AMERICAN TAX CREDIT PROPERTIES II L P - FORM 10-K

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EX-32.2 - AMERICAN TAX CREDIT PROPERTIES II L P	v189092_ex32-2.htm
EX-31.2 - AMERICAN TAX CREDIT PROPERTIES II L P	v189092_ex31-2.htm
EX-31.1 - AMERICAN TAX CREDIT PROPERTIES II L P	v189092_ex31-1.htm
EX-32.1 - AMERICAN TAX CREDIT PROPERTIES II L P	v189092_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 30, 2010

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 of Organization)		(I.R.S. Employer Identification No.)

Richman Tax Credit Properties II L.P. 340 Pemberwick Road Greenwich, Connecticut	06831
(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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

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 whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ¨ 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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Registrant has no voting common equity. 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. As of June 28, 2010, there are 55,746 units outstanding. The aggregate sales price for such units was $55,746,000.

Documents incorporated by reference:

Pages 14 through 33, 47 through 70 and 86 through 88 of the Registrant’s 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, and filed as Exhibits hereto, are incorporated by reference into Part I of this Annual Report.

PART I

Item 1.

Business.

General Development of Business and Narrative Description of Business

American Tax Credit Properties II L.P. (the "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") that qualified 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 partner equity interests (the “Local Partnership Interests”) in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. .The Local Partnerships hold their respective Properties in fee. Registrant invested in fifty such Local Partnerships, including one whose Property also qualified for the historic rehabilitation tax credit in accordance with Section 47 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 that 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 "SEC") 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 SEC pursuant to Rule 424(b)(3) under the Securities Act of 1933 (the "Prospectus"). Pursuant to Rule 12b-23 of the SEC’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 hereby incorporated into this Annual Report 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 (the "Units") at $1,000 per Unit to investors (the “Limited Partners”). 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.

Disposal of Local Partnership Interests

Registrant is in the process of disposing of its Local Partnership Interests. As of March 30, 2010, Registrant owns thirty-seven of the fifty Local Partnership Interests originally acquired. Registrant has served a demand on the local general partners (the “Local General Partners”) of all remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. Following the final disposition of its Local Partnership Interests, Registrant intends to dissolve. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. There can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

Item 1.

Business (Continued).

Financial Information About Industry Segments

Registrant is engaged solely in the business of owning a Local Partnership Interest in each of the Local Partnerships. A presentation of information regarding industry segments is not applicable and would not be material to an understanding of Registrant’s business taken as a whole. See Item 8 below for a summary of Registrant's operations.

Competition

Pursuant to Rule 12b-23 of the SEC’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 hereby incorporated into this Annual Report by reference.

Employees of Registrant

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.

Regulation

The following is a brief summary of certain regulations applicable to Registrant and is not, nor should it be considered, a full summary of the law or all related issues. Other than as set forth above and below, Registrant is not aware of any existing or probable federal, state or local governmental regulations, or any recent changes to such governmental regulations, which would have an effect on Registrant’s business.

Virtually all of the Properties owned by the Local Partnerships have some form of a government funded rental subsidy that affords the low-income tenants the ability to reside at the Properties. During the period that a subsidy agreement between the United States Department of Housing and Urban Development (“HUD”) and a Local Partnership is in existence, the Local Partnership Interest of such Local Partnership may not be sold, and the Property may not be transferred by the Local Partnership to another entity, without HUD’s approval, which may be subject to various conditions. In particular, the transfer of title of the Properties by the Local Partnerships is expected to be required to be closed in escrow pending HUD approval. In addition, as a condition to certain disposals, Registrant anticipates that HUD will require the Local Partnerships to dedicate resources to maintenance in order to correct deficiencies in the physical condition of the Properties. Correction of such deficiencies will probably require expenditures of significant amounts of funds, thus effectively reducing the amount of any net proceeds from the sale of the Property. There can be no assurance that the required governmental agencies will approve any of the requested transfers, that such approvals will be received in a timely manner or that other conditions will not be imposed for such approvals. The failure to obtain or a delay in obtaining any required approvals would have adverse consequences to the Limited Partners.

In the case of certain of the Local Partnerships, the local housing authority has the right, for a period of time, to find a purchaser for the Property prior to the Local General Partner beginning its own efforts to sell the Property. There can be no assurance that the local housing authorities will be successful in finding purchasers for such Properties, which may adversely impact the timing of Property sales.

Certain of the Local Partnerships are subject to restrictions on the amount of annual cash distributions to partners under the terms of such Local Partnerships’ loan, regulatory or other agreements.

Registrant is not aware of any non-compliance by the Local Partnerships with respect to federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection of the environment, and is not aware of any condition that would have a material effect on the capital expenditures or competitive position of Registrant.

Item 1A.

Risk Factors.

Risks Relating to Registrant’s Business and Industry

There is no guarantee that the Properties will be sold or, if sold, that Registrant would receive any proceeds.

As noted above in Item 1 - Business, Registrant has served a demand on the Local General Partners of all remaining Local Partnerships to commence a sale process to dispose of the Properties. However, the market of interested buyers of the Properties is limited. Some of the factors which negatively impact the marketability of the Properties, or equivalently, the Local Partnership Interests, include:

the Extended Use Provisions;

the substantial remaining mortgage balances on the Properties, which are typically very near the initial balances as a result of the heavily subsidized debt of the Local Partnership and the lengthy (usually near 40-year) amortization period of the debt; and

poor economic conditions.

It is generally expected, therefore, that in the event a sale of a Property by a Local Partnership can be consummated, the net proceeds of such sale, after repayment of any outstanding debt and other liabilities, are not likely to be significant. Moreover, a portion of the net proceeds from the sale of a Property by a Local Partnership may be payable to the Local General Partner for prior operating advances and deferred fees. As such, there will likely not be significant proceeds, if any, upon a sale of a Property that will be available for distribution by the Local Partnership to Registrant. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. However, it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.

The Local Partnerships may be required to continue to maintain the low-income nature of the Properties beyond the Compliance Period under agreements with state tax credit agencies.

As noted above in Item 1 - Business, certain of the Local Partnerships entered into agreements containing Extended Use Provisions 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 (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted.

Properties owned by the Local Partnerships are subject to certain risks relating to the real estate industry in general that are outside of the control of the Local Partnerships or Registrant and that may have an adverse affect on Registrant’s investment in such Local Partnerships.

Registrant’s investment in the Local Partnerships is subject to the risks associated with multi-family rental property and real estate in general, including retail, commercial and residential real estate. Such risks, which are subject to change and are not in the control of Registrant, include risks related to:

the adverse use of adjacent or neighborhood real estate;

regulated rents, which may adversely impact rent increases;

utility allowances, which may adversely impact rents charged to tenants from year to year in certain locations;

the inability of tenants to pay rent in light of current market conditions;

changes in the demand for or supply of competing properties;

changes in state or local tax rates and assessments;

increases in utility charges;

Item 1A.

Risk Factors (Continued).

unexpected expenditures for repairs and maintenance;

the discovery of previously undetected environmentally hazardous conditions;

costs associated with complying with the Americans with Disabilities Act;

uninsured losses relating to real property or excessively expensive premiums for insurance coverage;

lawsuits from tenants or guests in connection with injuries that occur on the Properties;

changes in local economic conditions; and

changes in interest rates and the availability of financing (including changes resulting from current market conditions).

