AMERICAN TAX CREDIT PROPERTIES II L P - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 30, 2000
--------------

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________

0-18405
------------------------
(Commission File Number)

American Tax Credit Properties II L.P.
--------------------------------------
(Exact name of registrant as specified in its governing instruments)

Delaware 13-3495678
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)

Richman Tax Credit Properties II L.P.
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
--------------

Securities registered pursuant to Section 12(b) of the Act:

None None
- --------------------- -------------------------------------------
(Title of each Class) (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class)

- --------------------------------------------------------------------------------
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 such filing
requirement for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

Registrant has no voting stock.

Documents incorporated by reference:

Part I - pages 20 through 33 and 47 through 70 of the prospectus dated May 10,
1989, as supplemented by Supplement No. 1 and Supplement No. 2 dated July 25,
1989 and September 18, 1989, respectively, filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933.

PART I

Item 1. Business

Formation

American Tax Credit Properties II L.P. ("Registrant"), a Delaware limited
partnership, was formed on October 26, 1988 to invest primarily in leveraged
low-income multifamily residential complexes (the "Property" or "Properties")
which qualify for the low-income tax credit in accordance with Section 42 of the
Internal Revenue Code (the "Low-income Tax Credit"), through the acquisition of
limited partnership equity interests in partnerships (the "Local Partnership" or
"Local Partnerships") that are the owners of the Properties. Registrant invested
in fifty such Properties including one Property which also qualifies for the
historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986 (the "Historic Rehabilitation Tax Credit").
Registrant considers its activity to constitute a single industry segment.

Richman Tax Credit Properties II L.P. (the "General Partner"), a Delaware
limited partnership, was formed on October 26, 1988 to act as the general
partner of Registrant. The general partner of the General Partner is Richman Tax
Credits Inc. ("Richman Tax Credits"), a Delaware corporation which is
wholly-owned by Richard Paul Richman. Richman Tax Credits is an affiliate of The
Richman Group, Inc. ("Richman Group"), a Delaware corporation founded by Richard
Paul Richman in 1988.

The Amendment No. 2 to the Registration Statement on Form S-11 was filed with
the Securities and Exchange Commission (the "Commission") on April 21, 1989
pursuant to the Securities Act of 1933 under Registration Statement File No.
33-25337, and was declared effective on May 9, 1989. Reference is made to the
prospectus dated May 10, 1989, as supplemented by Supplement No. 1 and
Supplement No. 2 dated July 25, 1989 and September 18, 1989, respectively, filed
with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933
(the "Prospectus"). Pursuant to Rule 12b-23 of the Commission's General Rules
and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the description of Registrant's business set forth
under the heading "Investment Objectives and Policies" at pages 47 through 70 of
the Prospectus is incorporated herein by reference.

On June 14, 1989, Registrant commenced, through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), the offering of up to 100,000 units of
limited partnership interest ("Unit") at $1,000 per Unit to investors. On June
28, 1989, July 31, 1989 and September 22, 1989, the closings for 13,533, 20,560
and 21,653 Units, respectively, took place, amounting to aggregate limited
partners' capital contributions of $55,746,000.

Competition

Pursuant to Rule 12b-23 of the Commission's General Rules and Regulations
promulgated under the Exchange Act, the description of Registrant's competition,
general risks, tax risks and partnership risks set forth under the heading "Risk
Factors" at pages 20 through 33 of the Prospectus is incorporated herein by
reference.

Employees

Registrant employs no personnel and incurs no payroll costs. All management
activities of Registrant are conducted by the General Partner. An affiliate of
the General Partner employs individuals who perform the management activities of
Registrant. This entity also performs similar services for other affiliates of
the General Partner.

Tax Reform Act of 1986, Revenue Act of 1987, Technical and Miscellaneous Revenue
Act of 1988, Omnibus Budget Reconciliation Act of 1989, Omnibus Budget
Reconciliation Act of 1990, Tax Extension Act of 1991, Omnibus Budget
Reconciliation Act of 1993, Uruguay Round Agreements Act, Tax and Trade Relief
Extension Act of 1998 and Tax and Trade Relief Extension Act of 1999
(collectively the "Tax Acts")

Registrant is organized as a limited partnership and is a "pass through" tax
entity which does not, itself, pay federal income tax. However, the partners of
Registrant who are subject to federal income tax may be affected by the Tax
Acts. Registrant will consider the effect of certain aspects of the Tax Acts on
the partners when making decisions regarding its investments. Registrant does
not anticipate that the Tax Acts will currently have a material adverse impact
on Registrant's business operations, capital resources and plans or liquidity.

2

Item 2. Properties

The executive offices of Registrant and the General Partner are located at 599
West Putnam Avenue, 3rd floor, Greenwich, Connecticut 06830. Registrant does not
own or lease any properties. Registrant pays no rent; all charges for leased
space are borne by an affiliate of the General Partner.

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit Period"). The Ten Year
Credit Period is expected to be exhausted by the Local Partnerships as of
December 31, 2001. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). In addition, certain of the Local Partnerships have
entered into agreements with the relevant state tax credit agencies whereby the
Local Partnerships must maintain the low-income nature of the Properties for a
period which exceeds the Compliance Period, regardless of any sale of the
Properties by the Local Partnerships after the Compliance Period. The Properties
must satisfy various requirements including rent restrictions and tenant income
limitations (the "Low-income Tax Credit Requirements") in order to maintain
eligibility for the recognition of the Low-income Tax Credit at all times during
the Compliance Period. Once a Local Partnership has become eligible for the
Low-income Tax Credit, it may lose such eligibility and suffer an event of
recapture if its Property fails to remain in compliance with the Low-income Tax
Credit Requirements. Through December 31, 1999, none of the Local Partnerships
have suffered an event of recapture of Low-income Tax Credits.

Although Registrant generally owns a 98.9%-99% limited partnership interest
("Local Partnership Interest") in the Local Partnerships, Registrant and
American Tax Credit Properties L.P. ("ATCP"), a Delaware limited partnership and
an affiliate of Registrant, together, in the aggregate, own a 99% Local
Partnership Interest in Santa Juanita Limited Dividend Partnership L.P. ("Santa
Juanita"); the ownership percentages of Registrant and ATCP of Santa Juanita are
64.36% and 34.64%, respectively. In addition, Registrant and American Tax Credit
Properties III L.P. ("ATCP III"), a Delaware limited partnership and an
affiliate of Registrant, together, in the aggregate, own a 99% Local Partnership
Interest in the following Local Partnerships:

Registrant ATCP III
---------- --------
Batesville Family, L.P. 37.25% 61.75%
Bruce Housing Associates, L.P. 37.25 61.75
Carrington Limited Dividend Housing
Association Limited Partnership 33.05 65.95
Ivy Family, L.P. 37.25 61.75
Lawrence Road Properties, Ltd. 37.25 61.75
Mirador del Toa Limited Partnership 39.94 59.06
Purvis Heights Properties, L.P. 37.25 61.75
Queen Lane Investors 50.50 48.50

Many of the Local Partnerships receive rental subsidy payments, including
payments under Section 8 of Title II of the Housing and Community Development
Act of 1974 ("Section 8") (see descriptions of subsidies on pages 7 and 8). The
subsidy agreements expire at various times during and after the Compliance
Periods of the Local Partnerships. Since October 1997, the United States
Department of Housing and Urban Development ("HUD") has issued a series of
directives related to project based Section 8 contracts that define owners'
notification responsibilities, advise owners of project based Section 8
properties of what their options are regarding the renewal of Section 8
contracts, provide guidance and procedures to owners, management agents,
contract administrators and HUD staff concerning renewal of Section 8 contracts,
provide policies and procedures on setting renewal rents and handling renewal
rent adjustments and provide the requirements and procedures for opting-out of a
Section 8 project based contract. Registrant cannot reasonably predict
legislative initiatives and governmental budget negotiations, the outcome of
which could result in a reduction in funds available for the various federal and
state administered housing programs including the Section 8 program. Such
changes could adversely affect the future net operating income and debt
structure of any or all Local Partnerships currently receiving such subsidy or
similar subsidies. Seven Local Partnerships' Section 8 contracts, certain of
which cover only certain rental units, are currently subject to renewal under
applicable HUD guidelines.

3

Item 2. Properties (continued)

Mortgage
Name of Local Partnership Number loans payable as of
Name of apartment complex of rental Capital December 31, Subsidy
Apartment complex location units contribution 1999 (see footnotes)
- -------------------------- ------------ --------------- ---------------- ---------------

1989 Westview Arms Limited Partnership
Westview Arms
Dumas, Arkansas 60 $ 130,796 $ 489,606 (1a&g)

2000-2100 Christian Street Associates
Christian Street Apartments II
Philadelphia, Pennsylvania 57 1,417,816 2,568,182 (1c&f)

Ann Ell Apartments Associates, Ltd.
Ann Ell Apartments
Miami Beach, Florida 54 809,177 2,234,642 (1c)

Auburn Hills Apartments Limited
Partnership
Auburn Hills Apartments
Cabot, Arkansas 24 201,649 796,690 (1c)

Auburn Hills Townhouses Limited
Partnership
Auburn Hills Townhouse Apartments
Pontiac, Michigan 250 3,206,110 6,389,574 (1a&g)

Batesville Family, L.P.
Westridge Apartments
Batesville, Mississippi 48 160,741 (2) 1,438,380 (1c)

Browning Road Phase I, L.P.
Browning Road Apartments, Phase I
Greenwood, Mississippi 60 197,808 848,614 (1c)

Bruce Housing Associates, L.P.
Bruce Family Apartments
Bruce, Mississippi 40 122,814 (2) 1,107,099 (1c&d)

Canton Partners, L.P.
Pecan Village
Canton, Mississippi 48 380,199 1,451,580 (1c)

Carrington Limited Dividend Housing
Association Limited Partnership
Carrington Place
Farmington Hills, Michigan 100 1,058,976 (2) 3,412,991 (1e)

Christian Street Associates Limited
Partnership
Christian Street Apartments
Philadelphia, Pennsylvania 72 2,371,723 2,445,792 (1c&f)

Cityside Apartments, Phase II, L.P.
Cityside Apartments Phase II
Trenton, New Jersey 107 6,592,092 7,446,413 (1a&c)

Cleveland Square, Ltd.
Cleveland Square Apartments
Cleveland, Texas 48 223,327 837,824 (1c)

4

Item 2. Properties (continued)

Mortgage
Name of Local Partnership Number loans payable as of
Name of apartment complex of rental Capital December 31, Subsidy
Apartment complex location units contribution 1999 (see footnotes)
- -------------------------- ------------ --------------- ---------------- ---------------

College Avenue Apartments Limited
Partnership
College Avenue Apartments
Natchitoches, Louisiana 41 $ 324,847 $ 601,574 (1a)

Corrigan Square, Ltd.
Corrigan Square Apartments
Corrigan, Texas 96 372,833 1,442,037 (1c)

De Queen Villas Limited Partnership
De Queen Villas Apartments
De Queen, Arkansas 37 296,051 1,165,165 (1c)

Dermott Villas Limited Partnership
Dermott Villas
Dermott, Arkansas 32 272,802 1,062,964 (1c)

Eagle View, Ltd.
Eagle View Apartments
Clearfield, Kentucky 24 102,850 410,416 (1c)

Elm Hill Housing Limited Partnership
Elm Hill Housing
Boston, Massachusetts 142 5,712,391 6,882,333 (1a)

Eudora Manor Limited Partnership
Eudora Manor Apartments
Eudora, Arkansas 24 188,838 750,828 (1c)

Forest Village Housing Partnership
Forest Village Apartments
Auburn, Washington 89 1,083,391 1,487,090 (1b&c)

Harborside Housing Limited Partnership
Cal-View Apartments
East Chicago, Indiana 255 1,789,434 3,290,781 (1a,c&g)

Hill Com I Associates Limited
Partnership
Hill Com I Apartments
Pittsburgh, Pennsylvania 67 887,635 1,240,549 (1a&g)

Hill Com II Associates Limited
Partnership
Hill Com II Apartments
Pittsburgh, Pennsylvania 48 683,172 991,213 (1a&g)

Hughes Manor Limited Partnership
Hughes Manor
Hughes, Arkansas 32 287,261 1,113,224 (1c)

Ivy Family, L.P.
Ivy Apartments
Louisville, Mississippi 32 90,878 (2) 793,732 (1c&d)

5

Item 2. Properties (continued)

Mortgage
Name of Local Partnership Number loans payable as of
Name of apartment complex of rental Capital December 31, Subsidy
Apartment complex location units contribution 1999 (see footnotes)
- -------------------------- ------------ --------------- ---------------- ---------------

Lakeside Housing Limited Partnership
Lakeside Garden Apartments
East Chicago, Indiana 312 $ 3,147,863 $7,731,185 (1a,c&g)

Lawrence Road Properties, Ltd.
Hillcrest Apartments
Newton, Mississippi 24 83,013 (2) 758,834 (1c&d)

Lexington Estates Ltd.,
A Mississippi Limited Partnership
Lexington Estates
Lexington, Mississippi 24 176,225 707,537 (1c)

Littleton Avenue Community Village, L.P.
Littleton Avenue Community Village
Newark, New Jersey 102 3,087,138 4,303,080 (1c)

Lula Courts Ltd., L.P.
Lula Courts
Lula, Mississippi 24 176,645 700,071 (1c)

Magee Elderly, L.P.
Eastgate Manor
Magee, Mississippi 24 150,952 590,519 (1c&d)

Mirador del Toa Limited Partnership
Mirador del Toa Apartments
Toa Alta, Puerto Rico 48 186,717 (2) 1,882,326 (1c&d)

Nixa Heights Apartments, L.P.
Nixa Heights Apartments
Nixa, Missouri 40 250,030 1,004,544 (1c)

North Hills Farms Limited Partnership
North Hills Farms Apartments
Pontiac, Michigan 525 3,443,762 2,607,735 (1a&g)

Patton Place Limited Partnership
Patton Street Apartments
Springfield, Massachusetts 24 794,044 976,910 (1a)

Plantersville Family, L.P.
Regal Ridge Apartments
Plantersville, Mississippi 24 152,268 598,254 (1c)

Powelton Gardens Associates
Powelton Gardens Apartments
West Philadelphia, Pennsylvania 25 782,958 959,292 (1a&f)

Purvis Heights Properties, L.P.
Pineview Apartments
Purvis, Mississippi 40 128,419 (2) 1,146,172 (1c)

6

Item 2. Properties (continued)

Mortgage
Name of Local Partnership Number loans payable as of
Name of apartment complex of rental Capital December 31, Subsidy
Apartment complex location units contribution 1999 (see footnotes)
- -------------------------- ------------ --------------- ---------------- ---------------

Queen Lane Investors
Queen's Row
Philadelphia, Pennsylvania 29 $ 603,552 (2) $ 1,563,392 (1c&f)

Renova Properties, L.P.
Hymon Lucas Manor
Renova, Mississippi 24 165,582 637,956 (1c&d)

Santa Juanita Limited Dividend
Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico 45 584,117 (2) 1,471,761 (1a&c)

Simpson County Family, L.P.
Azalea Apartments
Magee, Mississippi 24 211,823 813,284 (1d)

Summers Village Limited Partnership
Summers Village Apartments
Summersville, West Virginia 24 194,674 808,651 (1c)

Tchula Courts Apartments, L.P.
Tchula Courts Apartments
Tchula, Mississippi 24 150,984 736,131 (1c)

The Pendleton (A Louisiana
Partnership in Commendam)
The Pendleton
Shreveport, Louisiana 36 444,321 585,293 (1a&c)

Trenton Heights Apartments, L.P.
Trenton Heights Apartments
Trenton, Mississippi 40 100,434 439,839 (1c)

Twin Pine Family, L.P.
Twin Pine Apartments
Louisville, Mississippi 24 163,172 611,905 (1c)

Village Creek Limited Partnership
Village Creek Apartments
Arkadelphia, Arkansas 40 288,216 1,213,039 (1c)

York Park Associates Limited Partnership*
York Park Apartments
Dundalk, Maryland 80 2,146,200 3,952,284 (1a)
--------------- -------------
$ 46,578,720 $ 89,499,287
=============== =============

(1) Description of subsidies:

(a) Section 8 of Title II of the Housing and Community Development
Act of 1974 allows qualified low-income tenants to pay thirty
percent of their monthly income as rent with the balance paid
by the federal government.

