AMERICAN TAX CREDIT TRUST SERIES I
10-Q, 1998-11-02
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, 1998

                                                        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>


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

                         Part I - FINANCIAL INFORMATION




Item 1.  Financial Statements


Table of Contents           


Balance Sheets as of September 29, 1998 (Unaudited) and March 30, 1998
(Unaudited)

Statements of Operations for the three and six month periods ended
 September 29, 1998 (Unaudited)and September 29, 1997 (Unaudited)

Statements of Cash Flows for the six months ended September 29, 1998
 (Unaudited) and September 29, 1997 (Unaudited)

Notes to Financial Statements as of September 29, 1998 (Unaudited)





<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                                 BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                  September 29,          March 30,
                                                                        Notes          1998                1998
<S>                                                                     ------    -------------          --------- 
                                                                          <C>       <C>                  <C>

ASSETS

Cash and cash equivalents                                                          $     928,133        $   837,174
Restricted cash                                                           4              561,976            711,505
Investments in bonds available-for-sale                                   3            1,030,440            999,656
Investment in local partnerships                                          4           10,970,239         11,515,253
Interest receivable                                                                       15,535             15,726
Organization costs (less accumulated amortization
   of $72,500 and $65,000)                                                                 2,500             10,000
                                                                                   -------------        -----------

                                                                                   $  13,508,823        $14,089,314
                                                                                   =============        ===========

LIABILITIES AND OWNERS' EQUITY (DEFICIT)

Liabilities

   Accounts payable and accrued expenses                                           $      12,440        $    22,500
   Payable to manager                                                                    427,802            381,682
   Capital contributions payable                                          4              519,834            673,050
   Interest payable                                                       4               42,142             38,455
                                                                                   -------------        -----------

                                                                                       1,002,218          1,115,687
                                                                                   -------------        -----------

Commitments and contingencies                                             4

Owners' equity (deficit)

   Manager                                                                               (39,193)           (34,197)
   Beneficial owners (18,654 units of beneficial ownership interest
     outstanding)                                                                     12,508,139         13,002,736
   Accumulated other comprehensive income, net                           2,3              37,659              5,088
                                                                                   -------------        -----------

                                                                                      12,506,605         12,973,627
                                                                                   -------------        -----------

                                                                                   $  13,508,823        $14,089,314
                                                                                   =============        ===========
</TABLE>










                       See Notes to Financial Statements.





<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                      Three Months         Six Months        Three Months        Six Months
                                                         Ended               Ended              Ended              Ended
                                                     September 29,       September 29,      September 29,      September 29,
                                           Notes          1998                1998               1997               1997
<S>                                                  -------------       -------------      -------------      -------------   
                                           <C>       <C>                <C>                 <C>                <C>

REVENUE

Interest                                              $    35,143        $    70,385         $    35,820        $    70,474
                                                      -----------        -----------         -----------        -----------

TOTAL REVENUE                                              35,143             70,385              35,820             70,474
                                                      -----------        -----------         -----------        -----------


EXPENSES

Management fee                                             48,060             96,120              49,042             97,175
Professional fees                                           6,553             13,075               6,193             11,693
Printing, postage and other                                 2,120              7,766               1,547              7,664
Amortization                                                3,750              7,500               3,750              7,500
                                                      -----------        -----------         -----------        -----------

TOTAL EXPENSES                                             60,483            124,461              60,532            124,032
                                                      -----------        -----------         -----------        -----------

Loss from operations                                      (25,340)           (54,076)            (24,712)           (53,558)

Equity in loss of investment in local
  partnerships                               4           (188,942)          (445,517)           (165,403)          (414,780)
                                                      ------------       ------------        ------------       ------------ 

NET LOSS                                                 (214,282)          (499,593)           (190,115)          (468,338)

Other comprehensive income                  2,3            25,645             32,571              23,522             47,939
                                                      -----------         ----------         -----------        -----------

