AMERICAN TAX CREDIT TRUST SERIES I
10-Q, 1999-02-11
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, 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                            Page


Balance Sheets as of December 30, 1998
(Unaudited) and March 30, 1998 (Unaudited)..................................3

Statements of Operations for the three
 and nine month periods ended December 30, 1998 (Unaudited)
 and December 30, 1997 (Unaudited).... .....................................4

Statements of Cash Flows for the nine 
 months ended December 30, 1998 (Unaudited)
 and December 30, 1997 (Unaudited)..........................................5

Notes to Financial Statements as of 
 December 30, 1998 (Unaudited)..............................................7


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

<S>                                                                   <C>       <C>                  <C>
                                                                                   December 30,          March 30,
                                                                        Notes          1998                1998
                                                                        ------     -------------        ------------   

ASSETS

Cash and cash equivalents                                                          $     932,796        $     837,174
Restricted cash                                                           4              410,275              711,505
Investments in bonds available-for-sale                                   3            1,017,315              999,656
Investment in local partnerships                                          4           10,634,581           11,515,253
Interest receivable                                                                       15,150               15,726
   of $75,000 and $65,000)                                                                                     10,000
                                                                                   -------------        -------------
LIABILITIES AND OWNERS' EQUITY (DEFICIT)                                           $  13,010,117        $  14,089,314
                                                                                   =============        =============  

Liabilities

   Accounts payable and accrued expenses                                           $      19,160        $      22,500
   Payable to manager                                                                    452,444              381,682
   Capital contributions payable                                          4              366,617              673,050
   Interest payable                                                       4               43,658               38,455
                                                                                   -------------        ------------- 
                                                                                         881,879            1,115,687
                                                                                   -------------        ------------- 
Commitments and contingencies                                             4

Owners' equity (deficit)

   Manager                                                                               (42,854)             (34,197)
   Beneficial owners (18,654 units of beneficial 
     ownership interest outstanding)                                                  12,145,664           13,002,736
   Accumulated other comprehensive income, net                           2,3              25,428                5,088
                                                                                   -------------        ------------- 
                                                                                      12,128,238           12,973,627
                                                                                   -------------        -------------       
                                                                                   $  13,010,117        $  14,089,314
                                                                                   =============        =============



                       See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<S>                                      <C>         <C>               <C>                 <C>                <C>
                                                      Three Months        Nine Months        Three Months       Nine Months
                                                     Ended December      Ended December     Ended December     Ended December
                                          Notes         30, 1998            30, 1998           30, 1997           30, 1997
                                          -----      --------------      --------------     --------------     --------------


REVENUE

Interest                                                $    33,359         $   103,744         $   35,302         $   105,776
                                                        -----------         -----------         ----------         -----------    
TOTAL REVENUE                                                33,359             103,744             35,302             105,776
                                                        -----------         -----------         ----------         -----------
EXPENSES

Management fee                                               49,642             145,762             48,587             145,762
Professional fees                                             6,816              19,891              6,784              18,477
Printing, postage and other                                   4,879              12,645              2,835              10,499
Amortization                                                  2,500              10,000              3,750              11,250
                                                        -----------         -----------         ----------         -----------
TOTAL EXPENSES                                               63,837             188,298             61,956             185,988
                                                        -----------         -----------         ----------         -----------
Loss from operations                                        (30,478)            (84,554)           (26,654)            (80,212)

Equity in loss of investment in local
  partnerships                               4             (335,658)           (781,175)          (228,039)           (642,819) 
                                                        -----------         -----------         ----------         -----------
NET LOSS                                                   (366,136)           (865,729)          (254,693)           (723,031)

Other comprehensive income (loss)           2,3             (12,231)             20,340             12,493              60,432
                                                        -----------         -----------         ----------         -----------
COMPREHENSIVE LOSS                                      $  (378,367)        $  (845,389)        $ (242,200)        $  (662,599)

NET LOSS ATTRIBUTABLE TO

  Manager                                               $    (3,661)        $    (8,657)        $    (2,547)       $    (7,230)
  Beneficial owners                                        (362,475)           (857,072)           (252,146)          (715,801)
  
                                                        $  (366,136)        $  (865,729)        $  (254,693)       $  (723,031)
NET LOSS per unit of beneficial                         ===========         ===========         ===========        ===========
  ownership interest (18,654 units of              
  beneficial ownership interest)
                                                        $   (19.44)         $    (45.95)        $    (13.51)       $    (38.37)
                                                        ===========         ===========         ===========        ===========

</TABLE>

                       See Notes to Financial Statements.