7

Item 2. Properties (continued)

(b) King County Housing Authority provided an interest subsidy
through issuance of tax exempt bonds which provided first and
second mortgage loans for the acquisition and rehabilitation of
the complex.

(c) The Local Partnership's debt structure includes a principal or
interest payment subsidy.

(d) The Rural Housing Service (formerly the Farmers Home
Administration) of the United States Department of Agriculture
Rental Assistance Program allows qualified low-income tenants to
receive rental subsidies.

(e) The Michigan State Housing Development Authority allows tenants,
who would otherwise pay more than 40% of their income for rent
and utilities, to receive rental subsidies.

(f) The City of Philadelphia Housing Authority allows qualified
low-income tenants to receive rental certificates.

(g) The Local Partnership's Section 8 contracts, certain of which
cover only certain rental units, are subject to renewal under
applicable HUD guidelines.

(2) Reflects amount attributable to Registrant only.

* York Park Associates Limited Partnership has been informally notified by
Baltimore County (the "County") that due to recently enacted legislation,
the County may elect to execute its rights of eminent domain and acquire
the property during 2001 (see Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations - Local Partnership
Matters).

Item 3. Legal Proceedings

On August 13, 1999, Civil Action No. 99C-08-122-WTQ was commenced in the
Superior Court of the State of Delaware in and for New Castle County against
Registrant, the General Partner and the general partner of the General Partner.
On September 20, 1999, a motion to dismiss the Complaint pursuant to Delaware
Superior Court Rules 12(b)(1) and 12(b)(6) was filed. By letter opinion dated
January 7, 2000, the Delaware Superior Court ordered that the Complaint be
dismissed in its entirety.

As a result of increasing deficits and declining occupancy, Forest Village
Housing Partnership ("Forest Village") filed for protection under Chapter 11 of
the federal Bankruptcy Code in the United States Bankruptcy Court, Western
District of Washington on March 25, 1999. Forest Village filed a plan of
reorganization that was confirmed on December 14, 1999.

Registrant is not aware of any other material legal proceedings.

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

There were no matters submitted to a vote of the limited partners of Registrant
during the fourth quarter of the fiscal year covered by this report.

8

PART II

Item 5. Market for Registrant's Common Equity and Related Security Holder
Matters

Market Information and Holders

There is no established public trading market for Registrant's Units.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available. The number of owners of Units as of June 1, 2000 was
2,963, holding 55,746 Units.

Merrill Lynch follows internal guidelines for providing estimated values of
limited partnerships and other direct investments reported on client account
statements. Pursuant to such guidelines, estimated values for limited
partnership interests reported on Merrill Lynch client account statements (such
as Registrant's Units) are provided to Merrill Lynch by independent valuation
services. These estimated values are based on financial and other information
available to the independent services (1) on the prior August 15th for reporting
on December year-end and subsequent client account statements through the
following May's month-end client account statements and (2) on March 31st for
reporting on June month-end and subsequent client account statements through the
November month-end client account statements of the same year. In addition,
Registrant may provide an estimate of value to Unit holders from time to time in
Registrant's reports to limited partners. The estimated values provided by the
independent services and Registrant, which may differ, are not market values and
Unit holders may not be able to sell their Units or realize either amount upon a
sale of their Units. In addition, Unit holders may not realize such estimated
values upon the liquidation of Registrant.

Distributions

Registrant owns a limited partnership interest in Local Partnerships that are
the owners of Properties that are leveraged and receive government assistance in
various forms of rental and debt service subsidies. The distribution of cash
flow generated by the Local Partnerships may be restricted, as determined by
each Local Partnership's financing and subsidy agreements. Accordingly,
Registrant does not anticipate that it will provide significant cash
distributions to its partners. There were no cash distributions to the partners
during the years ended March 30, 2000 and 1999.

Low-income Tax Credits and Historic Rehabilitation Tax Credits (together, the
"Tax Credits"), which are subject to various limitations, may be used by
partners to offset federal income tax liabilities. The Tax Credits per Unit
generated by Registrant and allocated to the limited partners for the tax years
ended December 31, 1999 and 1998 and the cumulative Tax Credits allocated from
inception through December 31, 1999 are as follows:

Historic
Rehabilitation Low-income
Tax Credits Tax Credits
----------- -----------

Tax year ended December 31, 1999 $ -- $ 142.44
Tax year ended December 31, 1998 -- 144.49

Cumulative totals $ 6.56 $ 1,445.26

Notwithstanding future circumstances which may give rise to recapture or loss of
future benefits (see Part I, Item 2 - Properties, herein), Registrant expects to
generate total Tax Credits from investments in Local Partnerships of
approximately $1,500 per Unit through December 31, 2001.

9

Item 6. Selected Financial Data

The information set forth below presents selected financial data of Registrant.
Additional detailed financial information is set forth in the audited financial
statements included under Part II, Item 8 herein.

Years Ended March 30,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------

Interest and other revenue $ 272,075 $ 339,756 $ 352,811 $ 359,806 $ 360,324
============ ============ ============ ============ ============
Equity in loss of investment
in local partnerships $ (1,598,531) $ (2,363,768) $ (2,806,299) $ (5,180,297) $ (3,514,333)
============ ============ ============ ============ ============
Net loss $ (2,048,082) $ (2,759,975) $ (3,189,990) $ (5,506,972) $ (3,837,432)
============ ============ ============ ============ ============
Net loss per unit of limited
partnership interest $ (36.74) $ (49.01) $ (56.65) $ (97.80) $ (68.15)
============ ============ ============ ============ ============

As of March 30,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------ ------------ ------------ ------------
Total assets $ 15,407,107 $ 17,409,763 $ 20,162,596 $ 23,022,129 $ 28,509,605
============ ============ ============ ============ ============

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Capital Resources and Liquidity

Registrant admitted limited partners in three closings with aggregate limited
partners' capital contributions of $55,746,000. In connection with the offering
of the sale of units, Registrant incurred organization and offering costs of
approximately $6,534,000 and established a working capital reserve of
approximately $3,345,000. The remaining net proceeds of approximately
$45,867,000 (the "Net Proceeds") were available to be applied to the acquisition
of limited partnership interests in local partnerships (the "Local
Partnerships") which own low-income multifamily residential complexes (the
"Property" or "Properties") which qualify for the low-income tax credit in
accordance with Section 42 of the Internal Revenue Code (the "Low-income Tax
Credit"); one Local Partnership owns a Property which also qualifies for the
historic rehabilitation tax credit in accordance with Section 48(g) of the
Internal Revenue Code of 1986. Registrant has utilized the Net Proceeds in
acquiring an interest in fifty Local Partnerships.

As of March 30, 2000, Registrant has cash and cash equivalents and investments
in bonds totaling $3,621,290 which is available for operating expenses of
Registrant and circumstances which may arise in connection with the Local
Partnerships. As of March 30, 2000, Registrant's investments in bonds represent
corporate bonds of $2,418,248, U.S. Treasury bonds of $529,465 and U.S.
government agency bonds of $32,114 with various maturity dates ranging from 2000
to 2023. Registrant acquired such investments in bonds with the intention of
utilizing proceeds generated by such investments to meet its annual obligations.
Future sources of Registrant funds are expected primarily from interest earned
on working capital and limited cash distributions from Local Partnerships.

During the year ended March 30, 2000, Registrant received cash from interest
revenue, maturity/redemption and sale of bonds and distributions and other
income from Local Partnerships and utilized cash for operating expenses and
investments in Local Partnerships. Cash and cash equivalents and investments in
bonds decreased, in the aggregate, by approximately $817,000 during the year
ended March 30, 2000 (which includes a net unrealized loss on investments in
bonds of approximately $163,000, the amortization of net premium on investments
in bonds of approximately $9,000 and the accretion of zero coupon bonds of
approximately $39,000). 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.

10

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

During the year ended March 30, 2000, the investment in local partnerships
decreased as a result of Registrant's equity in the Local Partnerships' net loss
for the year ended December 31, 1999 of $1,418,531, an adjustment to
Registrant's carrying value of its investment in two Local Partnerships of
$180,000 in accordance with applicable accounting guidelines (see discussion
below under Results of Operations) and cash distributions received from Local
Partnerships of $173,379 (exclusive of distributions from Local Partnerships of
$10,229 classified as other income), partially offset by investments in Local
Partnerships of $605,737 (see discussion below under Local Partnership Matters).
Accounts payable and accrued expenses and payable to general partner and
affiliate in the accompanying balance sheet as of March 30, 2000 include
deferred administration fees and management fees of $706,770 and $675,597,
respectively.

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 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. However, the combined statements of
operations of the Local Partnerships reflected in Note 5 to Registrant's
financial statements include the operating results of all Local Partnerships,
irrespective of Registrant's investment balances.

Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the carrying
value is considered to exceed the estimated value derived by management (which
contemplates remaining Low-income Tax Credits and potential residual value,
among other things) (the "Local Partnership Carrying Value"). Accordingly,
cumulative losses and cash distributions in excess of the investment or an
adjustment to an investment's carrying value are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion below under
Local Partnership Matters regarding certain Local Partnerships currently
operating below economic break even levels.

Registrant's operations for the years ended March 30, 2000, 1999 and 1998
resulted in net losses of $2,048,082, $2,759,975 and $3,189,990, respectively.
The decrease in net loss from 1999 to 2000 is primarily attributable to a
decrease in equity in loss of investment in local partnerships of approximately
$765,000, partially offset by a decrease in interest revenue of approximately
$78,000. The decrease in net loss from 1998 to 1999 is primarily attributable to
a decrease in equity in loss of investment in local partnerships of
approximately $443,000. Equity in loss of investment in local partnerships has
fluctuated over the last three years as a result of (i) Registrant adjusting the
Local Partnership Carrying Value in connection with its investments in certain
Local Partnerships during the years ended March 30, 2000 and 1999 as reflected
in Note 5 to the financial statements and (ii) changes in the net operating
losses of those Local Partnerships in which Registrant continues to have an
investment balance.

The Local Partnerships' net loss of approximately $2,839,000 for the year ended
December 31, 1999 includes depreciation and amortization expense of
approximately $4,828,000 and interest on non-mandatory debt of approximately
$692,000, and does not include principal payments on permanent mortgages of
approximately $1,278,000. The Local Partnerships' net loss of approximately
$2,573,000 for the year ended December 31, 1998 includes depreciation and
amortization expense of approximately $4,892,000 and interest on non-mandatory
debt of approximately $703,000, and does not include principal payments on
permanent mortgages of approximately $1,489,000. The Local Partnerships' net
loss of approximately $3,570,000 for the year ended December 31, 1997 includes
depreciation and amortization expense of approximately $5,272,000 and interest
on non-mandatory debt of approximately $698,000, and does not include principal
payments on permanent mortgages of approximately $1,031,000. The results of
operations of the Local Partnerships for the year ended December 31, 1999 are
not necessarily indicative of results that may be expected in future periods.

11

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Local Partnership Matters

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the ("Ten Tear Credit Period"). The Ten Year
Credit Period is expected to be exhausted by the Local Partnerships as of
December 31, 2001. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). In addition, certain of the Local Partnerships have
entered into agreements with the relevant state tax credit agencies whereby the
Local Partnerships must maintain the low-income nature of the Properties for a
period which exceeds the Compliance Period, regardless of any sale of the
Properties by the Local Partnerships after the Compliance Period. The Properties
must satisfy various requirements including rent restrictions and tenant income
limitations (the "Low-income Tax Credit Requirements") in order to maintain
eligibility for the recognition of the Low-income Tax Credit at all times during
the Compliance Period. Once a Local Partnership has become eligible for the
Low-income Tax Credit, it may lose such eligibility and suffer an event of
recapture if its Property fails to remain in compliance with the Low-income Tax
Credit Requirements. The Local Partnerships will have generated substantially
all of the Low-income Tax Credits allocated to limited partners by December 31,
2001.

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Seven Local Partnerships'
Section 8 contracts, certain of which cover only certain rental units, are
currently subject to renewal under applicable HUD guidelines.

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"). During the year ended December 31, 1999, revenue from
operations of the Local Partnerships have generally been sufficient to cover
operating expenses and Mandatory Debt Service. Substantially all of the Local
Partnerships are effectively operating at or above 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 the required deferral of property management fees. However, as
discussed below, certain Local Partnerships' operating information indicates
below break even operations after taking into account their mortgage and
financing structure and any required deferral of property management fees.