The occurrence of any of the above risks could have a negative impact on the operating results of such Properties and the respective Local Partnerships and, in turn, may render the sale or refinancing of the Properties difficult or unattractive, which could adversely affect Registrant’s investment in such Local Partnerships.

The modification or elimination of government rental subsidies on which the Local Partnerships rely would require the Local Partnerships to use existing funds or obtain additional funds to continue to operate the respective Properties. Because Registrant’s investments in the Local Partnerships are highly leveraged, it would be highly difficult to obtain such additional funds.

Virtually all of the Properties owned by the Local Partnerships have some form of a government funded rental subsidy, which affords the low-income tenants the ability to reside at the Properties. The Local Partnerships are extremely reliant on such subsidies. If the respective rental subsidy programs were to be materially modified or eliminated, the Local Partnerships’ rental revenue would likely be significantly reduced. To the extent that revenues are not sufficient to meet operating expenses and service the respective mortgages of the Properties, such Local Partnership would be required to use reserves and any other funds available to avoid foreclosure of the subject Property. Registrant’s investments in the Local Partnerships are highly leveraged, and there can be no assurance that additional funds would be available to any Local Partnership or Registrant, if needed. In addition, there can be no assurance that, when a Property is sold, the proceeds from a sale will be sufficient to pay the balance due on the mortgage loans or any other outstanding indebtedness to which the Local Partnership is subject.

Limited Partners may not be able to use all of the carried forward Low-income Tax Credits.

While a limited exception is provided for Low-income Tax Credits in the case of individuals, tax losses and credits allocated to a Limited Partner who is an individual, trust, estate or personal service corporation generally may be used to reduce the Limited Partner’s tax liability only to the extent that such liability arises from passive activities. Therefore, tax losses and credits allocated to such a Limited Partner are not expected to be available to offset tax liabilities that arise from salaries, dividends and interest and other forms of income. In addition, Low-income Tax Credits cannot be used to offset alternative minimum tax. Accordingly, there is no guarantee that Limited Partners will be able to utilize all of the carried forward Low-income Tax Credits.

Risks Relating to Ownership of Units of Limited Partnership Interest of Registrant

There is no existing market for the Units.

There is no trading market for Units and there are no assurances that any market will develop. In addition, the Units may be transferred only if certain requirements are satisfied, including requirements that such transfer would not impair Registrant’s tax status for federal income tax purposes and would not be a violation of federal or state securities laws. Accordingly, Limited Partners may not be able to sell their Units promptly and bear the economic risk of their investment for an indefinite period of time.

Under certain circumstances, Limited Partners of Registrant may incur out-of-pocket tax costs.

At some point, Registrant’s operations (including the sale or refinancing of the Properties owned by the Local Partnerships) may generate less cash flow than taxable income, and the income, as well as the income taxes payable with respect to Registrant’s taxable income, may exceed cash flow available for distribution to the Limited Partners in such years. This may result in an out-of-pocket tax cost to the Limited Partners. In addition, a Limited Partner may experience taxable gain on disposition of Units or upon a disposition of the Local Partnership Interests or of the Properties even though no cash is realized on the disposition; in such circumstances, the Limited Partners may experience an out-of-pocket tax cost.

Item 1A.

Risk Factors (Continued).

Limited Partners of Registrant may not receive a return of any portion of their original capital investment in Registrant.

To date, the Limited Partners of Registrant have not received a return of any portion of their original capital. Accordingly, the only benefit of this investment may be the Low-income Tax Credits and Historic Rehabilitation Tax Credits.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2.

Properties.

The executive offices of Registrant and the General Partner are located at 340 Pemberwick Road, Greenwich, Connecticut 06831. 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 originally acquired Local Partnership Interests in fifty Local Partnerships. As discussed above in Item 1 - Business, the Compliance Period of all of the Local Partnerships expired as of December 31, 2006 and, accordingly, Registrant is in the process of disposing of its Local Partnership Interests. As of March 30, 2010, Registrant owns thirty-seven of the fifty Local Partnership Interests originally acquired. Registrant has served a demand on the Local General Partners of all remaining Local Partnerships to commence a sale process to dispose of the Properties, which Registrant intends will result in a termination of Registrant’s Local Partnership Interests and ultimately the dissolution of Registrant.

During the year ended March 30, 2010, Harborside Housing Limited Partnership (“Harborside”) sold its underlying Property, in connection with which Registrant has received $3,617,439 as of June 2010, Registrant sold its Local Partnership Interest in Nixa Heights Apartments, L.P. (“Nixa Heights”) to an affiliate of the Local General Partner of Nixa Heights for $10,000, Hughes Manor Limited Partnership (“Hughes Manor”) sold its underlying Property, in connection with which Registrant received $36,830 and withdrew from Hughes Manor and Ann Ell Apartments Associates, Ltd. (“Ann Ell”) sold its underlying Property, in connection with which Registrant received no proceeds. The Local General Partner of Ann Ell is in the process of dissolving Ann Ell. See further discussion regarding Harborside, Nixa Heights, Hughes Manor and Ann Ell in Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

In the event a sale of the remaining Properties cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. In addition, certain of the Local Partnerships entered into agreements with Extended Use Provisions 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 (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period. While the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions may limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. There can be no assurance as to when the Local Partnerships will dispose of the Properties, when Registrant will dispose of the Local Partnership Interests or the amount of proceeds which may be received in such dispositions. In addition to amounts that remain outstanding under the terms of the debt structure of the respective Local Partnerships, certain Local Partnerships have outstanding obligations to the Local General Partners and/or affiliates thereof for operating advances made over the years and for certain fees that were deferred.

Item 2.

Properties (Continued).

The Local Partnership Interests were acquired by Registrant in 1989 and 1990. Although Registrant generally owns a 98.9% -99% Local Partnership Interest in the Local Partnerships, Registrant and American Tax Credit Properties L.P. ("ATCP"), a Delaware limited partnership whose general partner is affiliated with the General Partner, 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 another affiliate, 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
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 the subsidies below). The subsidy agreements expire at various times. Since October 1997, 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 before debt service (“NOI”) and debt structure of any or all Local Partnerships currently receiving such subsidy or similar subsidies. Nine Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the nine Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

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			2009			(see footnotes)

1989 Westview Arms Limited Partnership
Westview Arms
Dumas, Arkansas	60	$	130,796		$	186,273		(1a&d)

2000-2100 Christian Street Associates
(3), (11)
Christian Street Apartments II
Philadelphia, Pennsylvania	57		1,654,764			—	(3)

Ann Ell Apartments Associates, Ltd.
(10), (11)
Ann Ell Apartments
Miami Beach, Florida	54		1,411,983			1,650,482

Auburn Hills Apartments Limited
Partnership
Auburn Hills Apartments
Cabot, Arkansas	24		201,649			763,257		(1b)

Auburn Hills Townhouses Limited
Partnership
Auburn Hills Townhouse Apartments
Pontiac, Michigan	250		3,206,110			5,581,030		(1a&d)

Batesville Family, L.P.
Westridge Apartments
Batesville, Mississippi	48		160,741	(2)		1,388,997			(1b)

Browning Road Phase I, L.P.
Browning Road Apartments, Phase I
Greenwood, Mississippi	60		197,808			744,989			(1b)