<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                             <C>                   <C> 
                                                                                      1998                 1997
                                                                                   ----------          ------------   

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                 $   112,204          $    110,396
Cash paid for
   management fee                                                                     (75,000)             (100,000)
   professional fees                                                                  (24,731)              (23,777)
   printing, postage and other expenses                                               (11,145)              (10,207)
                                                                                   ----------          ------------ 

Net cash provided by (used in) operating activities                                     1,328               (23,588)
                                                                                   ----------          ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                                             99,497               119,838

Investments in bonds (includes $282 of accrued interest)                                                    (98,490)

Transfer from (to) restricted cash                                                    301,230                (4,098)

Investment in local partnerships                                                     (306,433)
                                                                                   ----------          ------------ 
Net cash provided by investing activities                                              94,294                17,250
                                                                                   ----------          ------------ 

Net increase (decrease) in cash and cash equivalents                                   95,622                (6,338)

Cash and cash equivalents at beginning of period                                      837,174               830,290
                                                                                   ----------          ------------ 
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $   932,796          $    823,952
                                                                                  ===========          ============   
SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds available-for-sale, net                   $    20,340          $     60,432
                                                                                  ===========          ============



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


                     See Notes to Financial Statements.

</TABLE>
<PAGE>


                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                     STATEMENTS OF CASH FLOWS - (Continued)
                  NINE MONTHS ENDED DECEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                        <C>                      <C>
                                                                                   1998                 1997
                                                                               -----------           -----------      

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

Net loss                                                                       $  (865,729)          $  (723,031)
Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities
    Equity in loss of investment in local partnerships                             781,175               642,819
    Amortization of organization costs                                              10,000                11,250
    Amortization of net premium on investments in bonds                              2,681                 2,681
    Decrease (increase) in interest receivable                                         576                (2,159)
    Decrease in accounts payable and accrued expenses                               (3,340)               (5,008)
    Increase in payable to manager                                                  70,762                45,762
    Increase in interest payable                                                     5,203                 4,098
                                                                               -----------          ------------ 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                            $     1,328          $    (23,588)
                                                                               ===========          ============ 


                       See Notes to Financial Statements.
</TABLE>
<PAGE>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 30, 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 December  30, 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 nine
     month periods ended December 30, 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 (loss), 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 (loss) in the  accompanying  statements of operations
     for the three and nine month periods ended  December 30, 1998 resulted from
     a net unrealized  gain (loss) on  investments in bonds  available-for-sale.
     Accumulated other comprehensive income in the accompanying balance sheet as
     of December 30, 1998 reflects the net  unrealized  gain on  investments  in
     bonds  available-for-sale.  The balance  sheet as of March 30, 1998 and the
     statements  of  operations  for the  three  and nine  month  periods  ended
     December 30, 1997 include certain reclassifications to reflect the adoption
     of SFAS No. 130.


3.   Investments in Bonds Available-For-Sale

     As of December 30, 1998,  certain  information  concerning  investments  in
bonds available-for-sale is as follows:
    <TABLE>
    <S>                                        <C>              <C>                 <C>                  <C>   
                                                                        Gross              Gross
                                                   Amortized         unrealized         unrealized          Estimated
       Description and maturity                       cost             gains              losses           fair value
       -------------------------                -------------     -------------     -------------       ------------- 
       
       Corporate debt securities
          Within one year                          $   98,731        $     4,271        $     --          $   103,002
          After five years through ten years          691,061             23,255            (2,691)           711,625
          After ten years                             202,095                593              --              202,688
       -------------------------                   ----------        -----------        ----------        -----------
                                                   $  991,887        $    28,119        $   (2,691)       $ 1,017,315
                                                   ==========        ===========        ==========        ===========
       
</TABLE>
<PAGE>

                           AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 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  $14,394,424  and  $366,617  are
     outstanding as of December 30, 1998.  Restricted  cash in the  accompanying
     balance sheet as of December 30, 1998 represents such  outstanding  capital
     contributions  along with  accrued  interest  of $43,658 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 September  30,  1998,  the Local
     Partnerships have outstanding mortgage loans payable totaling approximately
     $22,973,000   and  accrued   interest   payable  on  such  loans   totaling
     approximately  $914,000,  which are secured by security interests and liens
     common to mortgage loans on the Local Partnerships' real property and other
     assets.

     For the nine months  ended  December  30,  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                                   (781,175)

          Cash distributions received from Local Partnerships                                   (99,497)
                                                                                          -------------     
          Investment in Local Partnerships as of December 30, 1998                        $  10,634,581
                                                                                          =============
</TABLE>


     The  combined  unaudited  balance  sheets of the Local  Partnerships  as of
     September  30,  1998  and  December  31,  1997 and the  combined  unaudited
     statements of operations of the Local  Partnerships  for the three and nine
     month  periods  ended  September 30, 1998 and 1997 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, 1998
                                   (UNAUDITED)