Christian Street Associates Limited Partnership ("Christian Street") and
2000-2100 Christian Street Associates ("2000 Christian Street"), which Local
Partnerships have certain common general partner interests and a common first
mortgage lender, have experienced ongoing operating deficits. Under terms of the
partnership agreements, the Local General Partners have exceeded their
respective operating deficit guarantees and, as of September 30, 1998, had
advanced in excess of $1,000,000 in the aggregate to Christian Street and 2000
Christian Street. The Local General Partners approached the lender with the
intention to restructure the loans; however the lender indicated that in
connection with any such restructuring, the respective Local Partnerships would
be responsible for certain costs, which may be significant. Christian Street and
2000 Christian Street have allocated approximately 9.5 years of Low-income Tax
Credits to Registrant through December 31, 1999. Accordingly, if the Local
General Partners cease to fund the operating deficits, Registrant would likely
incur substantial recapture of Low-income Tax Credits. Effective October 1,
1998, in an attempt to avoid potential adverse tax consequences, Registrant and
the Local General Partners of Christian Street and 2000 Christian Street agreed
to equally share the funding of operating deficits through June 30, 2000 in the
case of Christian

12

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Street and through September 30, 2000 in the case of 2000 Christian Street (the
respective "Funding Agreements"), whereby either party's obligation may be
cancelled in the event the anticipated annualized operating deficit exceeds
$168,000 in the case of Christian Street and $132,000 in the case of 2000
Christian Street. The Local General Partners of Christian Street and 2000
Christian Street have agreed to cause the management agent to accrue and defer
its management fees during the period of the Funding Agreements. The accrued
management fees are excluded when determining the operating deficits. Christian
Street and 2000 Christian Street reported a combined operating deficit of
approximately $86,000, excluding accrued management fees of approximately
$39,000, for the year ended December 31, 1999. Under the terms of the Funding
Agreements, Registrant has funded $27,367 and $37,370 to 2000 Christian Street
and Christian Street, respectively, as of March 30, 2000. Payments on the
mortgage and real estate taxes are current. Registrant's investment balances in
Christian Street and 2000 Christian Street, after cumulative equity losses,
became zero during the year ended March 30, 1997. Christian Street and 2000
Christian Street will have generated approximately $8 and approximately $4 per
Unit per year to the limited partners upon the expiration of their Low-income
Tax Credit allocations in 2000 and 2001, respectively.

As a result of increasing deficits and declining occupancy caused by
deteriorating physical conditions, Forest Village Housing Partnership ("Forest
Village") filed for protection under Chapter 11 of the federal Bankruptcy Code
in the United States Bankruptcy Court, Western District of Washington (the
"Court") on March 25, 1999. Forest Village filed a plan of reorganization (the
"Plan") which was confirmed by the Court on December 14, 1999. The terms of the
Plan call for Registrant to provide up to $500,000, all of which has been funded
as of March 30, 2000, which Forest Village can utilize to pay certain
obligations including all first mortgage arrears and certain secured and
unsecured creditors and to make necessary repairs to the complex. The Plan also
recasts the second mortgage and cumulative arrears over a new 30 year
amortization period that will reduce Forest Village's mandatory debt service by
approximately $77,000 per annum. The first mortgage is current. In addition to
the $500,000 noted above, the Partnership advanced $78,500 to Forest Village
during the year ended March 30, 2000. Registrant's investment balance in Forest
Village, after cumulative equity losses, became zero during the year ended March
30, 1995. Of Registrant's total annual Low-income Tax Credits, approximately 1%
is allocated from Forest Village.

York Park Associates Limited Partnership ("York Park") has been informally
notified by Baltimore County (the "County") that due to recently enacted
legislation, the County may elect to execute its rights of eminent domain and
acquire the property during 2001. As of June 2000, the County has not provided
an offer for the property; however, the County is aware that its intention to
exercise eminent domain rights would result in adverse tax consequences for the
owners as a result of York Park not holding the property through the Compliance
Period. Although the property recently received a superior rating from the
Maryland Community Development Administration, because the County's intent is
public knowledge, management of the property expects higher rates of tenant
turnover and more difficulty attracting replacement tenants. The management of
York Park intends to contest the decision of the County and/or negotiate a sale
price that would cover the resulting recapture of Low-income Tax Credits.
However, the outcome of management's efforts is highly uncertain. Of
Registrant's total annual Low-income Tax Credits, approximately 5% is allocated
from York Park.

During the year ended December 31, 1999, Ann Ell Apartments Associates, Ltd.
("Ann Ell") incurred an operating deficit of approximately $40,000. Payments on
the mortgage and real estate taxes are current. Registrant's investment balance
in Ann Ell, after cumulative equity losses, became zero during the year ended
March 30, 1994. Of Registrant's total annual Low-income Tax Credits, less than
1% is allocated from Ann Ell.

The terms of the partnership agreement of College Avenue Apartments Limited
Partnership ("College Avenue") require the management agent to defer property
management fees in order to avoid a default under the mortgage. College Avenue
reported an operating deficit of approximately $22,000 for the year ended
December 31, 1999, which includes property management fees of approximately
$11,000. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in College Avenue, after cumulative equity
losses, became zero during the year ended March 30, 1999. Of Registrant's total
annual income Low-income Tax Credits, less than 1% is allocated from College
Avenue.

The terms of the partnership agreement of Trenton Heights Apartments L.P.
("Trenton Heights") require the management agent to defer property management
fees in order to avoid a default under the mortgage. During the year ended
December 31, 1999, Trenton Heights incurred an operating deficit of
approximately $26,000, which includes property management fees of approximately
$16,000. Payments on the mortgage and real estate taxes are current.
Registrant's investment balance in Trenton Heights, after cumulative equity
losses, became zero during the year ended March 30, 1999. Of Registrant's total
annual Low-income Tax Credits, less than 1% is allocated from Trenton Heights.

13

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)

Inflation

Inflation is not expected to have a material adverse impact on Registrant's
operations during its period of ownership of the Local Partnership Interests.

Year 2000

Registrant successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2023, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.

14

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 8. Financial Statements and Supplementary Data

Table of Contents

Page
----

Independent Auditors' Report.................................................16

Balance Sheets...............................................................17

Statements of Operations.....................................................18

Statements of Changes in Partners' Equity (Deficit)..........................19

Statements of Cash Flows.....................................................20

Notes to Financial Statements................................................22

No financial statement schedules are included because of the absence of the
conditions under which they are required or because the information is included
in the financial statements or the notes thereto.

15

Independent Auditors' Report

To the Partners
American Tax Credit Properties II L.P.

We have audited the accompanying balance sheets of American Tax Credit
Properties II L.P. as of March 30, 2000 and 1999, and the related statements of
operations, changes in partners' equity (deficit) and cash flows for each of the
three years in the period ended March 30, 2000. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Tax Credit
Properties II L.P. as of March 30, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
March 30, 2000, in conformity with generally accepted accounting principles.

/s/ Reznick Fedder and Silverman

Bethesda, Maryland
May 26, 2000

16

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

MARCH 30, 2000 AND 1999

Notes 2000 1999
------------ ------------

ASSETS

Cash and cash equivalents 3,9 $ 641,463 $ 739,118
Investments in bonds 4,9 2,979,827 3,699,324
Investment in local partnerships 5,8 11,739,248 12,905,421
Interest receivable 9 46,569 65,900
------------ ------------
$ 15,407,107 $ 17,409,763
============ ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses 8 $ 707,884 $ 645,210
Payable to general partner and affiliate 6,8 738,627 585,806
Other 41,600 48,600
------------ ------------
1,488,111 1,279,616
------------ ------------
Commitments and contingencies 5,8

Partners' equity (deficit) 2,4

General partner (352,423) (331,942)
Limited partners (55,746 units of limited partnership
interest outstanding) 14,387,277 16,414,878

Accumulated other comprehensive income (loss), net (115,858) 47,211
------------ ------------
13,918,996 16,130,147
------------ ------------
$ 15,407,107 $ 17,409,763
============ ============

See Notes to Financial Statements.

17

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 30, 2000, 1999 AND 1998

Notes 2000 1999 1998
----- ----------- ----------- -----------

REVENUE

Interest $ 261,846 $ 339,368 $ 351,463
Other income from local partnerships 10,229 388 1,348
----------- ----------- -----------
TOTAL REVENUE 272,075 339,756 352,811
----------- ----------- -----------

EXPENSES

Administration fees 8 299,307 299,307 299,307
Management fees 6,8 299,307 299,307 299,307
Professional fees 74,277 102,877 102,651
Printing, postage and other 48,735 34,472 35,237

TOTAL EXPENSES 721,626 735,963 736,502
----------- ----------- -----------
Loss from operations (449,551) (396,207) (383,691)

Equity in loss of investment in local
partnerships 5 (1,598,531) (2,363,768) (2,806,299)
----------- ----------- -----------

NET LOSS (2,048,082) (2,759,975) (3,189,990)

Other comprehensive income (loss) 4 (163,069) (30,954) 199,608
----------- ----------- -----------
COMPREHENSIVE LOSS $(2,211,151) $(2,790,929) $(2,990,382)
=========== =========== ===========

NET LOSS ATTRIBUTABLE TO 2

General partner $ (20,481) $ (27,600) $ (31,900)
Limited partners (2,027,601) (2,732,375) (3,158,090)
----------- ----------- -----------
$(2,048,082) $(2,759,975) $(3,189,990)
=========== =========== ===========

NET LOSS per unit of limited partnership
interest (55,746 units of limited
partnership interest) $ (36.74) $ (49.01) $ (56.65)
=========== =========== ===========

See Notes to Financial Statements.

18

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
YEARS ENDED MARCH 30, 2000, 1999 AND 1998

Accumulated
Other
Comprehensive
General Limited Income (Loss),
Partner Partners Net Total
------------ ------------ ------------ ------------

Partners' equity (deficit), March 30, 1997 $ (272,442) $ 22,305,343 $ (121,443) $ 21,911,458

Net loss (31,900) (3,158,090) (3,189,990)

Other comprehensive income, net 199,608 199,608
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 1998 (304,342) 19,147,253 78,165 18,921,076

Net loss (27,600) (2,732,375) (2,759,975)

Other comprehensive loss, net (30,954) (30,954)
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 1999 (331,942) 16,414,878 47,211 16,130,147

Net loss (20,481) (2,027,601) (2,048,082)

Other comprehensive loss, net (163,069) (163,069)
------------ ------------ ------------ ------------
Partners' equity (deficit), March 30, 2000 $ (352,423) $ 14,387,277 $ (115,858) $ 13,918,996
============ ============ ============ ============

See Notes to Financial Statements.

19

AMERICAN TAX CREDIT PROPERTIES II L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 30, 2000, 1999 AND 1998

2000 1999 1998
--------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received $ 261,308 $ 387,834 $ 356,833
Cash used for local partnerships for deferred expenses (7,000) (7,000) (7,000)
Cash paid for
administration fees (178,343) (259,516) (239,513)
management fees (209,516) (259,516) (239,516)
professional fees (81,277) (122,473) (76,622)
printing, postage and other expenses (36,995) (49,362) (43,001)
--------- --------- ---------
Net cash used in operating activities (251,823) (310,033) (248,819)
--------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions and other income from local partnerships 183,608 131,433 194,287
Maturity/redemption and sale of bonds 576,297 500,000 130,000
Investment in local partnerships (605,737) (95,818) (184,503)
Investments in bonds (includes $1,089 of accrued interest) (51,589)
--------- --------- ---------
Net cash provided by investing activities 154,168 535,615 88,195
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (97,655) 225,582 (160,624)

Cash and cash equivalents at beginning of year 739,118 513,536 674,160
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 641,463 $ 739,118 $ 513,536

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net $(163,069) $ (30,954) $ 199,608
========= ========= =========

See reconciliation of net loss to net cash used in operating activities on page
21.

See Notes to Financial Statements.

20

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS - (Continued)

YEARS ENDED MARCH 30, 2000, 1999 AND 1998

2000 1999 1998
----------- ----------- -----------

RECONCILIATION OF NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES

Net loss $(2,048,082) $(2,759,975) $(3,189,990)

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

Equity in loss of investment in local partnerships 1,598,531 2,363,768 2,806,299
Distributions from local partnerships classified as other
income (10,229) (388) (1,348)
Loss (gain) on redemption/sale of bonds 10,000 (10,543)
Amortization of net premium on investments in bonds 9,321 89,613 41,917
Accretion of zero coupon bonds (39,190) (39,082) (40,597)
Decrease in interest receivable 19,331 8,478 4,051
Increase in accounts payable and accrued expenses 62,674 5,305 78,058
Increase in payable to general partner and affiliate 152,821 39,791 59,791
Decrease in other liabilities (7,000) (7,000) (7,000)
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES $ (251,823) $ (310,033) $ (248,819)
=========== =========== ===========

See Notes to Financial Statements.

21

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 30, 2000, 1999 AND 1998

1. Organization, Purpose and Summary of Significant Accounting Policies

American Tax Credit Properties II L.P. (the "Partnership") was formed on
October 26, 1988 and the Certificate of Limited Partnership of the
Partnership was filed under the Delaware Revised Uniform Limited
Partnership Act. There was no operating activity until admission of the
limited partners on June 28, 1989. The Partnership was formed to invest
primarily in leveraged low-income multifamily residential complexes (the
"Property" or "Properties") which qualify for the low-income tax credit
in accordance with Section 42 of the Internal Revenue Code (the
"Low-income Tax Credit"), through the acquisition of limited partnership
equity interests (the "Local Partnership Interests") in partnerships (the
"Local Partnership" or "Local Partnerships") that are the owners of the
Properties. The Partnership has invested in one Property which also
qualifies for the historic rehabilitation tax credit in accordance with
Section 48(g) of the Internal Revenue Code of 1986. Richman Tax Credit
Properties II L.P. (the "General Partner") was formed on October 26, 1988
to act as a general partner of the Partnership.

Basis of Accounting and Fiscal Year

The Partnership's records are maintained on the accrual basis of
accounting for both financial reporting and tax purposes. For financial
reporting purposes, the Partnership's fiscal year ends March 30 and its
quarterly periods end June 29, September 29 and December 30. The Local
Partnerships have a calendar year for financial reporting purposes. The
Partnership and the Local Partnerships each have a calendar year for
income tax purposes.