COMPREHENSIVE LOSS                                     $ (188,637)        $ (467,022)        $  (166,593)        $ (420,399)
                                                       ===========         ==========         ===========         ========== 


NET LOSS ATTRIBUTABLE TO

  Manager                                             $   (2,143)        $    (4,996)        $   (1,901)        $   (4,683)
  Beneficial owners                                     (212,139)           (494,597)          (188,214)          (463,655)
                                                      -----------         -----------        -----------        ----------- 

                                                      $ (214,282)        $  (499,593)        $ (190,115)        $ (468,338)
                                                      ==========         ===========         ==========         ========== 
NET LOSS per unit of beneficial
  ownership interest (18,654 units of
  beneficial ownership interest)                      $   (11.37)        $    (26.51)        $   (10.09)        $   (24.86)
                                                      ==========         ============        ==========         ========== 

</TABLE>




                       See Notes to Financial Statements.
<PAGE>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 29, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                     1998                 1997
<S>                                                                                 ------               ------
                                                                                      <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                 $   76,050           $   71,986
Cash paid for
   management fee                                                                    (50,000)             (75,000)
   professional fees                                                                 (23,635)             (22,577)
   printing, postage and other expenses                                               (7,266)              (7,373)
                                                                                ------------         ------------ 
Net cash used in operating activities                                                 (4,851)             (32,964)
                                                                                ------------         ------------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Cash ditributions from local partnerships                                             99,497              119,838
Investments in bonds (includes $282 of accrued interest)                                                  (98,490)
Transfer from (to) restricted cash                                                   149,529               (2,546)
Investment in local partnerships                                                    (153,216)              
                                                                                ------------         ------------                   
Net cash provided by investing activities                                             95,810               18,802
                                                                                ------------         ------------ 

Net increase (decrease) in cash and cash equivalents                                  90,959              (14,162)

Cash and cash equivalents at beginning of period                                     837,174              830,290                   
                                                                                ------------           ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $   928,133           $  816,128
                                                                                ============           ==========



SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds available-for-sale, net                  $    32,571           $   47,939
                                                                                ============           ==========



- ------------------------------------------------------------------------------------------------------------------
See reconciliation of net loss to net cash used in operating activities on page 6.
</TABLE>









                       See Notes to Financial Statements.



<PAGE>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                     STATEMENTS OF CASH FLOWS - (Continued)
                  SIX MONTHS ENDED SEPTEMBER 29, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                   1998                 1997
                                                                                  ------               ------  
    <S>                                                                           <C>                  <C>

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

Net loss                                                                        $ (499,593)          $ (468,338)

Adjustments to reconcile net loss to net cash used in operating activities

    Equity in loss of investment in local partnerships                             445,517              414,780
    Amortization of organization costs                                               7,500                7,500
    Amortization of net premium on investments in bonds                              1,787                1,606
    Decrease (increase) in interest receivable                                         191               (2,641)
    Decrease in accounts payable and accrued expenses                              (10,060)             (11,044)
    Increase in payable to manager                                                  46,120               22,627
    Increase in interest payable                                                     3,687                2,546
                                                                                ----------           ----------
NET CASH USED IN OPERATING ACTIVITIES                                           $   (4,851)          $  (32,964)
                                                                                ==========           ========== 

</TABLE>






























                       See Notes to Financial Statements.



<PAGE>





                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 29, 1998
                                   (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, 1998 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, 1998 are not  necessarily  indicative of
     the results that may be expected for the entire year.