4.   Investment in Local Partnerships (continued)

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

      ASSETS

      Cash and cash equivalents                                                      $      362,060          $     431,906
      Rents receivable                                                                       45,805                 58,175
      Capital contributions receivable                                                      519,834                673,050
      Escrow deposits and reserves                                                        1,641,349              1,527,756
      Land                                                                                1,267,153              1,267,153
      Buildings and improvements (net of accumulated
        depreciation of $5,207,728 and $4,163,615)                                       31,766,595             32,771,397
      Intangible assets (net of accumulated amortization
        of $133,147 and $106,629)                                                           361,493                388,011
      Other                                                                                 261,126                232,920
                                                                                     --------------          ------------- 
                                                                                     $   36,225,415          $  37,350,368
                                                                                     ==============          =============
      LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

      Liabilities
        Accounts payable and accrued expenses                                        $      396,836          $     377,440
        Due to related parties                                                            1,052,040              1,135,319
        Mortgage loans                                                                   22,972,577             23,356,717
        Notes payable                                                                       100,000                100,000
        Accrued interest                                                                    913,611                761,838
        Other                                                                               144,402                138,975
                                                                                     --------------          -------------
                                                                                         25,579,466             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                                                                (3,899,625)            (3,118,450)
                                                                                     --------------          -------------
                                                                                         10,634,581             11,519,753 
                                                                                     --------------          -------------
       General partners and other limited partners
          Capital contributions, net of distributions                                       276,403                217,360
          Cumulative loss                                                                  (265,035)              (257,034)
                                                                                     --------------          -------------
                                                                                             11,368                (39,674)
                                                                                     --------------          -------------
                                                                                         10,645,949             11,480,079
                                                                                     --------------          -------------
                                                                                     $   36,225,415          $  37,350,368
                                                                                     ==============          =============
</TABLE>
 
<PAGE>
                          AMERICAN TAX CREDIT TRUST,
                       a Delaware statutory business trust
                                    Series I
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                DECEMBER 30, 1998
                                   (UNAUDITED)

4.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     three and nine  month  periods  ended  September  30,  1998 and 1997 are as
     follows:
     <TABLE>     
     <S>                                           <C>                 <C>                <C>                <C>
                                                     Three Months        Nine Months       Three Months         Nine Months
                                                        Ended               Ended              Ended               Ended
                                                    September 30,       September 30,      September 30,       September 30,
                                                         1998               1998               1997                1997
                                                    -------------       -------------      -------------       ------------

      REVENUE
      Rental                                         $     932,791       $  2,797,688       $    916,570       $   2,761,403
      Interest and other                                    29,410             95,624             23,544              72,035
                                                     -------------       ------------       ------------       -------------
      TOTAL REVENUE                                        962,201          2,893,312            940,114           2,833,438
                                                     -------------       ------------       ------------       -------------
      EXPENSES

      Administrative                                       166,497            494,452            170,367             503,894
      Utilities                                             94,094            324,543             91,287             347,253
      Operating, maintenance and other                     303,442            683,017            176,806             519,930
      Taxes and insurance                                  118,401            352,870            126,363             341,247
      Financial (including amortization of                 270,671            783,493            280,051             790,279
          $8,839, $26,518, $9,496 and $28,557)
      Depreciation                                         348,173          1,044,113            325,609             980,255
                                                     -------------       ------------       ------------       -------------
      TOTAL EXPENSES                                     1,301,278          3,682,488          1,170,483           3,482,858

      NET LOSS                                       $    (339,077)      $   (789,176)      $   (230,369)      $    (649,420)
                                                     =============       ============       ============       =============
      NET LOSS ATTRIBUTABLE TO

         American Tax Credit Trust, Series I         $    (335,658)      $   (781,175)      $   (228,039)      $    (642,819)
         General partners and other limited
           partners                                         (3,419)            (8,001)            (2,330)             (6,601)
                                                     -------------       ------------       ------------       -------------

                                                     $    (339,077)      $   (789,176)      $   (230,369)      $    (649,420)
                                                     =============       ============       ============       =============
</TABLE>
     

     The combined results of operations of the Local  Partnerships for the three
     and nine  month  periods  ended  September  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 December 30, 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
nine months ended  December 30, 1998,  Registrant  received  cash from  interest
revenue  and  distributions  from  Local  Partnerships  and  utilized  cash  for
operating expenses and making capital contributions to a Local Partnership. Cash
and cash equivalents and investments in bonds  available-for-sale  increased, in
the aggregate,  by approximately  $113,000 during the nine months ended December
30,  1998  (which  included a net  unrealized  gain on  investments  in bonds of
approximately  $20,000 and the  amortization  of net premium on  investments  in
bonds of approximately  $3,000),  and restricted cash decreased by approximately
$301,000 primarily as a result of capital contribution  payments 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 nine months ended  December 30,
1998, 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, 1998 of $781,175 and cash distributions  received from Local Partnerships of
$99,497. Payable to manager in the accompanying balance sheet as of December 30,
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 December 30,  1998,  no  investment  in any Local  Partnership  has
reached a zero balance.