Investment in Local Partnerships

The Partnership accounts for its investment in local partnerships in
accordance with the equity method of accounting, under which the
investment is carried at cost and is adjusted for the Partnership'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 the Partnership is recognized to the extent of
the Partnership's investment balance in each Local Partnership. Equity in
loss in excess of the Partnership's investment balance in a Local
Partnership is allocated to other partners' capital in any such Local
Partnership. Previously unrecognized equity in loss of any Local
Partnership is recognized in the fiscal year in which equity in income is
earned by such Local Partnership or additional investment is made by the
Partnership. Distributions received subsequent to the elimination of an
investment balance for any such investment in a Local Partnership are
recorded as other income from local partnerships.

The Partnership regularly assesses the carrying value of its investment
in local partnerships. If the carrying value is considered to exceed the
estimated value derived by management (which contemplates remaining
Low-income Tax Credits and potential residual value, among other things),
the Partnership reduces its investment in any such Local Partnership and
includes such reduction in equity in loss of investment in local
partnerships.

Advances made to Local Partnerships are recorded as investments in local
partnerships. Such advances are considered by the Partnership to be
voluntary loans to the respective Local Partnerships and the Partnership
may be reimbursed at a future date to the extent such Local Partnerships
generate distributable cash flow or receive proceeds from sale or
refinancing.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.

22

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

1. Organization, Purpose and Summary of Significant Accounting Policies
(continued)

Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with an
original maturity of three months or less at the date of acquisition to
be cash equivalents. Cash and cash equivalents are stated at cost which
approximates market value.

Investments in Bonds

Investments in bonds are classified as available-for-sale and represent
investments that the Partnership intends to hold for an indefinite period
of time but not necessarily to maturity. Any decision to sell an
investment would be based on various factors, including significant
movements in interest rates and liquidity needs. Investments in bonds are
carried at estimated fair value and unrealized gains or losses are
included as items of comprehensive income (loss) and are reported as a
separate component of partners' equity (deficit).

Premiums and discounts on investments in bonds are amortized (accreted)
using the straight-line method over the life of the investment. Amortized
premiums offset interest revenue, while the accretion of discounts and
zero coupon bonds are included in interest revenue. Realized gain (loss)
on redemption or sale of investments in bonds are included in, or offset
against, interest revenue on the basis of the adjusted cost of each
specific investment redeemed or sold.

Income Taxes

No provision for income taxes has been made because all income, losses
and tax credits are allocated to the partners for inclusion in their
respective tax returns. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109 "Accounting for Income Taxes," the
Partnership has included in Note 7 disclosures related to differences in
the book and tax bases of accounting.

2. Capital Contributions

On June 14, 1989, the Partnership commenced the offering of units (the
"Units") through Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Selling Agent"). On June 28, 1989, July 31, 1989 and September 22, 1989,
under the terms of the Amended and Restated Agreement of Limited
Partnership of the Partnership (the "Partnership Agreement"), the General
Partner admitted limited partners to the Partnership in three closings.
At these closings, subscriptions for a total of 55,746 Units representing
$55,746,000 in limited partners' capital contributions were accepted. In
connection with the offering of Units, the Partnership incurred
organization and offering costs of $6,534,064, of which $75,000 was
capitalized as organization costs and $6,459,064 was charged to the
limited partners' equity as syndication costs. The Partnership received a
capital contribution of $100 from the General Partner.

Net loss is allocated 99% to the limited partners and 1% to the General
Partner in accordance with the Partnership Agreement.

3. Cash and Cash Equivalents

As of March 30, 2000, the Partnership has $641,463 in cash and cash
equivalents which are deposited in interest-bearing accounts with an
institution which is not insured by the Federal Deposit Insurance
Corporation.

23

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

4. Investments in Bonds

The Partnership carries its investments in bonds as available-for-sale
because such investments are used to facilitate and provide flexibility
for the Partnership's obligations, including resolving circumstances that
may arise in connection with the Local Partnerships. Investments in bonds
are reflected in the accompanying balance sheets at estimated fair value.

As of March 30, 2000 certain information concerning investments in bonds
is as follows:

Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ----------- ----------- ----------- -----------

Corporate debt securities
Within one year $ 311,789 $ 454 $ (1,257) $ 310,986
After one year through five years 638,700 11,582 (5,810) 644,472
After five years through ten years 1,463,651 -- (84,302) 1,379,349
After ten years 88,959 -- (5,518) 83,441
----------- ----------- ----------- -----------
2,503,099 12,036 (96,887) 2,418,248
----------- ----------- ----------- -----------
U.S. Treasury debt securities
After five years through ten years 561,308 -- (31,843) 529,465
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 31,278 836 -- 32,114
----------- ----------- ----------- -----------
$ 3,095,685 $ 12,872 $ (128,730) $ 2,979,827
=========== =========== =========== ===========

As of March 30, 1999, certain information concerning investments in bonds
is as follows:

Gross Gross
Amortized unrealized unrealized Estimated
Description and maturity cost gains losses fair value
------------------------ ----------- ----------- ----------- -----------

Corporate debt securities
After one year through five years $ 757,216 $ 21,052 $ -- $ 778,268
After five years through ten years 1,665,944 43,421 (15,733) 1,693,632
After ten years 148,424 -- (2,802) 145,622
----------- ----------- ----------- -----------
2,571,584 64,473 (18,535) 2,617,522
----------- ----------- ----------- -----------
U.S. Treasury debt securities
After five years through ten years 522,118 8,305 -- 530,423
----------- ----------- ----------- -----------
U.S. government and agency securities
After five years through ten years 558,411 2,108 (9,140) 551,379
----------- ----------- ----------- -----------
$ 3,652,113 $ 74,886 $ (27,675) $ 3,699,324
=========== =========== =========== ===========

24

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships

As of March 30, 2000, the Partnership owns a limited partnership interest
in the following Local Partnerships:

1. 1989 Westview Arms Limited Partnership;
2. 2000-2100 Christian Street Associates ("2000 Christian Street");
3. Ann Ell Apartments Associates, Ltd.;*
4. Auburn Hills Apartments Limited Partnership;
5. Auburn Hills Townhouses Limited Partnership;
6. Batesville Family, L.P.;
7. Browning Road Phase I, L.P.;
8. Bruce Housing Associates, L.P.;
9. Canton Partners, L.P.;
10. Carrington Limited Dividend Housing Association Limited Partnership;
11. Christian Street Associates Limited Partnership ("Christian Street");
12. Cityside Apartments, Phase II, L.P. ("Cityside");*
13. Cleveland Square, Ltd.;
14. College Avenue Apartments Limited Partnership;
15. Corrigan Square, Ltd.;
16. De Queen Villas Limited Partnership;
17. Dermott Villas Limited Partnership;
18. Eagle View, Ltd.;
19. Elm Hill Housing Limited Partnership;
20. Eudora Manor Limited Partnership;
21. Forest Village Housing Partnership ("Forest Village");*
22. Harborside Housing Limited Partnership;
23. Hill Com I Associates Limited Partnership;
24. Hill Com II Associates Limited Partnership;
25. Hughes Manor Limited Partnership;
26. Ivy Family, L.P.;
27. Lakeside Housing Limited Partnership;
28. Lawrence Road Properties, Ltd.;
29. Lexington Estates Ltd., A Mississippi Limited Partnership;
30. Littleton Avenue Community Village, L.P.;
31. Lula Courts Ltd., L.P.;
32. Magee Elderly, L.P.;
33. Mirador del Toa Limited Partnership;
34. Nixa Heights Apartments, L.P.;
35. North Hills Farms Limited Partnership;
36. Patton Place Limited Partnership ("Patton Place");
37. Plantersville Family, L.P.;
38. Powelton Gardens Associates ("Powelton Gardens");
39. Purvis Heights Properties, L.P.;
40. Queen Lane Investors;
41. Renova Properties, L.P.;
42. Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita");
43. Simpson County Family, L.P.;
44. Summers Village Limited Partnership;
45. Tchula Courts Apartments, L.P.;
46. The Pendleton (A Louisiana Partnership in Commendam);
47. Trenton Heights Apartments, L.P.;
48. Twin Pine Family, L.P.;
49. Village Creek Limited Partnership; and
50. York Park Associates Limited Partnership ("York Park").*

* An affiliate of the General Partner is a general partner of
and/or provides services to the Local Partnership.

25

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Although the Partnership generally owns a 98.9%-99% limited partnership
interest in the Local Partnerships, the Partnership and American Tax
Credit Properties L.P. ("ATCP"), a Delaware limited partnership and an
affiliate of the Partnership, together, in the aggregate, own a 99% Local
Partnership Interest in Santa Juanita; the ownership percentages of the
Partnership and ATCP of Santa Juanita are 64.36% and 34.64%,
respectively. In addition, the Partnership and American Tax Credit
Properties III L.P. ("ATCP III"), a Delaware limited partnership and an
affiliate of the Partnership, together, in the aggregate, own a 99% Local
Partnership Interest in the following Local Partnerships:

The
Partnership ATCP III
----------- --------

Batesville Family, L.P. 37.25% 61.75%
Bruce Housing Associates, L.P. 37.25 61.75
Carrington Limited Dividend Housing
Association Limited Partnership 33.05 65.95
Ivy Family, L.P. 37.25 61.75
Lawrence Road Properties, Ltd. 37.25 61.75
Mirador del Toa Limited Partnership 39.94 59.06
Purvis Heights Properties, L.P. 37.25 61.75
Queen Lane Investors 50.50 48.50

The Properties are principally comprised of subsidized and leveraged
low-income multifamily residential complexes located throughout the
United States and Puerto Rico. The required holding period of each
Property, in order to avoid Low-income Tax Credit recapture, is fifteen
years from the year in which the Low-income Tax Credits commence on the
last building of the Property (the "Compliance Period"). The rents of the
Properties are controlled by federal and state agencies pursuant to
applicable laws and regulations. Under the terms of each of the Local
Partnership's partnership agreements, the Partnership has made capital
contributions in the aggregate amount of $46,578,720, which includes
advances made to certain Local Partnerships. As of December 31, 1999, the
Local Partnerships have outstanding mortgage loans payable totaling
approximately $89,499,000 and accrued interest payable on such loans
totaling approximately $5,826,000, which are secured by security
interests and liens common to mortgage loans on the Local Partnerships'
real property and other assets.

Equity in loss of investment in local partnerships is limited to the
Partnership's investment balance in each Local Partnership; any excess is
applied to other partners' capital in any such Local Partnership (see
Note 1). The amount of such excess losses applied to other partners'
capital was $1,457,955, $530,083 and $430,912 for the years ended
December 31, 1999, 1998 and 1997, respectively, as reflected in the
combined statements of operations of the Local Partnerships reflected
herein Note 5.

As a result of management's assessment of the carrying value of the
investment in local partnerships under applicable accounting guidelines
(see Note 1), the Partnership has reduced its investment in Patton Place
and Powelton Gardens by $107,000 and $73,000, respectively during the
year ended March 30, 2000, and in Cityside during the year ended March
30, 1999 by $622,764. Such losses are included in equity in loss of
investment in local partnerships in the accompanying statements of
operations of the Partnership for the years indicated.

The combined balance sheets of the Local Partnerships as of December 31,
1999 and 1998 and the combined statements of operations of the Local
Partnerships for the years ended December 31, 1999, 1998 and 1997 are
reflected on pages 27 and 28, respectively.

26

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

The combined balance sheets of the Local Partnerships as of December 31,
1999 and 1998 are as follows:

1999 1998
------------- -------------
ASSETS

Cash and cash equivalents $ 3,273,341 $ 3,806,606
Rents receivable 1,733,810 585,071
Escrow deposits and reserves 5,252,052 5,572,647
Land 4,180,673 4,180,673
Buildings and improvements (net of accumulated
depreciation of $51,665,678 and $46,950,143) 89,910,362 93,551,328
Intangible assets (net of accumulated amortization
of $1,210,963 and $1,050,154) 1,526,385 1,623,218
Other 1,302,924 1,125,436
------------- -------------
$ 107,179,547 $ 110,444,979
============= =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses $ 1,862,090 $ 1,368,829
Due to related parties 4,152,464 4,488,367
Mortgage loans 89,499,287 90,801,660
Notes payable 2,363,472 2,382,595
Accrued interest 5,825,921 5,065,190
Other 754,902 649,750
------------- -------------
104,458,136 104,756,391
------------- -------------
Partners' equity (deficit)

American Tax Credit Properties II L.P.
Capital contributions, net of distributions 44,891,790 44,985,009
Cumulative loss (32,870,608) (31,452,077)
------------- -------------
12,021,182 13,532,932
------------- -------------
General partners and other limited partners, including
ATCP and ATCP III
Capital contributions, net of distributions 3,248,862 3,283,927
Cumulative loss (12,548,633) (11,128,271)
------------- -------------
(9,299,771) (7,844,344)
------------- -------------
2,721,411 5,688,588
------------- -------------
$ 107,179,547 $ 110,444,979
============= =============

27

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

The combined statements of operations of the Local Partnerships for the
years ended December 31, 1999, 1998 and 1997 are as follows:

1999 1998 1997
------------ ------------ ------------

REVENUE

Rental $ 20,530,372 $ 20,393,579 $ 20,068,350
Interest and other 948,722 928,297 647,155
------------ ------------ ------------
TOTAL REVENUE 21,479,094 21,321,876 20,715,505
------------ ------------ ------------

EXPENSES

Administrative 3,554,263 3,477,599 3,326,215
Utilities 2,647,031 2,593,190 2,601,460
Operating, maintenance and other 4,645,797 4,268,481 4,180,233
Taxes and insurance 2,269,563 2,270,860 2,354,860
Financial (including amortization of
$96,832, $95,152 and $130,448) 6,470,449 6,487,950 6,680,294
Depreciation 4,730,884 4,796,349 5,141,966
------------ ------------ ------------
TOTAL EXPENSES 24,317,987 23,894,429 24,285,028
------------ ------------ ------------
NET LOSS $ (2,838,893) $ (2,572,553) $ (3,569,523)
============ ============ ============