Bruce Housing Associates, L.P.
Bruce Family Apartments
Bruce, Mississippi	40		122,814	(2)		1,058,397		(1b&c)

Canton Partners, L.P.
Pecan Village
Canton, Mississippi	48		380,199			1,401,341			(1b)

Carrington Limited Dividend Housing
Association Limited Partnership (3), (5)
Carrington Place
Farmington Hills, Michigan	100		1,058,976	(2)		—	(3)

Christian Street Associates Limited
Partnership (3), (11)
Christian Street Apartments
Philadelphia, Pennsylvania	72		2,610,886			—	(3)

Cityside Apartments, Phase II, L.P.
Cityside Apartments Phase II
Trenton, New Jersey	107		6,592,092			5,665,616		(1a,b&d)

Cleveland Square, Ltd.
Cleveland Square Apartments
Cleveland, Texas	48		223,327			746,157		(1b)

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			2009			(see footnotes)

College Avenue Apartments Limited
Partnership (3), (11)
College Avenue Apartments
Natchitoches, Louisiana	41	$	501,348		$	—	(3)

Corrigan Square, Ltd.
Corrigan Square Apartments
Corrigan, Texas	96		372,833			1,287,686			(1b)

De Queen Villas Limited Partnership
De Queen Villas Apartments
De Queen, Arkansas	37		296,051			1,264,241			(1b)

Dermott Villas Limited Partnership (3)
Dermott Villas
Dermott, Arkansas	32		272,802			—	(3)

Eagle View, Ltd.
Eagle View Apartments
Clearfield, Kentucky	14		102,850			363,055			(1b)

Elm Hill Housing Limited
Partnership (3)
Elm Hill Housing
Boston, Massachusetts	142		5,712,391			—	(3)

Eudora Manor Limited Partnership
Eudora Manor Apartments
Eudora, Arkansas	24		188,838			722,737			(1b)

Forest Village Housing Partnership (3),(11)
Forest Village Apartments
Auburn, Washington	89		1,706,079			—	(3)

Harborside Housing Limited
Partnership (8)
Cal-View Apartments
East Chicago, Indiana	255		1,789,434			—

Hill Com I Associates Limited
Partnership
Hill Com I Apartments
Pittsburgh, Pennsylvania	67		887,635			1,165,986		(1a,d&e)

Hill Com II Associates Limited
Partnership
Hill Com II Apartments
Pittsburgh, Pennsylvania	48		683,172			938,031		(1a,d&e)

Hughes Manor Limited Partnership (4), (9)
Hughes Manor
Hughes, Arkansas	32		287,261			—	(4)

Ivy Family, L.P.
Ivy Apartments
Louisville, Mississippi	32		90,878	(2)		722,550		(1b&c)

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			2009			(see footnotes)

Lakeside Housing Limited Partnership
Lakeside Garden Apartments
East Chicago, Indiana	312	$	3,147,863		$	5,973,795		(1a,b&d)

Lawrence Road Properties, Ltd.
Hillcrest Apartments
Newton, Mississippi	24		83,013	(2)		729,334		(1b&c)

Lexington Estates Ltd.,
A Mississippi Limited Partnership
Lexington Estates
Lexington, Mississippi	24		176,225			676,435			(1b)

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

Lula Courts Ltd., L.P.
Lula Courts
Lula, Mississippi	24		176,645			673,254			(1b)

Magee Elderly, L.P.
Eastgate Manor
Magee, Mississippi	24		150,952			569,580		(1b&c)

Mirador del Toa Limited Partnership
Mirador del Toa Apartments
Toa Alta, Puerto Rico	48		186,717	(2)		1,799,524		(1b&c)

Nixa Heights Apartments, L.P. (4), (7)
Nixa Heights Apartments
Nixa, Missouri	40		250,030			—	(4)

North Hills Farms Limited Partnership
North Hills Farms Apartments
Pontiac, Michigan	525		3,443,762			602,358		(1a&d)

Patton Place Limited Partnership
Patton Street Apartments
Springfield, Massachusetts	24		794,044			603,209		(1a&d)

Plantersville Family, L.P.
Regal Ridge Apartments
Plantersville, Mississippi	24		152,268			567,754			(1b)

Powelton Gardens Associates (3)
Powelton Gardens Apartments
West Philadelphia, Pennsylvania	25		782,958			—	(3)

Purvis Heights Properties, L.P.
Pineview Apartments
Purvis, Mississippi	40		128,419	(2)		1,103,621			(1b)

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			2009			(see footnotes)

Queen Lane Investors
Queen's Row
Philadelphia, Pennsylvania	29	$	603,552	(2)	$	1,955,583			(1b)

Renova Properties, L.P.
Hymon Lucas Manor
Renova, Mississippi	24		165,582			613,258		(1b&c)

Santa Juanita Limited Dividend
Partnership L.P.
Santa Juanita Apartments
Bayamon, Puerto Rico	45		584,117	(2)		1,364,786		(1a,b,d&f)

Simpson County Family, L.P.
Azalea Apartments
Magee, Mississippi	24		211,823			785,137			(1c)

Summers Village Limited Partnership
Summers Village Apartments
Summersville, West Virginia	24		194,674			777,453			(1b)

Tchula Courts Apartments, L.P.
Tchula Courts Apartments
Tchula, Mississippi	24		150,984			703,484			(1b)

The Pendleton (A Louisiana
Partnership in Commendam) (3), (6), (11)
The Pendleton
Shreveport, Louisiana	36		447,621			—	(3)

Trenton Heights Apartments, L.P.
Trenton Heights Apartments
Trenton, Mississippi	40		100,434			421,088			(1b)

Twin Pine Family, L.P.
Twin Pine Apartments
Louisville, Mississippi	24		163,172			555,455			(1b)

Village Creek Limited Partnership
Village Creek Apartments
Arkadelphia, Arkansas	40		288,216			1,166,411			(1b)

York Park Associates Limited
Partnership (3)
York Park Apartments
Dundalk, Maryland	80		2,146,200			—	(3)

		$	48,460,126		$	51,595,424

(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.

(b)

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

(c)

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.

Item 2.

Properties (Continued).

(d)

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

(e)

The Local Partnership entered into a restructuring agreement of its Section 8 contracts and debt structure under applicable HUD guidelines in 2001.

(f)

The Local Partnership entered into a restructuring agreement of its Section 8 contract and debt structure under applicable HUD guidelines in 2008.

(2)

Reflects amount attributable to Registrant only.

(3)

The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheets of the Local Partnerships as of December 31, 2009 and 2008 in Note 6 to the accompanying financial statements.

(4)

The Local Partnership Interest is no longer owned by Registrant; there are no assets or liabilities related to such Local Partnership included in the combined balance sheet of the Local Partnerships as of December 31, 2009 in Note 6 to the accompanying financial statements.

(5)

Registrant assigned its Local Partnership Interest to one of the Local General Partners in February 2007. The combined statement of operations of the Local Partnerships for the year ended December 31, 2007 included in Note 6 to the accompanying financial statements does not include any results of operations for such Local Partnership.

(6)

The underlying Property was sold in May 2008 and Registrant withdrew from the Local Partnership. The combined statement of operations of the Local Partnerships for the year ended December 31, 2008 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale.