2.   Comprehensive Income

     On March 31, 1998,  the Trust  adopted  Statement  of Financial  Accounting
     Standard ("SFAS") No. 130, "Reporting  Comprehensive  Income." As a result,
     the  statements  of  operations  include an amount for other  comprehensive
     income, as well as comprehensive  loss. Other  comprehensive  income (loss)
     consists of revenues, expenses, gains and losses that have affected owners'
     equity (deficit) but which are excluded from net loss. Other  comprehensive
     income in the  accompanying  statements of operations for the three and six
     month periods ended  September 29, 1998 resulted from a net unrealized gain
     on  investments  in  bonds   available-for-sale   of  $25,645  and  32,571,
     respectively.  Accumulated other  comprehensive  income in the accompanying
     balance  sheet as of September  29, 1998  reflects the  unrealized  gain on
     investments in bonds available-for-sale of $37,659. The balance sheet as of
     March 30, 1998 and the statements of operations for the three and six month
     periods  ended  September  29, 1997 include  certain  reclassifications  to
     reflect the adoption of SFAS No. 130.


3.   Investments in Bonds Available-For-Sale

     As of September 29, 1998,  certain  information  concerning  investments in
     bonds available-for-sale is as follows:
       <TABLE>
       <CAPTION>                                
                                                                        Gross              Gross
                                                    Amortized         unrealized         unrealized         Estimated
       Description and maturity                       cost              gains              losses          fair value
       ------------------------                    ------------      -------------        --------        ------------              
   <S>                                             <C>                <C>               <C>                <C>
       
       Corporate debt securities
          Within one year                          $     98,656      $      5,180         $   --           $   103,836
          After five years through ten years            692,040            30,844             --               722,884
          After ten years                               202,085             1,635             --               203,720
                                                   ------------      ------------         --------         -----------
                                                   $    992,781      $     37,659         $   --           $ 1,030,440
                                                   ============      ============         ========         ===========
       
       </TABLE>











<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


4.   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  $14,241,207  and  $519,834  are
     outstanding as of September 29, 1998.  Restricted cash in the  accompanying
     balance sheet as of September 29, 1998 represents such outstanding  capital
     contributions  along with  accrued  interest  of $42,142 on an  outstanding
     capital contribution.  The outstanding capital contributions are payable in
     installments  upon  each  Local  Partnership's  satisfaction  of  specified
     conditions  related  to  operations.   As  of  June  30,  1998,  the  Local
     Partnerships have outstanding mortgage loans payable totaling approximately
     $23,060,000   and  accrued   interest   payable  on  such  loans   totaling
     approximately  $853,000,  which are secured by security interests and liens
     common to mortgage loans on the Local Partnerships' real property and other
     assets.

     For the six months ended September 29, 1998, the investment in Local
     Partnerships activity consists of the following:
       <TABLE>
       <S>                                                                             <C>
     Investment in Local Partnerships as of March 30, 1998                      $ 11,515,253
     Equity in loss of investment in Local Partnerships                             (445,517)
     Cash distributions received from Local Partnerships                             (99,497)
                                                                                ------------- 
     Investment in Local Partnerships as of September 29, 1998                  $ 10,970,239
                                                                                =============
     </TABLE>

     The combined  unaudited balance sheets of the Local Partnerships as of June
     30, 1998 and  December 31, 1997 and the combined  unaudited  statements  of
     operations  of the Local  Partnerships  for the three and six month periods
     ended June 30, 1998 and 1997 are reflected on pages 9 and 10, respectively.




<PAGE>




                             AMERICAN TAX CREDIT TRUST,
                      a Delaware statutory business trust
                                 Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)

4.   Investment in Local Partnerships (continued)

     The combined balance sheets of the Local Partnerships as of  June 30, 1998
     and December 31, 1997 are as follows:
       <TABLE>
       <CAPTION>
                                                                                        June 30,          December 31,
                                                                                          1998                1997
                                                                                     -------------        ------------
      <S>                                                                            <C>                  <C>
      ASSETS

      Cash and cash equivalents                                                      $     338,130        $    431,906
      Rents receivable                                                                      74,957              58,175
      Capital contributions receivable                                                     519,834             673,050
      Escrow deposits and reserves                                                       1,643,464           1,527,756
      Land                                                                               1,267,153           1,267,153
      Buildings and improvements (net of accumulated depreciation of $4,859,555
        and $4,163,615)                                                                 32,093,307          32,771,397
      Intangible assets (net of accumulated amortization of $124,308
        and $106,629)                                                                      370,332             388,011
      Other                                                                                304,234             232,920
                                                                                     -------------        ------------