NET LOSS ATTRIBUTABLE TO

American Tax Credit Properties II L.P. $ (1,418,531) $ (1,741,004) $ (2,806,299)
General partners and other limited
partners, including ATCP & ATCP III,
which includes specially allocated
items of revenue to certain general
partners of $381,305, $1,027 and
$22,425, and $1,457,955, $530,083
and $430,912 of Partnership loss in
excess of investment (1,420,362) (831,549) (763,224)
------------ ------------ ------------
$ (2,838,893) $ (2,572,553) $ (3,569,523)
============ ============ ============

28

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)

MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year
ended March 30, 2000 is as follows:

Partnership's Adjustment Cash
Investment equity in to carrying distributions Investment
in Local Investment income value during received in Local
Partnership during the (loss)for the the year during the Partnership
balance as year ended year ended ended year ended balance as
of March 30, March 30, December 31, March 30, March 30, of March 30,
Name of Local Partnership 1999 2000 1999 2000 2000 (4) 2000
- -------------------------------------------- ------------- -------------- --------------- ------------- -------------- ------------

1989 Westview Arms Limited Partnership $ 66,218 $ -- $ (13,741) $ -- $ -- $ 52,477
2000-2100 Christian Street Associates -- 10,867 (10,867)(1) -- -- --
Ann Ell Apartments Associates, Ltd. -- -- --(2) -- -- --
Auburn Hills Apartments Limited Partnership -- -- --(2) -- -- --
Auburn Hills Townhouses Limited Partnership 815,723 -- 152,282 -- (5,000) 963,005
Batesville Family, L.P. -- -- --(2) -- -- --
Browning Road Phase I, L.P. 22,462 -- (10,568) -- -- 11,894
Bruce Housing Associates, L.P. 40,702 -- (12,140) -- -- 28,562
Canton Partners, L.P. -- -- --(2) -- -- --
Carrington Limited Dividend Housing
Association Limited Partnership 418,737 -- (62,518) -- -- 356,219
Christian Street Associates Limited -- 16,370 (16,370)(1) -- -- --
Partnership
Cityside Apartments, Phase II, L.P. 1,232,974 -- (469,572) -- -- 763,402
Cleveland Square, Ltd. -- -- --(2) -- -- --
College Avenue Apartments Limited -- -- --(2) -- -- --
Partnership
Corrigan Square, Ltd. -- -- --(2) -- -- --
De Queen Villas Limited Partnership -- -- --(2) -- -- --
Dermott Villas Limited Partnership 30,725 -- (30,725)(1) -- -- --
Eagle View, Ltd. 10,505 -- (5,635) -- -- 4,870
Elm Hill Housing Limited Partnership 2,490,265 -- (141,476) -- (113,358) 2,235,431
Eudora Manor Limited Partnership 18,795 -- (11,741) -- -- 7,054
Forest Village Housing Partnership -- 578,500 (578,500)(1) -- -- --
Harborside Housing Limited Partnership 1,639,175 -- 135,733 -- (12,537) 1,762,371
Hill Com I Associates Limited Partnership 769,459 -- (2,955) -- (5,056) 761,448
Hill Com II Associates Limited Partnership 523,026 -- (24,348) -- (13,937) 484,741
Hughes Manor Limited Partnership 59,607 -- (33,970) -- -- 25,637
Ivy Family, L.P. 23,881 -- (8,304) -- -- 15,577
Lakeside Housing Limited Partnership 539,318 -- (127,480) -- (15,542) 396,296
Lawrence Road Properties, Ltd. -- -- --(2) -- -- --
Lexington Estates Ltd. -- -- --(2) -- -- --
Littleton Avenue Community Village, L.P. -- -- --(2) -- -- --
Lula Courts Ltd., L.P. -- -- --(2) -- -- --
Magee Elderly, L.P. 22,319 -- (9,838) -- (2,193) 10,288
Mirador del Toa Limited Partnership -- -- --(2) -- -- --
Nixa Heights Apartments, L.P. 18,247 -- (4,966) -- (4,220) 9,061
North Hills Farms Limited Partnership 2,882,735 -- 179,972 -- -- 3,062,707
Patton Place Limited Partnership 404,753 -- (35,395) (107,000)(3) -- 262,358
Plantersville Family, L.P. 8,420 -- (5,049) -- -- 3,371
Powelton Gardens Associates 298,159 -- (30,481) (73,000)(3) -- 194,678
Purvis Heights Properties, L.P. 43,303 -- (3,212) -- (18) 40,073
Queen Lane Investors 122,378 -- (72,533) -- -- 49,845
Renova Properties, L.P. -- -- --(2) -- -- --
Santa Juanita Limited Dividend Partnership 187,215 -- (32,062) -- -- 155,153
L.P
Simpson County Family, L.P. -- -- --(2) -- -- --
Summers Village Limited Partnership 3,864 -- 1,726 -- -- 5,590
Tchula Courts Apartments, L.P. -- -- --(2) -- -- --
The Pendleton 141,703 -- (73,726) -- -- 67,977
Trenton Heights Apartments, L.P. -- -- --(2) -- -- --
Twin Pine Family, L.P. 27,106 -- (17,943) -- -- 9,163
Village Creek Limited Partnership 43,647 -- (42,129)(1) -- (1,518) --
York Park Associates Limited Partnership -- -- --(2) -- -- --
----------- --------- ------------ --------- --------- -----------
$12,905,421 $ 605,737 $ (1,418,531) $(180,000) $(173,379) $11,739,248
=========== ========= ============ ========= ========= ===========

(1) The Partnership's equity in loss of an investment in a Local
Partnership is limited to the remaining investment balance.
(2) Additional equity in loss of investment is not allocated to the
Partnership until equity in income is earned or additional
investment is made by the Partnership.
(3) The Partnership has adjusted the investment's carrying value in
accordance with applicable accounting guidelines.
(4) The total excludes $10,229 of distributions received classified as
other income from local partnerships.

29

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Investment activity with respect to each Local Partnership for the year
ended March 30, 1999 is as follows:

Partnership's
equity in Adjustment Cash
Investment income to carrying distributions Investment
in Local Investment (loss) for value during received in Local
Partnership During the the the year during the Partnership
balance as of year ended year ended ended year ended balance as
March 30, March 30, December 31, March 30, March 30, of March 30,
Name of Local Partnership 1998 1999 1998 1999 1999 1999
- ------------------------------------------------------------------------------------------------------------------------------------

1989 Westview Arms Limited Partnership $ 64,052 $ -- $ 2,166 $ -- $ -- $ 66,218
2000-2100 Christian Street Associates -- 16,500 (16,500)(1) -- -- --
Ann Ell Apartments Associates, Ltd. -- 19,015 (19,015)(1) -- -- --
Auburn Hills Apartments Limited Partnership 20,449 -- (20,449)(1) -- -- --
Auburn Hills Townhouses Limited Partnership 855,412 -- (37,189) -- (2,500) 815,723
Batesville Family, L.P. -- -- --(2) -- -- --
Browning Road Phase I, L.P. 8,201 -- 14,261 -- -- 22,462
Bruce Housing Associates, L.P. 49,703 -- (9,001) -- -- 40,702
Canton Partners, L.P. 11,464 -- (11,464)(1) -- -- --
Carrington Limited Dividend Housing
Association Limited Partnership 475,820 -- (57,083) -- -- 418,737
Christian Street Associates Limited -- 21,000 (21,000)(1) -- -- --
Partnership
Cityside Apartments, Phase II, L.P. 2,415,994 -- (560,256)(3) (622,764) -- 1,232,974
Cleveland Square, Ltd. 2,605 -- (2,005)(1) -- (600) --
College Avenue Apartments Limited 33,040 -- (33,040)(1) -- -- --
Partnership

Corrigan Square, Ltd. 39,576 -- (38,376)(1) -- (1,200) --
De Queen Villas Limited Partnership -- -- --(2) -- -- --
Dermott Villas Limited Partnership 75,837 -- (45,112) -- -- 30,725
Eagle View, Ltd. 17,989 -- (7,484) -- -- 10,505
Elm Hill Housing Limited Partnership 2,646,590 -- (156,325) -- -- 2,490,265
Eudora Manor Limited Partnership 30,582 -- (11,787) -- -- 18,795
Forest Village Housing Partnership -- 39,303 (39,303)(1) -- -- --
Harborside Housing Limited Partnership 1,569,123 -- 82,589 -- 1,639,175
(12,537)
Hill Com I Associates Limited Partnership 793,135 -- (23,676) -- -- 769,459
Hill Com II Associates Limited Partnership 534,727 -- (11,701) -- -- 523,026
Hughes Manor Limited Partnership 76,332 -- (16,725) -- -- 59,607
Ivy Family, L.P. 32,111 -- (8,230) -- -- 23,881
Lakeside Housing Limited Partnership 832,940 -- (190,184) -- 539,318
(103,438)
Lawrence Road Properties, Ltd. -- -- --(2) -- -- --
Lexington Estates Ltd. -- -- --(2) -- -- --
Littleton Avenue Community Village, L.P. 291,880 -- (291,880)(1) -- -- --
Lula Courts Ltd., L.P. -- -- --(2) -- -- --
Magee Elderly, L.P. 28,840 -- (6,521) -- -- 22,319
Mirador del Toa Limited Partnership -- -- --(2) -- --(4) --
Nixa Heights Apartments, L.P. 28,966 -- (10,719) -- -- 18,247
North Hills Farms Limited Partnership 2,616,433 -- 268,802 -- (2,500) 2,882,735
Patton Place Limited Partnership 438,227 -- (33,474) -- -- 404,753
Plantersville Family, L.P. 25,731 -- (17,311) -- -- 8,420
Powelton Gardens Associates 333,945 -- (35,786) -- -- 298,159
Purvis Heights Properties, L.P. 36,686 -- 8,043 -- (1,426) 43,303
Queen Lane Investors 197,189 -- (69,485) -- (5,326) 122,378
Renova Properties, L.P. 2,843 -- (2,843)(1) -- -- --
Santa Juanita Limited Dividend Partnership 215,205 -- (27,990) -- -- 187,215
L.P
Simpson County Family, L.P. -- -- --(2) -- -- --
Summers Village Limited Partnership 33,356 -- (29,492) -- -- 3,864
Tchula Courts Apartments, L.P. -- -- --(2) -- -- --
The Pendleton 154,914 -- (13,211) -- -- 141,703
Trenton Heights Apartments, L.P. 5,090 -- (5,090)(1) -- -- --
Twin Pine Family, L.P. 41,180 -- (14,074) -- -- 27,106
Village Creek Limited Partnership 92,097 -- (46,932) -- (1,518) 43,647
York Park Associates Limited Partnership 176,152 -- (176,152)(1) -- -- --
------------ ------- ----------- --------- ------------ ------------
$ 15,304,416 $95,818 $(1,741,004) $(622,764) $ (131,045) $ 12,905,421
============ ======= =========== ========= ============ ============

(1) The Partnership's equity in loss of an investment in a Local
Partnership is limited to the remaining investment balance.
(2) Additional equity in loss of investment is not allocated to the
Partnership until equity in income is earned or additional
investment is made by the Partnership.
(3) The Partnership has adjusted the investment's carrying value in
accordance with applicable accounting guidelines.
(4) A distribution of $388 was received and classified as other income
from local partnerships.

30

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Property information for each Local Partnership as of December 31, 1999
is as follows:

Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
- ----------------------------------------------------------------------------------------------------------------

1989 Westview Arms Limited Partnership $ 489,606 $ 20,275 $ 736,245 $ (208,971)
2000-2100 Christian Street Associates 2,568,182 -- -- --
Ann Ell Apartments Associates, Ltd. 2,234,642 199,645 2,838,576 (968,302)
Auburn Hills Apartments Limited Partnership 796,690 48,245 1,009,662 (269,013)
Auburn Hills Townhouses Limited Partnership 6,389,574 225,000 10,806,962 (4,863,314)
Batesville Family, L.P. 1,438,380 52,000 1,808,219 (564,567)
Browning Road Phase I, L.P. 848,614 43,000 1,010,536 (391,069)
Bruce Housing Associates, L.P. 1,107,099 16,000 1,441,646 (513,333)
Canton Partners, L.P. 1,451,580 35,000 1,840,743 (654,377)
Carrington Limited Dividend Housing
Association Limited Partnership 3,412,991 200,000 6,480,320 (2,265,163)
Christian Street Associates Limited Partnership 2,445,792 -- 1,791 (1,555)
Cityside Apartments, Phase II, L.P. 7,446,413 87,997 14,242,965 (5,068,340)
Cleveland Square, Ltd. 837,824 20,000 1,158,462 (427,801)
College Avenue Apartments Limited Partnership 601,574 24,600 997,538 (344,816)
Corrigan Square, Ltd. 1,442,037 63,358 1,881,033 (684,679)
De Queen Villas Limited Partnership 1,165,165 37,000 1,683,688 (425,149)
Dermott Villas Limited Partnership 1,062,964 15,000 1,348,882 (359,977)
Eagle View, Ltd. 410,416 35,000 496,686 (134,714)
Elm Hill Housing Limited Partnership 6,882,333 119,200 12,477,306 (4,306,751)
Eudora Manor Limited Partnership 750,828 16,000 936,661 (247,626)
Forest Village Housing Partnership 1,487,090 250,000 2,273,454 (826,668)
Harborside Housing Limited Partnership 3,290,781 39,400 6,583,302 (2,172,146)
Hill Com I Associates Limited Partnership 1,240,549 143,404 2,785,937 (972,302)
Hill Com II Associates Limited Partnership 991,213 112,110 2,125,079 (758,724)
Hughes Manor Limited Partnership 1,113,224 16,007 1,422,747 (373,450)
Ivy Family, L.P. 793,732 11,000 1,045,671 (380,755)
Lakeside Housing Limited Partnership 7,731,185 50,000 11,882,506 (4,135,620)
Lawrence Road Properties, Ltd. 758,834 50,000 929,308 (286,048)
Lexington Estates Ltd. 707,537 30,750 871,510 (352,575)
Littleton Avenue Community Village, L.P. 4,303,080 512,331 7,024,229 (2,395,867)
Lula Courts Ltd., L.P. 700,071 19,600 881,784 (346,848)
Magee Elderly, L.P. 590,519 30,000 715,103 (231,828)
Mirador del Toa Limited Partnership 1,882,326 105,000 2,332,836 (875,410)
Nixa Heights Apartments, L.P. 1,004,544 31,500 1,282,725 (396,576)
North Hills Farms Limited Partnership 2,607,735 525,000 11,733,525 (6,008,791)
Patton Place Limited Partnership 976,910 56,015 1,764,078 (440,898)
Plantersville Family, L.P. 598,254 12,000 757,370 (286,671)
Powelton Gardens Associates 959,292 29,207 1,950,862 (675,916)
Purvis Heights Properties, L.P. 1,146,172 47,000 1,457,715 (428,264)
Queen Lane Investors 1,563,392 60,301 2,749,423 (873,639)
Renova Properties, L.P. 637,956 22,700 810,814 (308,915)
Santa Juanita Limited Dividend Partnership L.P. 1,471,761 228,718 2,348,638 (848,428)
Simpson County Family, L.P. 813,284 24,700 1,011,224 (361,872)
Summers Village Limited Partnership 808,651 71,000 950,624 (256,859)
Tchula Courts Apartments, L.P. 736,131 10,000 918,405 (463,252)
The Pendleton 585,293 40,000 1,269,163 (493,151)
Trenton Heights Apartments, L.P. 439,839 29,200 588,801 (204,813)
Twin Pine Family, L.P. 611,905 7,000 785,122 (288,468)
Village Creek Limited Partnership 1,213,039 37,950 1,469,536 (416,422)
York Park Associates Limited Partnership 3,952,284 321,460 5,656,628 (2,104,985)
------------- ------------- ------------- -------------
$ 89,499,287 $ 4,180,673 $ 141,576,040 $ (51,665,678)
============= ============= ============= =============