(7)

Registrant sold its Local Partnership Interest to an affiliate of the Local General Partner in September 2009. The combined statement of operations of the Local Partnerships for the year ended December 31, 2009 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of sale (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).

(8)

The underlying Property was sold in November 2009 and the Local Partnership continues in existence. The combined statement of operations of the Local Partnerships for the year ended December 31, 2009 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2009 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).

(9)

The underlying Property was sold in December 2009 and Registrant withdrew from the Local Partnership. The combined statement of operations of the Local Partnerships for the year ended December 31, 2009 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership for all of 2009 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).

(10)

The underlying Property was sold in March 2010 (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).

(11)

Capital contribution includes voluntary advances made to the Local Partnership.

Item 3.

Legal Proceedings.

None.

Item 4.

Reserved.

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Holders

There is no established public trading market for the Units. Accordingly, accurate information as to the market value of a Unit at any given date is not available. The number of record holders of Units as of approximately June 15, 2010 was approximately 2,490, holding an aggregate of 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, whose estimated values are based on financial and other information available to them. 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. Unit holders may not realize such estimated values upon the liquidation of Registrant.

Distributions

Registrant owns a Local 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 Limited Partners in the future. There were no cash distributions to the Limited Partners during the years ended March 30, 2010 and 2009.

Low-income Tax Credits and Historic Rehabilitation Tax Credits (together, the “Tax Credits”), which are subject to various limitations, may be used by the Limited Partners to offset federal income tax liabilities. Registrant generated total Tax Credits from investments in Local Partnerships of approximately $1,499 per Unit, net of circumstances which have given rise to recapture. The Ten Year Credit Period with respect to all of the Properties was fully exhausted as of December 31, 2005 and the Compliance Periods of the Local Partnerships had expired as of December 31, 2006. Registrant has served a demand on the Local General Partners of all remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. It is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments.

Recent Sales of Unregistered Securities

None.

Item 6.

Selected Financial Data.

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

Item 7.

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

Capital Resources and Liquidity

Registrant admitted limited partners (the “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 (the “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 partner interests (the “Local Partnership Interests”) in partnerships (the “Local Partnerships”) that own low-income multifamily residential complexes (the “Property” or “Properties”) that qualified 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 that also qualified for the historic rehabilitation tax credit in accordance with Section 47 of the Internal Revenue Code of 1986. The Net Proceeds were utilized in acquiring a Local Partnership Interest in fifty Local Partnerships.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

As of March 30, 2010, Registrant has cash and cash equivalents and investment in mutual fund totaling of $3,158,860, which is available for operating expenses of Registrant and circumstances that may arise in connection with the Local Partnerships. Future sources of Registrant funds are expected to be primarily from interest earned on working capital and limited cash distributions from Local Partnerships. In addition, although it is not possible to ascertain the amount, if any, that Registrant will receive with respect to each specific Property, Registrant may be entitled to sales proceeds of certain Local Partnerships’ Properties.

During the year ended March 30, 2010, Registrant received cash from interest revenue, distributions from Local Partnerships and proceeds in connection with the sale of its Local Partnership Interest in Nixa Heights Apartments, L.P. (“Nixa Heights”) and the sale of the Properties owned by Harborside Housing Limited Partnership (“Harborside”) and Hughes Manor Limited Partnership (“Hughes Manor”) (see discussion below under Local Partnership Matters) and utilized cash for operating expenses and making voluntary advances to a Local Partnership (see discussion below under Local Partnership Matters). Cash and cash equivalents and investment in mutual fund increased, in the aggregate, by approximately $2,150,000 during the year ended March 30, 2010.

During the year ended March 30, 2010, 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, 2009 of $327,068, partially offset by voluntary advances of $200,458 made to a Local Partnership (see discussion below under Local Partnership Matters). Payable to general partner and affiliates in the accompanying balance sheet as of March 30, 2010 represents deferred administration fees and management fees. During the year ended March 30, 2010, accounts payable and accrued expenses decreased primarily as a result of the payment of deferred administration fees of $344,665.

Results of Operations

Registrant’s operating results are dependent, in part, upon the operating results of the Local Partnerships and are 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. In the event the operations of a Local Partnership result in a loss, 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.

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 book value of Registrant’s investment in each Local Partnership (the “Local Partnership Carrying Value”) may be reduced if the Local Partnership Carrying Value is considered to exceed the estimated value derived by management. Accordingly, cumulative losses and cash distributions in excess of the investment or an adjustment to a Local Partnership’s Carrying Value are not necessarily indicative of adverse operating results of a Local Partnership.

Registrant’s operations for the years ended March 30, 2010, 2009 and 2008 resulted in net income (loss) of $2,796,971, $(554,944) and $(729,875), respectively. The increase in net income from fiscal 2009 to fiscal 2010 is primarily attributable to (i) an increase in gain on sale of limited partner interests/local partnership properties of approximately $3,656,000 resulting from the sales of the Properties owned by Hughes Manor and Harborside and Registrant’s sale of its Local Partnership Interest in Nixa Heights (see discussion below under Local Partnership Matters) and (ii) a decrease in administration and management fees in the cumulative amount of approximately $44,000 as a result of Registrant’s disposal of its Local Partnership Interests in Nixa Heights, Harborside, Hughes Manor and Ann Ell Apartments Associates, Ltd. (“Ann Ell”) (see discussion below under Local Partnership Matters), partially offset by (i) an increase in equity in loss of investment in local partnerships of approximately $227,000, which increase is primarily attributable to voluntary advances made to a Local Partnership that were written off as equity in loss of investment in local partnerships (see discussion below under Local Partnership Matters) and (ii) a decrease in interest revenue and other income from local partnerships of approximately $104,000. The decrease in net loss from fiscal 2008 to fiscal 2009 is primarily attributable to a decrease in equity in loss of investment in local partnerships of approximately $144,000 and a decrease in operating expenses of approximately $60,000, all partially offset by a decrease in interest revenue and other income from local partnerships of approximately $37,000.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

The Local Partnerships’ net income of approximately $1,164,000 for the year ended December 31, 2009 includes depreciation and amortization expense of approximately $3,929,000, gain on sale of property of approximately $3,343,000 and interest on non-mandatory debt of approximately $583,000, and does not include principal payments on permanent mortgages of approximately $1,430,000. The Local Partnerships’ net loss of approximately $2,489,000 for the year ended December 31, 2008 includes depreciation and amortization expense of approximately $3,904,000, gain on sale of property of approximately $314,000 and interest on non-mandatory debt of approximately $652,000, and does not include principal payments on permanent mortgages of approximately $1,345,000. The Local Partnerships’ net loss of approximately $2,266,000 for the year ended December 31, 2007 includes depreciation and amortization expense of approximately $3,973,000 and interest on non-mandatory debt of approximately $597,000, and does not include principal payments on permanent mortgages of approximately $1,511,000. The results of operations of the Local Partnerships for the year ended December 31, 2009 are not necessarily indicative of results that may be expected in future periods.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Tax Credits to the Limited Partners, has been completed. The relevant state tax credit agency allocated each of the 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 was fully exhausted with respect to all of the Properties as of December 31, 2005. 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 Compliance Period of all of the Local Partnerships had expired as of December 31, 2006. In addition, certain of the Local Partnerships 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 (in certain circumstances, up to 50 years from when the Property is placed in service, but commonly 30 years from the date any such Property is placed in service), regardless of a sale of the Properties by the Local Partnerships after the Compliance Period (the “Extended Use Provisions”). Although the Extended Use Provisions do not extend the Compliance Period of the respective Local Partnerships, such provisions limit the number and availability of potential purchasers of the Properties. Accordingly, a sale of a Property may happen well after the expiration of the Compliance Period and/or may be significantly discounted. Registrant is in the process of disposing of its Local Partnership Interests. As of March 30, 2010, Registrant owns thirty-seven of the fifty Local Partnership Interests originally acquired. Registrant has served a demand on the local general partners (the “Local General Partners”) of all remaining Local Partnerships to commence a sale process to dispose of the Properties. In the event a sale cannot be consummated, it is the General Partner’s intention to sell or assign Registrant’s Local Partnership Interests. Following the final disposition of its Local Partnership Interests, Registrant intends to dissolve. It is uncertain as to the amount, if any, that Registrant will receive with respect to each specific Property from such sales or assignments. There can be no assurance as to when Registrant will dispose of its remaining Local Partnership Interests.