                                                                                     $  36,611,411        $ 37,350,368
                                                                                     =============        ============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities

        Accounts payable and accrued expenses                                        $     412,317        $    377,440
        Due to related parties                                                           1,061,264           1,135,319
        Mortgage loans                                                                  23,060,459          23,356,717
        Notes payable                                                                      100,000             100,000
        Accrued interest                                                                   852,985             761,838
        Other                                                                              139,360             138,975
                                                                                     -------------       -------------

                                                                                        25,626,385          25,870,289
                                                                                     -------------       -------------
      Partners' equity (deficit)

        American Tax Credit Trust, Series I
          Capital contributions, net of distributions (includes receivable of
             $519,834 and $673,050)                                                     14,534,206          14,638,203
          Cumulative loss                                                               (3,563,967)         (3,118,450)
                                                                                      ------------        ------------ 

                                                                                        10,970,239          11,519,753
                                                                                      ------------        ------------
        General partners and other limited partners
          Capital contributions, net of distributions                                      276,403             217,360
          Cumulative loss                                                                 (261,616)           (257,034)
                                                                                      ------------        ------------ 

                                                                                            14,787             (39,674)
                                                                                      -------------       ------------ 

                                                                                        10,985,026          11,480,079
                                                                                      -------------       ------------

                                                                                      $ 36,611,411        $ 37,350,368
                                                                                      =============       ============
           </TABLE>






<PAGE>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 29, 1998
                                   (UNAUDITED)


4.   Investment in Local Partnerships (continued)

     The combined  statements of operations of the Local  Partnerships for 
     the three and six month periods ended June 30, 1998 
     and 1997 are as follows:
     <TABLE>
     <CAPTION>
                                                     Three Months        Six Months        Three Months         Six Months
                                                        Ended               Ended              Ended              Ended
                                                       June 30,           June 30,           June 30,            June 30,
                                                         1998               1998               1997                1997
                                                   --------------      --------------     --------------      -------------
      <S>                                            <C>                 <C>                <C>                <C>
      
      REVENUE
      

      Rental                                         $    928,061        $  1,864,897       $    923,031       $  1,844,833
      Interest and other                                   27,411              66,214             12,683             48,491
                                                   --------------      --------------     --------------     --------------

      TOTAL REVENUE                                       955,472           1,931,111            935,714          1,893,324
                                                   --------------      --------------     --------------     --------------


      EXPENSES

      Administrative                                      162,383             327,955            166,437            333,527
      Utilities                                           117,095             230,449            107,052            255,966
      Operating, maintenance and other                    191,446             379,575            164,998            343,124
      Taxes and insurance                                 100,695             234,469             86,345            214,884
      Financial (including amortization of
          $8,839, $17,679, $9,528 and $19,061)            226,763             512,822            252,370            510,228
      Depreciation                                        347,968             695,940            325,626            654,646
                                                   --------------      --------------     --------------     --------------

      TOTAL EXPENSES                                    1,146,350           2,381,210          1,102,828          2,312,375
                                                   --------------      --------------     --------------     --------------

      NET LOSS                                       $   (190,878)       $   (450,099)      $   (167,114)      $   (419,051)
                                                   ==============      ==============     ==============     ============== 


      NET LOSS ATTRIBUTABLE TO

         American Tax Credit Trust, Series I         $   (188,942)       $   (445,517)      $   (165,403)      $   (414,780)
         General partners and other limited
           partners                                        (1,936)             (4,582)            (1,711)            (4,271)
                                                   --------------      --------------     --------------     -------------- 

                                                     $   (190,878)       $   (450,099)      $   (167,114)      $   (419,051)
                                                   ==============      ==============     ==============     ============== 
     </TABLE>
     The combined results of operations of the Local  Partnerships for the three
     and six month periods ended June 30, 1998 are not necessarily indicative of
     the results that may be expected for an entire operating period.