31

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Property information for each Local Partnership as of December 31, 1998
is as follows:

Mortgage Buildings and Accumulated
Name of Local Partnership loans payable Land improvements depreciation
- ------------------------------------------------------------------------------------------------------------------------

1989 Westview Arms Limited Partnership $ 509,860 $ 20,275 $ 736,245 $ (191,395)
2000-2100 Christian Street Associates 2,647,362 -- -- --
Ann Ell Apartments Associates, Ltd. 2,305,690 199,645 2,838,576 (864,058)
Auburn Hills Apartments Limited Partnership 798,696 48,245 1,009,662 (244,655)
Auburn Hills Townhouses Limited Partnership 6,456,493 225,000 10,519,824 (4,308,975)
Batesville Family, L.P. 1,441,209 52,000 1,808,219 (519,311)
Browning Road Phase I, L.P. 855,027 43,000 1,002,515 (352,319)
Bruce Housing Associates, L.P. 1,110,021 16,000 1,420,798 (459,525)
Canton Partners, L.P. 1,442,732 35,000 1,819,130 (585,098)
Carrington Limited Dividend Housing
Association Limited Partnership 3,440,212 200,000 6,369,080 (2,037,049)
Christian Street Associates Limited Partnership 2,576,533 -- 1,791 --
Cityside Apartments, Phase II, L.P. 7,540,877 87,997 14,242,965 (4,550,324)
Cleveland Square, Ltd. 843,325 20,000 1,137,848 (379,860)
College Avenue Apartments Limited Partnership 604,399 24,600 997,538 (308,448)
Corrigan Square, Ltd. 1,451,300 63,358 1,871,646 (611,739)
De Queen Villas Limited Partnership 1,168,522 37,000 1,453,688 (384,720)
Dermott Villas Limited Partnership 1,065,681 15,000 1,348,882 (322,901)
Eagle View, Ltd. 413,259 35,000 496,686 (122,878)
Elm Hill Housing Limited Partnership 6,915,685 119,200 12,454,174 (4,026,779)
Eudora Manor Limited Partnership 752,462 16,000 936,661 (224,910)
Forest Village Housing Partnership 1,488,652 250,000 2,273,454 (739,726)
Harborside Housing Limited Partnership 3,461,819 39,400 6,583,302 (2,002,608)
Hill Com I Associates Limited Partnership 1,296,398 143,404 2,758,592 (866,564)
Hill Com II Associates Limited Partnership 1,027,502 112,110 2,110,131 (676,038)
Hughes Manor Limited Partnership 1,115,820 16,007 1,422,747 (338,129)
Ivy Family, L.P. 798,004 11,000 1,044,294 (342,231)
Lakeside Housing Limited Partnership 7,862,891 50,000 11,882,506 (3,844,215)
Lawrence Road Properties, Ltd. 760,577 50,000 929,308 (262,417)
Lexington Estates Ltd. 709,376 30,750 868,426 (321,051)
Littleton Avenue Community Village, L.P. 4,303,080 512,331 6,981,560 (2,124,273)
Lula Courts Ltd., L.P. 701,607 19,600 880,377 (314,413)
Magee Elderly, L.P. 591,718 30,000 715,103 (214,173)
Mirador del Toa Limited Partnership 1,887,322 105,000 2,329,996 (778,399)
Nixa Heights Apartments, L.P. 1,007,210 31,500 1,279,291 (373,434)
North Hills Farms Limited Partnership 2,807,527 525,000 11,576,255 (5,613,051)
Patton Place Limited Partnership 981,230 56,015 1,764,078 (396,796)
Plantersville Family, L.P. 600,084 12,000 755,120 (258,602)
Powelton Gardens Associates 993,656 29,207 1,934,005 (604,787)
Purvis Heights Properties, L.P. 1,149,032 47,000 1,455,334 (397,101)
Queen Lane Investors 1,572,111 60,301 2,742,479 (771,356)
Renova Properties, L.P. 639,370 22,700 798,794 (277,024)
Santa Juanita Limited Dividend Partnership L.P. 1,494,484 228,718 2,329,619 (770,901)
Simpson County Family, L.P. 814,897 24,700 1,011,224 (325,498)
Summers Village Limited Partnership 810,495 71,000 944,309 (234,126)
Tchula Courts Apartments, L.P. 737,957 10,000 912,250 (435,259)
The Pendleton (A Louisiana Partnership in Commendam); 613,426 40,000 1,269,163 (445,451)
Trenton Heights Apartments, L.P. 440,946 29,200 575,804 (188,283)
Twin Pine Family, L.P. 615,502 7,000 784,136 (259,845)
Village Creek Limited Partnership 1,215,710 37,950 1,467,258 (379,331)
York Park Associates Limited Partnership 3,963,912 321,460 5,656,628 (1,900,117)
$ 90,801,660 $ 4,180,673 $ 140,501,471 $ (46,950,143)

32

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

The summary of property activity during the year ended December 31, 1999
is as follows:

Net change during
Balance as of the year ended Balance as of
December 31, 1998 December 31, 1999 December 31, 1999
------------- ------------- -------------

Land $ 4,180,673 $ -- $ 4,180,673
Buildings and improvements 140,501,471 1,074,569 141,576,040
------------- ------------- -------------
144,682,144 1,074,569 145,756,713
Accumulated depreciation (46,950,143) (4,715,535) (51,665,678)
------------- ------------- -------------
$ 97,732,001 $ (3,640,966) $ 94,091,035
============= ============= =============

As a result of increasing deficits and declining occupancy caused by
deteriorating physical conditions, Forest Village filed for protection
under Chapter 11 of the federal Bankruptcy Code in the United States
Bankruptcy Court, Western District of Washington (the "Court") on March
25, 1999. Forest Village filed a plan of reorganization (the "Plan") which
was confirmed by the Court on December 14, 1999. The terms of the Plan
call for the Partnership to provide up to $500,000, all of which has been
advanced as of March 30, 2000, which Forest Village can utilize to pay
certain obligations including all first mortgage arrears and certain
secured and unsecured creditors and to make necessary repairs to the
complex. The Plan also recasts the second mortgage and cumulative arrears
over a new 30 year amortization period that will reduce Forest Village's
mandatory debt service by approximately $77,000 per annum. The first
mortgage is now current. In addition to the $500,000 noted above, the
Partnership advanced $78,500 to Forest Village during the year ended March
30, 2000, all of which has been recorded as investment in local
partnerships. $534,500 of such amounts advanced by the Partnership accrue
interest at 8.5% and are repayable out of net cash flow from the
operations of the property. No interest has been recorded by the
Partnership during the year ended March 30, 2000.

An affiliate of the General Partner is the temporary local general partner
of Forest Village. Since March 30, 1995, the Partnership has had a zero
investment balance in Forest Village and continues to account for such
investment under the equity method of accounting. The mortgage loans of
Forest Village are nonrecourse to the Partnership. Selected balance sheet
data of Forest Village as of December 31, 1999 includes land and building
of $1,696,786 net of accumulated depreciation of $826,668, total assets of
$1,730,629, mortgage loans and accrued interest of $1,728,543, total
liabilities of $2,200,819 (of which $378,101 represents advances due to
the Partnership) and partners' deficit of $470,190. Selected balance sheet
data of Forest Village as of December 31, 1998 includes land and building
of $1,783,728 net of accumulated depreciation of $739,726, total assets of
$1,868,348, mortgage loans and accrued interest of $1,609,889, total
liabilities of $2,056,252 (of which $378,101 represents advances due to
the Partnership) and partners' deficit of $187,904. Selected statement of
operations data for the year ended December 31, 1999 includes rental
income of $226,424, interest and other revenue of $8,797, interest expense
of $134,297, depreciation and amortization expenses of $89,928, operating
and maintenance expenses of $106,721, administrative expenses of $137,580,
utilities expenses of $42,786 and taxes and insurance expenses of $66,553.
Selected statement of operations data for the year ended December 31, 1998
includes rental income of $382,064, interest and other revenue of $29,577,
interest expense of $134,297, depreciation and amortization expenses of
$89,928, operating and maintenance expenses of $60,642, administrative
expenses of $85,542, utilities expenses of $52,385 and taxes and insurance
expenses of $49,936. Selected statement of operations data for the year
ended December 31, 1997 includes rental income of $402,404, interest and
other revenue of $49,573, interest expense of $146,814, depreciation and
amortization expenses of $89,928, operating and maintenance expenses of
$44,803, administrative expenses of $91,868, utilities expenses of $51,598
and taxes and insurance expenses of $49,407.

33

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

5. Investment in Local Partnerships (continued)

Effective October 1, 1998, in an attempt to avoid potential adverse tax
consequences, the Partnership and the local general partners of 2000
Christian Street Christian Street agreed to equally share the funding of
operating deficits through June 30, 2000 in the case of Christian Street
and through September 30, 2000 in the case of 2000 Christian Street (the
respective "Funding Agreements"), whereby either party's obligation may be
cancelled in the event the anticipated annualized operating deficit
exceeds $168,000 in the case of Christian Street and $132,000 in the case
of 2000 Christian Street. The Partnership has made cumulative advances of
$27,367 and $37,370 under the Funding Agreements to 2000 Christian Street
and Christian Street, respectively, as of March 30, 2000 and has recorded
such advances as investment in local partnerships.

York Park has been informally notified by Baltimore County (the "County")
that due to recently enacted legislation, the County may elect to execute
its rights of eminent domain and acquire the property during 2001. As of
June 2000, the County has not provided an offer for the property; however,
the County is aware that its intention to exercise eminent domain rights
would result in adverse tax consequences for the owners as a result of
York Park not holding the property through the Compliance Period. The
management of York Park intends to contest the decision of the County
and/or negotiate a sale price that would cover the resulting recapture of
Low-income Tax Credits. However, the outcome of management's efforts is
highly uncertain.

6. Transactions with General Partner and Affiliates

For the years ended March 30, 2000, 1999 and 1998, the Partnership paid
and/or incurred the following amounts to the General Partner and/or
affiliates in connection with services provided to the Partnership:

2000 1999 1998
------------------- ------------------- -------------------
Paid Incurred Paid Incurred Paid Incurred
-------- -------- -------- -------- -------- --------

Management fees (see Note 8) $209,516 $299,307 $259,516 $299,307 $239,516 $299,307

Administration fees (see Note 8) 5,416 68,446 -- -- -- --

For the years ended December 31, 1999, 1998 and 1997, the Local
Partnerships paid and/or incurred the following amounts to the General
Partner and/or affiliates in connection with services provided to the
Local Partnerships:

1999 1998 1997
------------------- ------------------- -------------------
Paid Incurred Paid Incurred Paid Incurred
-------- -------- -------- -------- -------- --------

Property management fees $119,921 $135,915 $119,706 $118,582 $117,817 $117,694

Insurance and other services 91,341 99,116 68,242 68,242 69,999 70,078

Advances -- 27,985 -- -- -- --

34

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - (Continued)

MARCH 30, 2000, 1999 AND 1998

7. Taxable Loss

A reconciliation of the financial statement net loss of the Partnership
for the years ended March 30, 2000, 1999 and 1998 to the tax return net
loss for the years ended December 31, 1999, 1998 and 1997 is as follows:

2000 1999 1998
----------- ----------- -----------

Financial statement net loss for the years ended
March 30, 2000, 1999 and 1998 $(2,048,082) $(2,759,975) $(3,189,990)

Add (less) net transactions occurring between
January 1, 1997 to March 30, 1997 -- -- (92,433)
January 1, 1998 to March 30, 1998 -- (117,828) 117,828
January 1, 1999 to March 30, 1999 (116,775) 116,775 --
January 1, 2000 to March 30, 2000 115,420 -- --
----------- ----------- -----------
Adjusted financial statement net loss for the years
ended December 31, 1999, 1998 and 1997 (2,049,437) (2,761,028) (3,164,595)

Adjustment to management and administration fees
pursuant to Internal Revenue Code Section 267 111,740 39,791 57,344

Differences arising from equity in loss of investment
in local partnerships (1,034,674) (618,842) 204,609

Other differences (4,142) 2,925 2,986
----------- ----------- -----------
Tax return net loss for the years ended December 31,
1999, 1998 and 1997 $(2,976,513) $(3,337,154) $(2,899,656)
=========== =========== ===========

The differences between the investment in local partnerships for tax and
financial reporting purposes as of December 31, 1999 and 1998 are as
follows:

1999 1998
------------- -------------

Investment in local partnerships - financial reporting $ 12,021,182 $ 13,532,932
Investment in local partnerships - tax 11,015,902 13,195,086
------------- -------------
$ 1,005,280 $ 337,846
============= =============

Payable to general partner in the accompanying balance sheets represents
accrued management and administration fees not deductible for tax
purposes pursuant to Internal Revenue Code Section 267.