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. 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 before debt service (“NOI”) and debt structure of any or all Local Partnerships currently receiving such subsidy or similar subsidies. Nine Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the nine Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

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"). Registrant has no legal obligation to fund any operating deficits of the Local Partnerships.

In September 2009, Registrant sold its Local Partnership Interest in Nixa Heights to an affiliate of the Local General Partner of Nixa Heights for $10,000. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010. Registrant’s investment balance in Nixa Heights, after cumulative equity losses, became zero during the year ended March 30, 2001.

In November 2009, Harborside sold its underlying Property, in connection with which Registrant received $3,215,499 at the date of sale and an additional $401,940 subsequent to March 30, 2010. The total of $3,617,439 is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010 and $401,940 is reflected as due from local partnership in the accompanying balance sheet of the Partnership as of March 30, 2010. There may be additional proceeds after further resolution of Harborside’s accounts. In addition, the Local General Partner of Harborside established a $300,000 escrow pursuant to the Purchase and Sale Contract (the “Harborside Contract”) to protect against potential obligations of Harborside to the buyer. In accordance with the Harborside Contract, any remaining balance in such escrow will be distributed to Registrant one year after the date of sale. Any additional proceeds received by Registrant will be recognized as income when received. Of the $401,490 noted above, $117,106 represents withholding tax paid to the state in which the Harborside Property is located on behalf of Registrant’s partners. Such tax will be reflected in Registrant’s financial statements as and for the three months ended June 29, 2010 as a distribution to partners. Harborside recognized a gain of $3,011,151, which amount is included in gain on sale of property in the accompanying combined statement of operations of the Local Partnerships for the year ended December 31, 2009. Registrant’s investment balance in Harborside, after cumulative equity losses, became zero during the year ended March 30, 2004.

In December 2009, Hughes Manor sold its underlying Property, in connection with which Registrant received $36,830 and withdrew from Hughes Manor. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010. Hughes Manor recognized a gain of $331,830, which amount is included in gain on sale of property in the accompanying combined statement of operations of the Local Partnerships for the year ended December 31, 2009. Registrant’s investment balance in Hughes Manor, after cumulative equity losses, became zero during the year ended March 30, 2002.

Ann Ell sold its underlying Property in March 2010; Registrant received no proceeds in connection with the sale. The Local General Partner of Ann Ell is in the process of dissolving Ann Ell. Registrant has made cumulative voluntary advances to Ann Ell of $806,324 as of March 30, 2010 to fund operating deficits, of which $200,458 was advanced during the year then ended. Registrant’s investment balance in Ann Ell, after cumulative equity losses, became zero during the year ended March 30, 1994 and voluntary advances made by Registrant were recorded as investment in local partnerships and have been offset by additional equity in loss of investment in local partnerships.

The Local General Partner of Queen Lane Investors (“Queen Lane”) represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,015,000 as of June 2010. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $19,000 as of June 2010. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property. Registrant’s investment balance in Queen Lane, after cumulative equity losses, became zero during the year ended March 30, 2001.

The non-mandatory mortgages of Littleton Avenue Community Village, L.P. (“Littleton”) matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of June 2010 total approximately $8,356,000. The Local General Partner of Littleton represents that the City of Newark (the “City”) has issued a notice of default on its mortgage and that negotiations are ongoing in an effort to refinance the mortgages. The real estate tax abatement on the Property expired in June 2007; the City assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $163,000 as of June 2010, which includes accrued interest of approximately $18,000, and that the City has sold certain of the tax liens to third parties. Littleton owes taxes and accrued interest totaling approximately $125,000 to such third parties. Registrant’s investment balance in Littleton, after cumulative equity losses, became zero during the year ended March 30, 1999.

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.

Contractual Obligations

Registrant is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.

Off - Balance Sheet Arrangements

Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Registrant’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which requires Registrant to make certain estimates and assumptions. A summary of significant accounting policies is provided in Note 1 to the accompanying financial statements. The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Registrant’s financial condition and results of operations. Registrant believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the accompanying financial statements.

Registrant accounts for its investment in local partnerships in accordance with the equity method of accounting.

If the book value of Registrant’s investment in a Local Partnership exceeds the estimated value derived by management, Registrant reduces its investment in any such Local Partnership and includes such reduction in equity in loss of investment in local partnerships. Registrant makes such assessment at least annually in the fourth quarter of its fiscal year or whenever there are indications that a permanent impairment may have occurred. A loss in value of an investment in a Local Partnership other than a temporary decline would be recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the estimated residual value of the investment.

Registrant does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, because Registrant is not considered the primary beneficiary. Registrant’s balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. Registrant’s exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the Local General Partners.

Recent Accounting Pronouncements

ASC Topic 740; Subtopic 10 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Because Registrant is a pass-through entity and is not required to pay income taxes, ASC Topic 740; Subtopic 10 does not currently have any impact on its financial statements.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC Topic 820 applies to other accounting pronouncements that require or permit fair value measurements. Accordingly, ASC Topic 820 does not require any new fair value measurements. ASC Topic 820 is effective for fiscal years beginning after November 15, 2007. Registrant adopted ASC Topic 820 effective March 31, 2008. On February 6, 2008 FASB deferred the effective date of ASC Topic 820 by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The partial adoption of ASC Topic 820 for financial assets and liabilities did not have a material impact on Registrant’s financial position, results of operations or cash flows. Registrant adopted ASC Topic 820 as of March 31, 2008, with the exception of the application of this topic to nonrecurring nonfinancial assets and nonfinancial liabilities. Nonrecurring nonfinancial assets and liabilities for which Registrant had not applied the provisions of ASC Topic 820 to include investment in local partnerships, which is accounted for under the equity method of accounting. Registrant’s full adoption of ASC Topic 820 as of March 31, 2009 did not have an impact on its financial statements.

ASC Topic 825; Subtopic 10 permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. ASC Topic 825; Subtopic 10 is effective for fiscal years beginning after November 15, 2007. On March 31, 2008, Registrant adopted ASC Topic 825; Subtopic 10 and elected not to apply the provisions to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of ASC Topic 825; Subtopic 10 had no effect on Registrant’s financial statements.

ASC Topic 825; Subtopic 10 requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. ASC Topic 825; Subtopic 10 is effective for Registrant as of June 30, 2009 and its adoption did not impact Registrant’s financial condition or results of operations. Registrant had no financial instruments during any interim reporting period during the year ended March 30, 2010.

