in equity in loss of investment in Local
Partnerships  of  approximately  $73,000,  which is  primarily  the  result of a
decrease in real estate taxes of certain Local Partnerships including refunds of
prior years' taxes.

Registrant's  operations for the nine months ended December 30, 1997 resulted in
a net loss of approximately  $723,000 as compared to a net loss of approximately
$773,000 for the nine months ended  December 30, 1996.  The decrease in net loss
is primarily  attributed  to a decrease in equity in loss of investment in Local
Partnerships  of  approximately  $66,000,  which is  primarily  the  result of a
decrease in real estate taxes of certain Local Partnerships including refunds of
prior years' taxes,  offset by a decrease in  Registrant's  interest  revenue of
approximately $17,000.



<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:    February  13, 1998               /s/  Richard Paul Richman
          -------------------                -------------------------
                                            Richard Paul Richman
                                            President, Chief Executive
                                            Officer and Director of the Manager


Dated:    February 13, 1998                /s/  Neal Ludeke
          -------------------               --------------------------
                                            Neal Ludeke
                                            Vice President and
                                            Treasurer of the Manager
                                           (Principal Financial and Accounting
                                            Officer of The Trust)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>  This schedule contains summary financial information extracted from
 the quarter ended December 30, 1997 Form 10Q Balance Sheets and Statements of
 Operations and is qualified in its entirety by reference to such financial 
 statements.
</LEGEND>
<CIK>                           0000897315
<NAME>                      American Tax Credit Trust
<MULTIPLIER>          1,000
<CURRENCY>             0
       
<S>                                                                     <C>
<PERIOD-TYPE>                                                                                   9-MOS
<FISCAL-YEAR-END>                                                                         MAR-30-1998
<PERIOD-START>                                                                            MAR-31-1997
<PERIOD-END>                                                                              DEC-30-1997
<EXCHANGE-RATE>                                                                                  1.00
<CASH>                                                                                           1534
<SECURITIES>                                                                                      991
<RECEIVABLES>                                                                                      15
<ALLOWANCES>                                                                                        0
<INVENTORY>                                                                                         0
<CURRENT-ASSETS>                                                                                    0
<PP&E>                                                                                              0
<DEPRECIATION>                                                                                      0
<TOTAL-ASSETS>                                                                                 14,454
<CURRENT-LIABILITIES>                                                                           1,094
<BONDS>                                                                                             0
                                                                               0
                                                                                         0
<COMMON>                                                                                            0
<OTHER-SE>                                                                                          0
<TOTAL-LIABILITY-AND-EQUITY>                                                                   14,454
<SALES>                                                                                             0
<TOTAL-REVENUES>                                                                                  106
<CGS>                                                                                               0
<TOTAL-COSTS>                                                                                       0
<OTHER-EXPENSES>                                                                                  186
<LOSS-PROVISION>                                                                                    0
<INTEREST-EXPENSE>                                                                                  0
<INCOME-PRETAX>                                                                                  (723)
<INCOME-TAX>                                                                                        0
<INCOME-CONTINUING>                                                                              (723)
<DISCONTINUED>                                                                                      0
<EXTRAORDINARY>                                                                                     0
<CHANGES>                                                                                           0
<NET-INCOME>                                                                                     (723)
<EPS-PRIMARY>                                                                                  (38.37)
<EPS-DILUTED>                                                                                       0
                                                                                                   


</TABLE>


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