     Registrant's  operations  for the three months ended  December 30, 1998 and
1997 resulted in net losses of $366,136 and $254,693, respectively. The increase
in net loss is  primarily  attributable  to an  increase  in  equity  in loss of
investment in Local Partnerships of approximately  $108,000 resulting  primarily
from an increase in operating  and  maintenance  expenses  incurred by the Local
Partnerships.  Other  comprehensive  income  (loss) for the three  months  ended
December  30,  1998 and 1997  resulted  from a net  unrealized  gain  (loss)  on
investments in bonds available-for-sale of $(12,231) and $12,493, respectively.

     The Local  Partnerships'  net loss of approximately  $339,000 for the three
months ended September 30, 1998 was  attributable to rental and other revenue of
approximately  $962,000,  exceeded by operating and interest expenses (including
interest on  non-mandatory  debt) of  approximately  $944,000 and  approximately
$357,000 of depreciation and amortization  expenses. 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  interest on non-mandatory  debt) of
approximately   $835,000  and   approximately   $335,000  of  depreciation   and
amortization  expenses.  The results of operations of the Local Partnerships for
the three months ended September 30, 1998 are not necessarily  indicative of the
results that may be expected in future periods.

     Registrant's  operations  for the nine months  ended  December 30, 1998 and
1997 resulted in net losses of $865,729 and $723,031, respectively. The increase
in net loss is  primarily  attributable  to an  increase  in  equity  in loss of
investment in Local Partnerships of approximately  $138,000 resulting  primarily
from an increase in operating  and  maintenance  expenses  incurred by the Local
Partnerships.  Other comprehensive income for the nine months ended December 30,
1998  and 1997  resulted  from a net  unrealized  gain on  investments  in bonds
available-for-sale of $20,340 and $60,432, 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  $789,000 for the nine
months ended September 30, 1998 was  attributable to rental and other revenue of
approximately $2,893,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $2,611,000 and  approximately
$1,071,000 of depreciation and amortization  expenses.  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 interest on non-mandatory
debt) of approximately  $2,473,000 and approximately  $1,009,000 of depreciation
and amortization  expenses.  The results of operations of the Local Partnerships
for the nine months ended September 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  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
nine months ended  September  30, 1998,  revenue  from  operations  of the Local
Partnerships  has 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.

Year 2000 Compliance

     The  inability  of  computers,   software  and  other  equipment  utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly referred to as the year 2000 compliance ("Y2K") issue. As
the year 2000  approaches,  such  systems  may be unable to  accurately  process
certain  data-based  information.  Many businesses may need to upgrade  existing
systems or purchase new ones to correct the Y2K issue. The total cost associated
with Y2K  implementation  is not  expected  to  materially  impact  Registrant's
financial  position or results of operations in any given year.  However,  there
can be no  assurance  that the  systems of other  entities  on which  Registrant
relies,  including  the  Local  Partnerships  which  report to  Registrant  on a
periodic basis for the purpose of Registrant's reporting to its investors,  will
be timely  converted.  There can be no  assurance  that a failure  to convert by
another entity would not have a material adverse impact on Registrant.


<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 11, 1999                    /s/  Richard Paul Richman
       -----------------                    -------------------------
                                            Richard Paul Richman
                                            President, Chief Executive
                                            Officer and Director of the Manager


Dated: February 11, 1999                    /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, 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>            9-MOS
<FISCAL-YEAR-END>        MAR-30-1999
<PERIOD-START>           MAR-30-1998
<PERIOD-END>             DEC-30-1998
<EXCHANGE-RATE>                 1.00
<CASH>                           933
<SECURITIES>                   1,017
<RECEIVABLES>                      0     
<ALLOWANCES>                       0
<INVENTORY>                        0
<CURRENT-ASSETS>                   0
<PP&E>                             0
<DEPRECIATION>                     0
<TOTAL-ASSETS>                13,010
<CURRENT-LIABILITIES>            882
<BONDS>                            0
              0
                        0
<COMMON>                           0
<OTHER-SE>                         0
<TOTAL-LIABILITY-AND-EQUITY>  13,010
<SALES>                            0
<TOTAL-REVENUES>                 104
<CGS>                              0
<TOTAL-COSTS>                      0
<OTHER-EXPENSES>                 188
<LOSS-PROVISION>                   0
<INTEREST-EXPENSE>                 0
<INCOME-PRETAX>                 (866)
<INCOME-TAX>                       0
<INCOME-CONTINUING>             (866)
<DISCONTINUED>                     0
<EXTRAORDINARY>                    0
<CHANGES>                          0
<NET-INCOME>                    (866)
<EPS-PRIMARY>                 (45.95)
<EPS-DILUTED>                      0
        

</TABLE>


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