In May 2009, FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general guidelines of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by Registrant for the quarter ended June 29, 2009. The adoption did not have a significant impact on the subsequent events that Registrant reports, either through recognition or disclosure, in the financial statements. In February 2010, FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore Registrant did not include the disclosure in the notes to the accompanying financial statements.

ASC Topic 810; Subtopic 10 amends existing consolidation guidance for variable interest entities, requires ongoing reassessment to determine whether a variable interest entity must be consolidated, and requires additional disclosures regarding involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASC Topic 810; Subtopic 10 is effective for Registrant’s fiscal year beginning March 31, 2010 and its adoption did not have an impact on Registrant’s financial statements.

In January 2010, ASC Topic 820 was amended to increase disclosure requirements regarding recurring and nonrecurring fair value measurements. Registrant adopted ASC 820, as amended, for the period ending March 30, 2010, except for the disclosures about activity in Level 3 fair value measurements which are effective for Registrant’s fiscal year beginning March 31, 2010. The initial adoption of ASC Topic 820 and the full implementation thereof did not have a material impact on Registrant’s financial statements.

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued).

Forward-Looking Information

As a cautionary note, with the exception of historical facts, the matters discussed in this annual report on Form 10-K are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements may relate to, among other things, current expectations, forecasts of future events, future actions, future performance generally, business development activities, capital expenditures, strategies, the outcome of contingencies, future financial results, financing sources and availability and the effects of regulation and competition. Words such as “anticipate,” “expect,” “intend,” “plan,” “seek,” “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. Registrant may also provide written forward-looking statements in other materials released to the public. Such statements are made in good faith by Registrant pursuant to the “Safe Harbor” provisions of the Reform Act. Registrant undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Such forward-looking statements involve known risks, uncertainties and other factors that may cause Registrant’s actual results of operations or actions to be materially different from future results of operations or actions expressed or implied by the forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

Registrant’s investment in mutual fund (the “Fund”) is subject to certain risk. The fixed income securities in which the Fund invests are subject to interest rate risk, credit risk, prepayment risk, counterparty risk, municipal securities risk, liquidity risk, management risk, government security risk and valuation risk. Typically, when interest rates rise, the market prices of fixed income securities go down. The Fund is classified as “non-diversified,” and thus may invest most of its assets in securities issued by or representing a small number of issuers. As a result, the Fund may be more susceptible to the risks associated with these particular issuers, or to a single economic, political or regulatory occurrence affecting these issuers. These risks could adversely affect the Fund’s net asset value (“NAV”), yield and total return.

AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 8.

Financial Statements and Supplementary Data.

Table of Contents

	Page

Report of Independent Registered Public Accounting Firm	22

Balance Sheets	23

Statements of Operations	24

Statements of Changes in Partners' Equity (Deficit)	25

Statements of Cash Flows	26

Notes to Financial Statements	28

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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. (the “Partnership”) as of March 30, 2010 and 2009, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years ended March 30, 2010, 2009 and 2008. 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. As of and for the years ended March 30, 2010, 2009 and 2008, we did not audit the financial statements of certain investee partnerships, which investments represent $0 in total assets as of March 30, 2010 and 2009 and $0, $0 and $2,292, respectively, of total income (losses) for the years ended March 30, 2010, 2009 and 2008. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to those investee partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. 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, and the reports of the other auditors, provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, 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, 2010 and 2009, and the results of its operations, changes in partners’ equity (deficit) and its cash flows for the years ended March 30, 2010, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/Reznick Group, P.C.

Sacramento, California

June 28, 2010

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

MARCH 30, 2010 AND 2009

	2010			2009

ASSETS

Cash and cash equivalents	$	292,804		$	1,008,523
Due from local partnership		401,940
Investment in mutual fund		2,866,056
Investment in local partnerships		954,550			1,081,160

	$	4,515,350		$	2,089,683

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses	$	93,332		$	431,687
Payable to general partner and affiliates		930,507			963,456

		1,023,839			1,395,143

Commitments and contingencies

Partners' equity (deficit)

General partner		(457,856	)		(485,826	)
Limited partners (55,746 units of limited partnership interest outstanding)		3,949,367			1,180,366

		3,491,511			694,540

	$	4,515,350		$	2,089,683

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS

YEARS ENDED MARCH 30, 2010, 2009 AND 2008

	2010			2009			2008

REVENUE

Interest	$	2,921		$	16,720		$	79,697
Other income from local partnerships		29,714			120,414			94,600

TOTAL REVENUE		32,635			137,134			174,297

EXPENSES

Administration fees - affiliate		196,410			218,264			223,213
Management fees - affiliate		196,410			218,264			223,213
Professional fees		100,150			105,553			105,063
State of New Jersey filing fee		52,905			47,420			72,211
Printing, postage and other		26,990			10,977			36,613

TOTAL EXPENSES		572,865			600,478			660,313

		(540,230	)		(463,344	)		(486,016	)

Equity in loss of investment in local partnerships		(327,068	)		(99,600	)		(243,859	)

Loss prior to gain on sale of limited partner interests/local partnership properties		(867,298	)		(562,944	)		(729,875	)

Gain on sale of limited partner interests/local partnership properties		3,664,269			8,000

NET INCOME (LOSS)		2,796,971			(554,944	)		(729,875	)

Other comprehensive income (loss), net					(3,268	)		4,394

COMPREHENSIVE INCOME LOSS	$	2,796,971		$	(558,212	)	$	(725,481	)

NET INCOME (LOSS) ATTRIBUTABLE TO

General partner	$	27,970		$	(5,549	)	$	(7,299	)
Limited partners		2,769,001			(549,395	)		(722,576	)

	$	2,796,971		$	(554,944	)	$	(729,875	)

NET INCOME (LOSS) per unit of limited partnership interest (55,746 units of limited partnership interest)	$	49.67		$	(9.86	)	$	(12.96	)

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

YEARS ENDED MARCH 30, 2010, 2009 AND 2008

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

Partners’ equity (deficit), March 30, 2007	$	(472,978	)	$	2,542,337		$	(1,126	)	$	1,978,233

Net loss		(7,299	)		(722,576	)					(729,875	)

Other comprehensive income, net								4,394			4,394

Partners’ equity (deficit), March 30, 2008		(480,277	)		1,729,761			3,268			1,252,752

Net loss		(5,549	)		(549,395	)					(554,944	)

Other comprehensive loss, net								(3,268	)		(3,268	)

Partners’ equity (deficit), March 30, 2009		(485,826	)		1,180,366			—			694,540

Net income		27,970			2,769,001						2,796,971

Partners’ equity (deficit), March 30, 2010	$	(457,856	)	$	3,949,367		$	—		$	3,491,511

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

YEARS ENDED MARCH 30, 2010, 2009 AND 2008

	2010			2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received	$	2,921		$	12,093		$	42,068
Cash paid for
Administration fees		(375,769	)		(162,604	)		(29,820	)
Management fees		(394,665	)		(276,731	)		(419,606	)
Professional fees		(107,893	)		(116,306	)		(118,877	)
State of New Jersey filing fee		(40,616	)		(84,697	)		(86,650	)
Printing, postage and other expenses		(25,226	)		(42,620	)		(8,018	)

Net cash used in operating activities		(941,248	)		(670,865	)		(620,903	)


CASH FLOWS FROM INVESTING ACTIVITIES

Investments in mutual fund		(2,867,755	)
Redemptions from mutual fund		1,699
Distributions received from local partnerships		29,714			120,414			94,600
Proceeds in connection with sale of limited partner interests/local partnership properties		3,262,329			8,000			40,000
Maturities/redemptions and sales of investments in bonds					844,000
Voluntary advances to local partnerships		(200,458	)					(72,321	)

Net cash provided by investing activities		225,529			972,414			62,279

Net increase (decrease) in cash and cash equivalents		(715,719	)		301,549			(558,624	)

Cash and cash equivalents at beginning of year		1,008,523			706,974			1,265,598

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	292,804		$	1,008,523		$	706,974


SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds, net				$	(3,268	)	$	4,394

Increase in due from local partnership	$	401,940

See reconciliation of net income (loss) to net cash used in operating activities on page 27.