5.   Additional Information

     Additional  information,  including  the audited  March 30, 1998  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,  1998 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, 1998,  American Tax Credit Trust (the  "Registrant") has not
experienced a significant change in financial condition as compared to March 30,
1998.  Principal  changes in assets are comprised of periodic  transactions  and
adjustments  and  anticipated  equity  in  loss  from  operations  of the  local
partnerships  (the  "Local  Partnerships")  which  own  low-income   multifamily
residential  complexes (the  "Properties")  which qualify for the low-income tax
credit in accordance  with Section 42 of the Internal  Revenue Code.  During the
six months ended  September  29, 1998,  Registrant  received  cash from interest
revenue  and  distributions  from  Local  Partnerships  and  utilized  cash  for
operating  expenses and making a capital  contribution  to a Local  Partnership.
Cash and cash equivalents and investments in bonds available-for-sale increased,
in the  aggregate,  by  approximately  $122,000  during  the  six  months  ended
September 29, 1998 (which included a net unrealized gain on investments in bonds
of  approximately  $33,000 and the amortization of net premium on investments in
bonds of approximately  $2,000),  and restricted cash decreased by approximately
$150,000 primarily as a result of a capital contribution payment made to a Local
Partnership. Notwithstanding circumstances that may arise in connection with the
Properties, Registrant does not expect to realize significant gains or losses on
its  investments  in bonds,  if any.  During the six months ended  September 29,
1998, 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,
1998 of $445,517 and cash  distributions  received  from Local  Partnerships  of
$99,497.  Payable to manager in the  accompanying  balance sheet as of September
29, 1998 represents deferred management fees.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in Local Partnerships
in accordance with the equity method of accounting.  Accordingly, the investment
is  carried  at cost,  which  includes  capital  contributions  payable,  and is
adjusted  for  Registrant's  share  of  each  Local  Partnership's   results  of
operations and by cash distributions received. Equity in loss of each investment
in Local  Partnership  allocated to  Registrant  is  recognized to the extent of
Registrant's  investment  balance in each Local  Partnership.  Equity in loss in
excess of Registrant's investment balance in a Local Partnership is allocated to
other partners' capital in any such Local Partnership. As a result, the reported
equity in loss of  investment in Local  Partnerships  is expected to decrease as
Registrant's  investment  balances in the respective Local  Partnerships  become
zero.  As of September 29, 1998,  no  investment  in any Local  Partnership  has
reached a zero balance.

Registrant's  operations for the three months ended  September 29, 1998 and 1997
resulted in net losses of $214,282 and $190,115, respectively. The operations of
Registrant and the Local  Partnerships  were  consistent  between 1997 and 1998.
Other  comprehensive  income for the three months ended  September  29, 1998 and
1997   resulted   from  a  net   unrealized   gain  on   investments   in  bonds
available-for-sale of $25,645 and $23,522, respectively.

The Local Partnerships' net loss of approximately  $191,000 for the three months
ended  June  30,  1998  was   attributable   to  rental  and  other  revenue  of
approximately  $955,000,  exceeded by operating and interest expenses (including
interest on  non-mandatory  debt) of  approximately  $789,000 and  approximately
$357,000 of depreciation and amortization  expenses. The Local Partnerships' net
loss of  approximately  $167,000  for the three  months  ended June 30, 1997 was
attributable to rental and other revenue of approximately $936,000,  exceeded by
operating and interest expenses  (including  interest on non-mandatory  debt) of
approximately   $768,000  and   approximately   $335,000  of  depreciation   and
amortization  expenses.  The results of operations of the Local Partnerships for
the three  months  ended June 30,  1998 are not  necessarily  indicative  of the
results that may be expected in future periods.