8. Commitments and Contingencies

Pursuant to the Partnership Agreement, the Partnership is required to pay
the General Partner an annual management fee ("Management Fee") and an
annual additional management fee ("Additional Management Fee") for its
services in connection with the management of the affairs of the
Partnership, subject to certain provisions of the Partnership Agreement.
The annual Management Fee is equal to .14% of all proceeds as of December
31 of any year, invested or committed for investment in Local
Partnerships plus all debts of the Local Partnerships related to the
Properties ("Invested Assets"). The Partnership incurred a Management Fee
of $209,514 for each of the three years ended March 30, 2000. The annual
Additional Management Fee is equal to .06% of Invested Assets. The
Partnership incurred an Additional Management Fee of $89,793 for each of
the three years ended March 30, 2000. Such amounts are aggregated and
reflected under the caption management fees in the accompanying financial
statements. Unpaid Additional Management Fees in the amount of $675,597
and $585,806 are included in payable to general partner and affiliate in
the accompanying balance sheets as of March 30, 2000 and 1999,
respectively.

35

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

8. Commitments and Contingencies (continued)

In addition, pursuant to the Partnership Agreement, the Partnership is
authorized to contract for administrative services provided to the
Partnership. Since the inception of the Partnership, such administrative
services have been provided by ML Fund Administrators Inc. ("MLFA"), an
affiliate of the Selling Agent, pursuant to an Administrative Services
Agreement. MLFA resigned the performance of its basic services under the
Administrative Services Agreement effective November 23, 1999, with
certain transitional services to be continued until April 30, 2000. The
General Partner has transitioned the administrative services to an
affiliate of the General Partner without any changes to the terms of the
Administrative Services Agreement. Pursuant to such agreement, the
Partnership is required to pay an annual administration fee
("Administration Fee") and an annual additional administration fee
("Additional Administration Fee") for administrative services provided to
the Partnership. The annual Administration Fee is equal to .14% of
Invested Assets. The Partnership incurred an Administration Fee of
$209,514 for each of the three years ended March 30, 2000. The annual
Additional Administration Fee is subject to certain provisions of the
Partnership Agreement and is equal to .06% of Invested Assets. The
Partnership incurred an Additional Administration Fee of $89,793 for each
of the three years ended March 30, 2000. Such amounts are aggregated and
reflected under the caption administration fees in the accompanying
financial statements. Unpaid Additional Administration Fees due to MLFA
in the amount of $643,740 and $585,806 are included in accounts payable
and accrued expenses in the accompanying balance sheets as of March 30,
2000 and 1999, respectively. Unpaid Administration Fees and Additional
Administration Fees due to an affiliate of the General Partner in the
cumulative amount of $63,030 are included in due to general partner and
affiliate in the accompanying balance sheet as of March 30, 2000.

In connection with Forest Village, the Partnership facilitated the
purchase of the first mortgage bonds (the "Series A Bonds") at par by a
group of investors (the "Group"). Though no member of the Partnership is
a participant of the Group, the individuals are closely associated with
the General Partner. Notwithstanding the close association between the
General Partner and the Group, the Group has all the rights and remedies
of the former first mortgagee. In connection with this transaction, on
November 12, 1993, the Partnership entered into a Promissory Note and
Loan Agreement (the "Note") with the Group for the purpose of assisting
the Partnership by providing advances to it so it may help fund part of
future operating deficits of Forest Village. The rate of interest is
10.5% per annum on the principal balance from time to time outstanding.
In the event that no balance is outstanding under this Note, it shall
continue as an effective instrument at the option of the Group, to
evidence future advances or re-advances made by the Group. The entire
outstanding principal balance and all accrued and unpaid interest thereon
shall be due and payable in full on the earliest of (i) the final
maturity of the Series A Bonds, (ii) the prepayment in full or default
under the terms of the loan or the Series A bonds or (iii) the sale or
other disposition of Forest Village. The Note is nonrecourse except to
the extent that the sum of the amounts advanced under the Note and
amounts received by the Partnership from Forest Village exceeds amounts
paid by the Partnership in connection with Forest Village. As of March
30, 2000 and 1999, the Partnership has no outstanding advance due under
the Note and has incurred no interest charges for the years ended March
30, 2000, 1999 and 1998.

The rents of the Properties, many of which receive rental subsidy
payments, including payments under Section 8 of Title II of the Housing
and Community Development Act of 1974 ("Section 8"), are subject to
specific laws, regulations and agreements with federal and state
agencies. The subsidy agreements expire at various times during and after
the Compliance Periods of the Local Partnerships. Since October 1997, the
United States Department of Housing and Urban Development ("HUD") has
issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise
owners of project based Section 8 properties of what their options are
regarding the renewal of Section 8 contracts, provide guidance and
procedures to owners, management agents, contract administrators and HUD
staff concerning renewal of Section 8 contracts, provide policies and
procedures on setting renewal rents and handling renewal rent adjustments
and provide the requirements and procedures for opting-out of a Section 8
project based contract. The Partnership cannot reasonably predict
legislative initiatives and governmental budget negotiations, the outcome
of which could result in a reduction in funds available for the various
federal and state administered housing programs including the Section 8
program. Such changes could adversely affect the future net operating
income and debt structure of any or all Local Partnerships currently
receiving such subsidy or similar subsidies. Seven Local Partnerships'
Section 8 contracts, certain of which cover only certain rental units,
are currently subject to renewal under applicable HUD guidelines.

36

AMERICAN TAX CREDIT PROPERTIES II L.P.
NOTES TO FINANCIAL STATEMENTS - (Continued)
MARCH 30, 2000, 1999 AND 1998

9. Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." The estimated
fair value amounts have been determined using available market
information, assumptions, estimates and valuation methodologies.

Cash and cash equivalents

The carrying amount approximates fair value.

Investments in bonds

Fair value is estimated based on market quotes provided by an independent
service as of the balance sheet dates.

Interest receivable

The carrying amount approximates fair value due to the terms of the
underlying investments.

The estimated fair value of the Partnership's financial instruments as of
March 30, 2000 and 1999 are disclosed elsewhere in the financial
statements.

37

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None

PART III

Item 10. Directors and Executive Officers of the Registrant

Registrant has no officers or directors. The General Partner manages
Registrant's affairs and has general responsibility and authority in all matters
affecting its business. The responsibilities of the General Partner are
currently carried out by Richman Tax Credits. The executive officers and
directors of Richman Tax Credits are:

Served in present
Name capacity since (1) Position held
--------------------- -------------------- -----------------------------
Richard Paul Richman October 26, 1988 President and Director
Neal Ludeke October 26, 1988 Vice President and Treasurer
David A. Salzman October 26, 1988 Vice President
Gina S. Scotti October 26, 1988 Secretary

---------------------------------------------------------------------------

(1) Director holds office until his successor is elected and qualified.
All officers serve at the pleasure of the Director.

Richard Paul Richman, age 52, is the sole Director and President of Richman Tax
Credits. Mr. Richman is the President and principal stockholder of Richman
Group. Mr. Richman is involved in the syndication, development and management of
residential property. Mr. Richman is also a director of Wilder Richman Resources
Corp., an affiliate of Richman Tax Credits and the general partner of Secured
Income L.P., a director of Wilder Richman Historic Corporation, an affiliate of
Richman Tax Credits and the general partner of Wilder Richman Historic
Properties II, L.P., a director of Richman Tax Credit Properties Inc., an
affiliate of Richman Tax Credits and the general partner of the general partner
of American Tax Credit Properties L.P., a director of Richman Housing Credits
Inc., an affiliate of Richman Tax Credits and the general partner of the general
partner of American Tax Credit Properties III L.P. and a director of Richman
American Credit Corp., an affiliate of Richman Tax Credits and the manager of
American Tax Credit Trust, a Delaware statutory business trust.

Neal Ludeke, age 42, is a Vice President and the Treasurer of Richman Tax
Credits. Mr. Ludeke, a Vice President and the Treasurer of Richman Group, is
engaged primarily in the syndication, asset management and finance operations of
Richman Group. In addition, Mr. Ludeke is a Vice President and the Treasurer of
Richman Asset Management, Inc. ("RAM"), an affiliate of Richman Tax Credits. Mr.
Ludeke's responsibilities in connection with RAM include advisory services
provided to a small business investment company and various partnership
management functions.

David A. Salzman, age 39, is a Vice President of Richman Tax Credits and
minority stockholder of Richman Group. Mr. Salzman is responsible for the
acquisition and development of residential real estate for syndication as a Vice
President of acquisitions of Richman Group.

Gina S. Scotti, age 44, is the Secretary of Richman Tax Credits. Ms. Scotti is a
Vice President and the Secretary of Richman Group. As the Director of Investor
Services, Ms. Scotti is responsible for communications with investors.

Item 11. Executive Compensation

Registrant has no officers or directors. Registrant does not pay the officers or
director of Richman Tax Credits any remuneration. During the year ended March
30, 2000, Richman Tax Credits did not pay any remuneration to any of its
officers or its director.

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of June 1, 2000, no person or entity was known by Registrant to be the
beneficial owner of more than five percent of the Units. Richman Tax Credits is
wholly-owned by Richard Paul Richman.

38

Item 13. Certain Relationships and Related Transactions

The General Partner and certain of its affiliates are entitled to receive
certain fees and reimbursement of expenses and have received/earned fees for
services provided to Registrant as described in Notes 6 and 8 to the audited
financial statements included in Item 8 - "Financial Statements and
Supplementary Data" herein.

Transactions with General Partner and Affiliates

The net tax loss and Low-income Tax Credits generated by Registrant during the
year ended December 31, 1999 allocated to the General Partner were $29,765 and
$80,096, respectively. The net tax losses and Low-income Tax Credits generated
by the General Partner during the year ended December 31, 1999 (from the
allocation of Registrant discussed above) and allocated to Richman Tax Credits
were $18,871 and $50,777, respectively.

Indebtedness of Management

No officer or director of the General Partner or any affiliate of the foregoing
was indebted to Registrant at any time during the year ended March 30, 2000.

39

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) Financial Statements, Financial Statement Schedules and Exhibits

(1) Financial Statements

See Item 8 - "Financial Statements and Supplementary Data."

(2) Financial Statement Schedules

No financial statement schedules are included because of the
absence of the conditions under which they are required or because
the information is included in the financial statements or the
notes thereto.

(3) Exhibits

Incorporated by
Exhibit Reference to
------- ------------

10.01 1989 Westview Arms Limited Partnership Exhibit 10.8 to Form 10-Q
Amended and Restated Certificate and Report dated September 29, 1990
Articles of Limited Partnership (File No. 0-18405)

10.02 2000-2100 Christian Street Associates Exhibit 10.8 to Form 10-Q
Amended and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.03 Ann Ell Apartments Associates, Ltd. Exhibit 10.1 to Form 10-Q
Second Amended and Restated Agreement of Report dated June 29, 1990
Limited Partnership (File No. 0-18405)

10.04 Auburn Hills Apartments Limited Exhibit 10.2 to Form 10-Q
Partnership Amended and Report dated June 29, 1990
Restated Certificate and Articles (File No. 0-18405)
of Limited Partnership

10.05 Auburn Hills Townhouses Limited Exhibit 10.01 to Form 10-K
Partnership Amended and Restated Report dated March 30, 1990
Agreement of Limited Partnership (File No. 0-18405)

10.06 Batesville Family, L.P. Amended and Exhibit 10.02 to Form 10-K
Restated Agreement of Limited Report dated March 30, 1990
Partnership (File No. 0-18405)

10.07 Batesville Family, L.P. First Exhibit 10.05 to Form 10-K
Amendment to the Amended and Report dated March 30, 1992
Restated Agreement of Limited Partnership (File No 0-18405)

10.08 Amendment No. 1 to the Batesville Family, L.P. Exhibit 10.06 to Form 10-K
Amended and Restated Report dated March 30, 1992
Agreement of Limited Partnership (File No. 0-18405)

10.09 Amendment No. 2 to the Batesville Exhibit 10.1 to Form 10-Q
Family, L.P. Amended and Restated Report dated December 30, 1990
Agreement of Limited Partnership (File No. 0-18405)

40

Incorporated by
Exhibit Reference to
------- ------------

10.10 Batesville Family, L.P. Amendment Exhibit 10.1 to Form 10-Q
No. 3 to Amended and Restated Report dated December 30, 1991
Agreement of Limited Partnership (File No. 0-18405)

10.11 Browning Road Phase I, L.P. Exhibit 10.1 to Form 10-Q
Amended and Restated Agreement Report dated September 29, 1990
of Limited Partnership (File No. 0-18405)

10.12 Browning Road Phase I, L.P. Exhibit 10.2 to Form 10-Q
First Agreement to Amended and Report dated September 29, 1990
Restated Agreement of Limited Partnership (File No. 0-18405)

10.13 Bruce Housing Associates, L.P. Exhibit 10.03 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

10.14 Amendment No. 1 to the Exhibit 10.12 to Form 10-K
Bruce Housing Associates, L.P. Report dated March 30, 1992
Amended and Restated Agreement (File No. 0-18405)
of Limited Partnership

10.15 Bruce Housing Associates, L.P. Exhibit 10.13 to Form 10-K
First Amendment to Amended and Restated Report dated March 30, 1992
Agreement of Limited Partnership (File No. 0-18405)

10.16 Amendment No. 2 to the Bruce Housing Exhibit 10.2 to Form 10-Q
Associates, L.P. Amended and Report dated December 30, 1990
Restated Agreement of Limited Partnership (File No. 0-18405)

10.17 Bruce Housing Associates, L.P. Exhibit 10.2 to Form 10-Q
Amendment No. 3 to the Amended Report dated December 30, 1991
and Restated Agreement of (File No. 0-18405)
Limited Partnership

10.18 Canton Partners, L.P. Exhibit 10.2 to Form 10-Q
Amended and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.19 Carrington Limited Dividend Housing Exhibit 10.3 to Form 10-Q
Association Limited Partnership Report dated September 29, 1990
Amended and Restated Agreement (File No. 0-18405)
of Limited Partnership

10.20 Carrington Limited Dividend Exhibit 10.4 to Form 10-Q
Housing Association Limited Partnership Report dated September 29, 1990
Second Amended and Restated (File No. 0-18405)
Agreement of Limited Partnership

10.21 Carrington Limited Dividend Housing Association Exhibit 10.3 to Form 10-Q
Limited Partnership Amendment No. 1 to the Report dated December 30, 1990
Second Amended and Restated Agreement (File No. 0-18405)
of Limited Partnership