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

YEARS ENDED MARCH 30, 2010, 2009 AND 2008

	2010			2009			2008

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

Net income (loss)	$	2,796,971		$	(554,944	)	$	(729,875	)

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

Equity in loss of investment in local partnerships		327,068			99,600			243,859
Gain on sale of limited partner interests/local partnership properties		(3,664,269	)		(8,000	)
Other income from local partnerships		(29,714	)		(120,414	)		(94,600	)
Accretion of zero coupon bonds					(4,627	)		(37,629	)
Increase (decrease) in accounts payable and accrued expenses		(338,355	)		(79,673	)		342
Decrease in payable to general partner and affiliates		(32,949	)		(2,807	)		(3,000	)

NET CASH USED IN OPERATING ACTIVITIES	$	(941,248	)	$	(670,865	)	$	(620,903	)

See Notes to Financial Statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

MARCH 30, 2010, 2009 AND 2008

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 (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") that qualified 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 partner equity interests (the "Local Partnership Interests") in partnerships (the "Local Partnership" or "Local Partnerships") that are the owners of the Properties. The Partnership invested in one Local Partnership whose Property also qualified for the historic rehabilitation tax credit in accordance with Section 47 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 the 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.

Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (the “Codification”). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). The Codification is intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership’s accounting policies. The adoption of the Codification did not have a material impact on the Partnership’s financial position or results of operations.

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 assesses the carrying value of its investment in local partnerships at least annually in the fourth quarter of its fiscal year or whenever there are indications that a permanent impairment may have occurred. If the carrying value of an investment in a Local Partnership exceeds the estimated value derived by management, the Partnership reduces its investment in any such Local Partnership (unless the impairment is considered to be temporary) and includes such reduction in equity in loss of investment in local partnerships. Impairment is measured by comparing the investment carrying amount to the estimated residual value of the investment.

The Partnership does not consolidate the accounts and activities of the Local Partnerships, which are considered Variable Interest Entities as defined by the Codification, because the Partnership is not considered the primary beneficiary. The Partnership's balance in investment in local partnerships represents the maximum exposure to loss in connection with such investments. The Partnership's exposure to loss on the Local Partnerships is mitigated by the condition and financial performance of the underlying Properties as well as the financial strength of the local general partners (the “Local General Partners”).

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

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

Advances and additional capital contributions (collectively the “Advances”) that are not required under the terms of the Local Partnerships’ partnership agreements but which are made to the Local Partnerships are recorded as investment in local partnerships. Certain 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.

Fair Value Measurement

ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC Topic 820 applies to other accounting pronouncements that require or permit fair value measurements. Accordingly, ASC Topic 820 does not require any new fair value measurements. ASC Topic 820 is effective for fiscal years beginning after November 15, 2007. The Partnership adopted ASC Topic 820 effective March 31, 2008. On February 6, 2008 FASB deferred the effective date of ASC Topic 820 by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The partial adoption of ASC Topic 820 for financial assets and liabilities did not have a material impact on the Partnership’s financial position, results of operations or cash flows. The Partnership adopted ASC Topic 820 as of March 31, 2008, with the exception of the application of this topic to nonrecurring nonfinancial assets and nonfinancial liabilities. Nonrecurring nonfinancial assets and liabilities for which the Partnership had not applied the provisions of ASC Topic 820 include investment in local partnerships, which is accounted for under the equity method of accounting. The Partnership’s full adoption of ASC Topic 820 as of March 31, 2009 did not have an impact on its financial statements.

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.

Investment in Mutual Fund

The Partnership carries its investment in mutual fund at estimated fair value. Capital gains (losses) are included in (offset against) interest revenue. Investment in mutual fund is classified as available-for-sale and unrealized gains or losses are included as items of comprehensive income (loss) and are reported as a separate component of owners' equity (deficit).

Investments in Bonds

Investments in bonds were classified as available-for-sale and represented investments that the Partnership intended to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell an investment was based on various factors, including significant movements in interest rates and liquidity needs. Investments in bonds were 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 were amortized (accreted) using the effective yield method over the life of the investment. Amortized premiums offset interest revenue, while the accretion of discounts and zero coupon bonds were included in interest revenue. Realized gain (loss) on redemptions or sales of investments in bonds were included in, or offset against, interest revenue on the basis of the adjusted cost of each specific investment redeemed or sold. All such investments had matured and/or been redeemed or sold as of March 30, 2009.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

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

Income Taxes

The Partnership is a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income and deductions are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. In accordance with ASC Topic 740; Subtopic 10, the Partnership has included in Note 8 disclosures related to differences in the financial and tax bases of accounting.

ASC Topic 740; Subtopic 10 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Because the Partnership is a pass-through entity and is not required to pay income taxes, ASC Topic 740; Subtopic 10 does not currently have any impact on its financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Recent Accounting Pronouncements

ASC Topic 825; Subtopic 10 permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. ASC Topic 825; Subtopic 10 is effective for fiscal years beginning after November 15, 2007. On March 31, 2008, the Partnership adopted ASC Topic 825; Subtopic 10 and elected not to apply the provisions to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of ASC Topic 825; Subtopic 10 had no effect on the Partnership’s financial statements.

ASC Topic 825; Subtopic 10 requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. ASC Topic 825; Subtopic 10 is effective for the Partnership as of June 30, 2009 and its adoption did not impact the Partnership’s financial condition or results of operations. The Partnership had no financial instruments during any interim reporting period during the year ended March 30, 2010.

In May 2009, FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general guidelines of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 29, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in the notes to the accompanying financial statements.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

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

ASC Topic 810; Subtopic 10 amends existing consolidation guidance for variable interest entities, requires ongoing reassessment to determine whether a variable interest entity must be consolidated, and requires additional disclosures regarding involvement with variable interest entities and any significant changes in risk exposure due to that involvement. ASC Topic 810; Subtopic 10 is effective for the Partnership’s fiscal year beginning March 31, 2010 and its adoption did not have an impact on the Partnership’s financial statements.

In January 2010, ASC Topic 820 was amended to increase disclosure requirements regarding recurring and nonrecurring fair value measurements. The Partnership adopted ASC Topic 820, as amended, for the period ending March 30, 2010, except for the disclosures about activity in Level 3 fair value measurements which is effective for the Partnership’s fiscal year beginning March 31, 2010. The initial adoption of ASC Topic 820 and the full implementation thereof did not have a material impact on the Partnership’s financial statements.