Registrant's  operations  for the six months ended  September  29, 1998 and 1997
resulted in net losses of $499,593 and $468,338, respectively. The operations of
Registrant and the Local  Partnerships  were  consistent  between 1997 and 1998.
Other comprehensive  income for the six months ended September 29, 1998 and 1997
resulted from a net unrealized  gain on investments in bonds  available-for-sale
of $32,571 and $47,939, respectively.



<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  $450,000 for the six months
ended  June  30,  1998  was   attributable   to  rental  and  other  revenue  of
approximately $1,931,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $1,667,000 and  approximately
$714,000 of depreciation and amortization  expenses. The Local Partnerships' net
loss of  approximately  $419,000  for the six  months  ended  June 30,  1997 was
attributable to rental and other revenue of approximately  $1,893,000,  exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately   $1,638,000  and  approximately   $674,000  of  depreciation  and
amortization  expenses.  The results of operations of the Local Partnerships for
the six months ended June 30, 1998 are not necessarily indicative of the results
that may be expected in future periods.

Local Partnership Matters

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.  Three  Local
Partnerships'  HAP Contracts  are scheduled to expire in 1999,  one of which was
extended for one year during  1998.  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,  certain general partners of the Local
Partnerships (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,  1998,   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 substantially  all 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.

Adoption of Accounting Standard

On March 31, 1998, Registrant adopted Statement of Financial Accounting Standard
("SFAS") No. 130,  "Reporting  Comprehensive  Income." SFAS No. 130  establishes
standards for reporting and display of  comprehensive  income and its components
(revenues,  expenses,  gains  and  losses)  in a  full  set  of  general-purpose
financial  statements.  The adoption of SFAS No. 130 has not materially impacted
Registrant's financial position and results of operations.






<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 2, 1998                /s/  Richard Paul Richman
       ----------------                     -------------------------
                                            Richard Paul Richman
                                            President, Chief Executive
                                            Officer and Director of the Manager


Dated: November 2, 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 September 29, 1998 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>            US Dollars
       
<S>                                                                     <C>
<PERIOD-TYPE>                                                                                   6-MOS
<FISCAL-YEAR-END>                                                                         MAR-30-1999
<PERIOD-START>                                                                            MAR-30-1998
<PERIOD-END>                                                                              SEP-29-1998
<EXCHANGE-RATE>                                                                                  1.00
<CASH>                                                                                            928
<SECURITIES>                                                                                    1,030
<RECEIVABLES>                                                                                       0     
<ALLOWANCES>                                                                                        0
<INVENTORY>                                                                                         0
<CURRENT-ASSETS>                                                                                    0
<PP&E>                                                                                              0
<DEPRECIATION>                                                                                      0
<TOTAL-ASSETS>                                                                                 13,509
<CURRENT-LIABILITIES>                                                                           1,002
<BONDS>                                                                                             0
                                                                               0
                                                                                         0
<COMMON>                                                                                            0
<OTHER-SE>                                                                                          0
<TOTAL-LIABILITY-AND-EQUITY>                                                                   13,509
<SALES>                                                                                             0
<TOTAL-REVENUES>                                                                                   70
<CGS>                                                                                               0
<TOTAL-COSTS>                                                                                       0
<OTHER-EXPENSES>                                                                                  124
<LOSS-PROVISION>                                                                                    0
<INTEREST-EXPENSE>                                                                                  0
<INCOME-PRETAX>                                                                                  (500)
<INCOME-TAX>                                                                                        0
<INCOME-CONTINUING>                                                                              (500)
<DISCONTINUED>                                                                                      0
<EXTRAORDINARY>                                                                                     0
<CHANGES>                                                                                           0
<NET-INCOME>                                                                                     (500)
<EPS-PRIMARY>                                                                                  (26.51)
<EPS-DILUTED>                                                                                       0
        


</TABLE>


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