10.22 Christian Street Associates Exhibit 10.2 to Form 10-Q
Limited Partnership Second Amended and Report dated September 29, 1989
Restated Agreement and Certificate (File No. 33-25337)
of Limited Partnership

41

Incorporated by
Exhibit Reference to
------- ------------

10.23 Cityside Apartments, Phase II, L.P. Exhibit 10.1 to Form 10-Q
Amended and Restated Agreement of Report dated September 29, 1989
Limited Partnership (File No. 33-25337)

10.24 Amendment No. 1 to Cityside Exhibit 10.22 to Form 10-K
Apartments, Phase II, L.P. Report dated March 30, 1992
Amended and Restated Agreement of (File No. 0-18405)
Limited Partnership

10.25 Cleveland Square, Ltd. Exhibit 10.07 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

10.26 College Avenue Apartments Exhibit 10.7 to Form 10-Q
Limited Partnership Amended Report dated December 30, 1989
and Restated and Articles of (File No. 33-25337)
Partnership in Commendam

10.27 Corrigan Square, Ltd. Exhibit 10.09 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

10.28 Critical Ventures Housing Exhibit 10.3 to Form 10-Q
Partnership III, A Washington Limited Report dated June 29, 1990
Partnership Amended and Restated (File No. 0-18405)
Agreement of Limited Partnership

10.29 De Queen Villas Limited Partnership Exhibit 10.11 to Form 10-K
Amended and Restated Certificate and Report dated March 30, 1990
Agreement of Limited Partnership (File No. 0-18405)

10.30 Dermott Villas Limited Partnership Exhibit 10.12 to Form 10-K
Amended and Restated Certificate and Report dated March 30, 1990
Agreement of Limited Partnership (File No. 0-18405)

10.31 Eagle View, Ltd. Second Amended and Exhibit 10.4 to Form 10-K
Restated Certificate of Limited Report dated June 29, 1990
Partnership and Limited Partnership Agreement (File No. 0-18405)

10.32 Elm Hill Housing Limited Partnership Exhibit 10.13 to Form 10-K
Second Amended and Restated Report dated March 30, 1990
Agreement and Certificate of Limited Partnership (File No. 0-18405)

10.33 Eudora Manor Limited Partnership Exhibit 10.14 to Form 10-K
Amended and Restated Agreement Report dated March 30, 1990
and Certificate of Limited Partnership (File No. 0-18405)

10.34 Forest Village Housing Partnership Exhibit 10.2 to Form 10-Q
Amendment No. 1 to Amended and Restated Report dated December 30, 1993
Agreement of Limited Partnership (File No. 0-18405)

10.35 Amended and Restated Agreement Exhibit 10.5 to Form 10-Q
of Limited Partnership Report dated September 29, 1990
Harborside Housing Limited Partnership (File No. 0-18405)

42

Incorporated by
Exhibit Reference to
------- ------------

10.36 Hill Com I Associates Limited Exhibit 10.9 to Form 10-Q
Partnership Amended and Restated Report dated December 30, 1989
Agreement and Certificate of Limited Partnership (File No. 33-25337)

10.37 Hill Com I Associates Exhibit 10.35 to Form 10-K
Limited Partnership First Amendment Report dated March 30, 1992
to Amended and Restated Agreement and (File No. 0-18405)
Certificate of Limited Partnership

10.38 Hill Com II Associates Limited Exhibit 10.10 to Form 10-Q
Partnership Amended and Restated Report dated December 30, 1989
Agreement and Certificate of Limited Partnership (File No. 33-25337)

10.39 Hill Com II Associates Limited Exhibit 10.37 to Form 10-K
Partnership First Amendment to Report dated March 30, 1992
Amended and Restated Agreement and (File No. 0-18405)
Certificate of Limited Partnership

10.40 Hughes Manor Limited Partnership Exhibit 10.17 to Form 10-K
Amended and Restated Certificate Report dated March 30, 1990
and Articles of Limited Partnership (File No. 0-18405)

10.41 Ivy Family, L.P. Amended and Exhibit 10.18 to Form 10-K
Restated Agreement of Limited Report dated March 30, 1990
Partnership (File No. 0-18405)

10.42 Amendment No. 1 to the Ivy Family, Exhibit 10.4 to Form 10-Q
L.P. Amended and Restated Agreement Report dated December 31, 1990
of Limited Partnership (File No. 0-18405)

10.43 Ivy Family, L.P. Amendment No. 3 to the Exhibit 10.3 to Form 10-Q
Amended and Restated Agreement Report dated December 30, 1991
of Limited Partnership (File No. 0-18405)

10.44 Second Amended and Restated Agreement Exhibit 10.6 to Form 10-Q
of Limited Partnership Lakeside Housing Report dated September 29, 1990
Limited Partnership (File No. 0-18405)

10.45 Lawrence Road Properties, Ltd. Exhibit 10.11 to Form 10-Q
Amended and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.46 Amendment No. 2 to the Lawrence Road Exhibit 10.5 to Form 10-Q
Properties, Ltd. Amended and Report dated December 31, 1990
Restated Agreement of Limited (File No. 0-18405)
Partnership

10.47 Lawrence Road Properties, Ltd. Exhibit 10.4 to Form 10-Q
Amendment No. 3 to the Amended and Restated Report dated December 30, 1991
Agreement of Limited Partnership (File No. 0-18405)

10.48 Lexington Estates Ltd., A Mississippi Exhibit 10.20 to Form 10-K
Limited Partnership Amended and Restated Report dated March 30, 1990
Agreement of Limited Partnership (File No. 0-18405)

43

Incorporated by
Exhibit Reference to
------- ------------

10.49 Littleton Avenue Community Exhibit 10.3 to Form 10-Q
Village, L.P. Amended and Report dated September 29, 1989
Restated Agreement of Limited Partnership (File No. 33-25337)

10.50 Lula Courts Ltd., L.P. Exhibit 10.22 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

10.51 Magee Elderly, L.P. Amended Exhibit 10.1 to Form 10-Q
and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.52 Mirador del Toa Limited Partnership Exhibit 10.5 to Form 10-Q
(A Delaware Limited Partnership) Report dated June 29, 1990
Amended and Restated Agreement (File No. 0-18405)
of Limited Partnership

10.53 Amendment No. 1 to the Mirador Exhibit 10.40 to Form 10-K
del Toa Limited Partnership Report dated March 30, 1991
(A Delaware Limited Partnership) (File No. 0-18405)
Amended and Restated Agreement
of Limited Partnership

10.54 Nixa Heights Apartments, L.P. Exhibit 10.24 to Form 10-K
Amended and Restated Agreement and Report dated March 30, 1990
Certificate of Limited Partnership (File No. 0-18405)

10.55 North Hills Farms Limited Exhibit 10.6 to Form 10-Q
Partnership Second Amended and Restated Report dated June 29, 1990
Agreement of Limited Partnership (File No. 0-18405)

10.56 First Amendment to the Exhibit 10.54 to Form 10-K
North Hills Farms Limited Partnership Report dated March 30, 1992
Second Amended and Restated Agreement (File No. 0-18405)
of Limited Partnership

10.57 Patton Place Limited Partnership Exhibit 10.25 to Form 10-K
Second Amended and Restated Agreement Report dated March 30, 1990
of Limited Partnership (File No. 0-18405)

10.58 Plantersville Family, L.P. Exhibit 10.26 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

10.59 Powelton Gardens Associates Exhibit 10.6 to Form 10-Q
Amended and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.60 Purvis Heights Properties, L.P. Exhibit 10.28 to Form 10-K
Amended and Restated Agreement of Report dated March 30, 1990
Limited Partnership (File No. 0-18405)

44

Incorporated by
Exhibit Reference to
------- ------------

10.61 Purvis Heights Properties, L.P. Exhibit 10.60 to Form 10-K
First Amendment to Amended and Report dated March 30, 1992
Restated Agreement of Limited Partnership (File No. 0-18405)

10.62 Amendment No. 1 to the Purvis Heights Exhibit 10.61 to Form 10-K
Properties, L.P. Amended and Restated Report dated March 30, 1992
Agreement of Limited Partnership (File No. 0-18405)

10.63 Amendment No. 2 to the Purvis Heights Exhibit 10.6 to Form 10-Q
Properties, L.P. Amended and Report dated December 31, 1990
Restated Agreement of Limited (File No. 0-18405)
Partnership

10.64 Purvis Heights Properties, L.P. Exhibit 10.5 to Form 10-K
Amendment No. 3 to the Report dated December 30, 1991
Amended and Restated (File No. 0-18405)
Agreement of Limited Partnership

10.65 Queen Lane Investors Amended and Exhibit 10.29 to Form 10-K
Restated Agreement and Certificate Report dated March 30, 1990
of Limited Partnership (File No. 0-18405)

10.66 Queen Lane Investors Amendment No. 1 Exhibit 10.7 to Form 10-Q
to Amended and Restated Agreement Report dated December 31, 1990
and Certificate of Limited Partnership (File No. 0-18405)

10.67 Renova Properties, L.P. Amended Exhibit 10.3 to Form 10-Q
and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

10.68 Santa Juanita Limited Dividend Exhibit 10.5 to Form 10-Q
Partnership Amended and Restated Report dated December 30, 1989
Agreement of Limited Partnership (File No. 33-25337)

10.69 Second Amendment of Limited Partnership Exhibit 10.68 to Form 10-K
of Santa Juanita Limited Dividend Partnership Report dated March 30, 1994
and Amendment No. 2 to the Amended and (File No. 0-18405)
Restated Agreement of Limited Partnership

10.70 Amendment No. 1 to Santa Juanita Limited Exhibit 10.1 to Form 10-Q
Dividend Partnership L.P. Amended and Report dated September 29, 1995
Restated Agreement of Limited Partnership (File No. 0-18405)
(Replaces in its entirety Exhibit 10.69 hereof.)

10.71 Amendment No. 2 to Santa Juanita Limited Exhibit 10.2 to Form 10-Q
Dividend Partnership L.P. Amended and Report dated September 29, 1995
Restated Agreement of Limited Partnership (File No. 0-18405)

10.72 Simpson County Family, L.P. Exhibit 10.4 to Form 10-Q
Amended and Restated Agreement of Report dated December 30, 1989
Limited Partnership (File No. 33-25337)

45

Incorporated by
Exhibit Reference to
------- ------------

10.73 Summers Village Limited Partnership Exhibit 10.7 to Form 10-Q
Amended and Restated Certificate Report dated June 29, 1990
of Limited Partnership and (File No. 0-18405)
Limited Partnership Agreement

10.74 Tchula Courts Apartments, L.P. Exhibit 10.33 to Form 10-K
Amended and Restated Agreement and Report dated March 30, 1990
Certificate of Limited Partnership (File No. 0-18405)

10.75 The Pendleton (A Louisiana Partnership Exhibit 10.7 to Form 10-Q
in Commendam) Third Amended and Report dated September 29, 1990
Restated Articles of Partnership (File No. 0-18405)

10.76 Trenton Heights Apartments, L.P. Exhibit 10.34 to Form 10-K
Amended and Restated Agreement and Report dated March 30, 1990
Certificate of Limited Partnership (File No. 0-18405)

10.77 Twin Pine Family, L.P. Amended and Exhibit 10.35 to Form 10-K
Restated Agreement of Limited Report dated March 30, 1990
Partnership (File No. 0-18405)

10.78 Village Creek Limited Partnership Exhibit 10.8 to Form 10-Q
Amended and Restated Certificate and Report dated June 29, 1990
Articles of Limited Partnership (File No. 0-18405)

10.79 York Park Associates Limited Partnership Exhibit 10.1 to Form 10-Q
Amended and Restated Agreement of Report dated June 29, 1989
Limited Partnership (File No. 33-25337)

10.80 Non-Negotiable Purchase Money Exhibit 10.8 to Form 10-Q
Promissory Notes dated as of Report dated December 30, 1990
January 19, 1990 (File No. 0-18405)

10.81 Non-Negotiable Purchase Money Exhibit 10.9 to Form 10-Q
Promissory Notes dated as of May 1, 1990 Report dated December 30, 1990
(File No. 0-18405)

10.82 Assignment and Assumption Agreements Exhibit 10.63 to Form 10-K
dated as of June 28, 1991 on the Report dated March 30, 1991
Non-Negotiable Purchase Money (File No. 0-18405)
Promissory Notes dated as of January 19, 1990

10.83 Assignment and Assumption Agreements Exhibit 10.64 to Form 10-K
dated as of June 28, 1991 on the Report dated March 30, 1991
Non-Negotiable Purchase Money (File No. 0-18405)
Promissory Notes dated as of May 1, 1990

10.84 Promissory Note and Loan Agreement Exhibit 10.1 to Form 10-Q
dated November 12, 1993 Report dated December 30, 1993
(File No. 0-18405)

46

Incorporated by
Exhibit Reference to
------- ------------

27 Financial Data Schedule

28.1 Pages 14 through 33, 47 through 70 Exhibit 28.1 to Form 10-K
and 86 through 88 of prospectus dated May 10, 1989
filed pursuant to Rule 424(b)(3) Report dated March 30, 1990
under the Securities Act of 1933 (File No. 0-18405)

28.2 Supplement No. 1 dated Exhibit 28.2 to Form 10-K
July 25, 1989 of Prospectus Report dated March 30, 1991
(File No. 0-18405)

28.3 Supplement No. 2 dated Exhibit 28.3 to Form 10-K
September 18, 1989 of Prospectus Report dated March 30, 1991
(File No. 0-18405)

(b) Reports on Form 8-K

No reports on Form 8-K were filed by Registrant during the last
quarter of the period covered by this report.

(c) Exhibits

See (a)(3) above.

(d) Financial Statement Schedules

See (a)(2) above.

47

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 PROPERTIES II L.P.
(a Delaware limited partnership)

By: Richman Tax Credit Properties II L.P.,
General Partner

by: Richman Tax Credits Inc.,
general partner

Dated: June 28, 2000 /s/ Richard Paul Richman
------------- -----------------------------------
by: Richard Paul Richman
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Richard Paul Richman President, Chief Executive Officer June 28, 2000
- ---------------------------- and Director of the general partner
(Richard Paul Richman) of the General Partner

/s/ Neal Ludeke Vice President and Treasurer of the June 28, 2000
- ---------------------------- general partner of the General Partner
(Neal Ludeke) (Principal Financial and Accounting
Officer of Registrant)