Reclassifications

Certain prior year Local Partnership amounts (see Note 6) have been reclassified to conform to the current year presentation.

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 the 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 General Partner contributed $100 to the Partnership.

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, 2010, the Partnership has $292,804 in cash and cash equivalents. Of such amount, $248,000 is held in accounts at two financial institutions in which the aggregate amount on deposit at each institution is insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). The entire amount is FDIC insured as of March 30, 2010. The remaining $44,804 is held in a financial institution in which such amount is invested in a portfolio of securities that are direct obligations of the U.S. Treasury and are backed by the full faith and credit of the United States of America.

4.	Investment in Mutual Fund

The Partnership carries its investment in mutual fund (the “Fund”) at estimated fair value. The Fund is a short duration bond fund organized as a non-diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, that seeks maximum current income consistent with liquidity and stability of principal. In selecting portfolio securities for the Fund, the investment advisor of the Fund (the “Advisor”) will select investments so that substantially all of the Fund’s assets will be rated “A” or better by a nationally recognized statistical rating organization (“NRSRO”) such as Moody’s Investor Services, Inc. (“Moody’s”) and/or by Standard & Poor’s Financial Services, LLC (“S&P”) or, if a rating is not available, deemed to be of comparable quality by the Advisor. It is anticipated that approximately 90% or more of the Fund’s assets (excluding floating rate or fixed to float securities issued by banking institutions having assets in excess of $200 billion) will be rated “AA” or better by an NRSRO or, if a rating is not available, deemed to be of comparable quality by the Advisor. The Fund is valued at $10 per share in the accompanying balance sheet as of March 30, 2010.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

4.	Investment in Mutual Fund (Continued)

The Advisor is an affiliate of the General Partner. For its services, the Advisor is entitled to receive an annual advisory fee of 0.50% of the average daily net assets of the Fund. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Fund expenses; however, the Advisor is not required to do so. The Advisor has waived 60% of its fee earned through March 30, 2010.

The Codification clarifies the principle that fair value should be based on the assumptions that market participants would use when pricing the asset or liability and establishes the following fair value hierarchy:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access;

Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable inputs for the asset or liability that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

For instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of the Partnership’s investment in mutual fund is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements. No other assets or liabilities of the Partnership are measured at fair value under the guidance on Fair Value Measurements as of March 30, 2010 and 2009.

5.	Investments in Bonds

The Partnership carried its investments in bonds as available-for-sale because such investments were used to facilitate and provide flexibility for the Partnership's obligations, including resolving circumstances that may have arisen in connection with the Local Partnerships. All such investments had matured and/or been redeemed or sold as of March 30, 2009.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships

As of March 30, 2010, the Partnership owns a Local Partnership Interest in the following Local Partnerships:

1.		1989 Westview Arms Limited Partnership (“Westview Arms”);
2.		Auburn Hills Apartments Limited Partnership;
3.		Auburn Hills Townhouses Limited Partnership;
4.		Batesville Family, L.P.;
5.		Browning Road Phase I, L.P.;
6.		Bruce Housing Associates, L.P.;
7.		Canton Partners, L.P.;
8.		Cityside Apartments, Phase II, L.P. (“Cityside”)*;
9.		Cleveland Square, Ltd.;
10.		Corrigan Square, Ltd.;
11.		De Queen Villas Limited Partnership;
12.		Eagle View, Ltd.;
13.		Eudora Manor Limited Partnership;
14.		Harborside Housing Limited Partnership (“Harborside”);
15.		Hill Com I Associates Limited Partnership;
16.		Hill Com II Associates Limited Partnership;
17.		Ivy Family, L.P.;
18.		Lakeside Housing Limited Partnership;
19.		Lawrence Road Properties, Ltd.;
20.		Lexington Estates Ltd., A Mississippi Limited Partnership;
21.		Littleton Avenue Community Village, L.P. (“Littleton”);
22.		Lula Courts Ltd., L.P.;
23.		Magee Elderly, L.P.;
24.		Mirador del Toa Limited Partnership;
25.		North Hills Farms Limited Partnership (“North Hills Farms”);
26.		Patton Place Limited Partnership;
27.		Plantersville Family, L.P.;
28.		Purvis Heights Properties, L.P.;
29.		Queen Lane Investors (“Queen Lane”);
30.		Renova Properties, L.P.;
31.		Santa Juanita Limited Dividend Partnership L.P. (“Santa Juanita”);
32.		Simpson County Family, L.P.;
33.		Summers Village Limited Partnership;
34.		Tchula Courts Apartments, L.P.;
35.		Trenton Heights Apartments, L.P.;
36.		Twin Pine Family, L.P.; and
37.		Village Creek Limited Partnership.

		*Affiliates of the General Partner are a general partner of and provide services to Cityside.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

Although the Partnership generally owns a 98.9% - 99% Local Partnership Interest in the Local Partnerships, the Partnership and American Tax Credit Properties L.P. ("ATCP"), a Delaware limited partnership whose general partner is affiliated with the General Partner, together, in the aggregate, own a 99% 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 another affiliate, together, in the aggregate, own a 99% 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
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 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, as of March 30, 2010 the Partnership is committed to make capital contributions in the aggregate amount of $48,460,126, which includes Advances made to certain Local Partnerships and all of which has been paid. As of December 31, 2009, the Local Partnerships have outstanding mortgage loans payable totaling approximately $51,595,000 and accrued interest payable on such loans totaling approximately $9,342,000, 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 $1,883,141, $2,519,920 and $2,027,551 for the years ended December 31, 2009, 2008 and 2007, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 6.

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 reduced its investment in Westview Arms by $113,559 for the year ended March 30, 2008. Such loss is included in equity in loss of investment in local partnerships in the accompanying statement of operations of the Partnership for the year ended March 30, 2008.

The differences between the Partnership’s investment in local partnerships as of March 30, 2010 and 2009 and the amounts reflected as the Partnership’s investment balance in the combined balance sheets of the Local Partnerships as of December 31, 2009 and 2008 herein Note 6 are as follows:

	2010			2009

Investment in local partnerships as of March 30 - Partnership	$	954,550		$	1,081,160
Carrying value adjustments (see Note 1)		5,265,014			5,265,014
Equity in income included herein Note 6 - Harborside		2,642,945
Distribution included herein Note 6 - Harborside		(3,215,499	)

Investment in local partnerships as of December 31 - Local Partnerships’ combined balance sheet	$	5,647,010		$	6,346,174

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

In September 2009, the Partnership sold its Local Partnership Interest in Nixa Heights Apartments, L.P. (“Nixa Heights”) to an affiliate of the Local General Partner of Nixa Heights for $10,000. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010. The Partnership’s investment balance in Nixa Heights, after cumulative equity losses, became zero during the year ended March 30, 2001.

In November 2009, Harborside sold its underlying Property, in connection with which the Partnership received $3,215,499 at the date of sale and an additional $401,940 subsequent to March 30, 2010. The total of $3,617,439 is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010 and $401,940 is reflected as due from local partnership in the accompanying balance sheet of the Partnership as of March 30, 2010. There may be additional proceeds after further resolution of Harborside’s accounts. In addition, the Local General Partner of Harborside established a $300,000 escrow pursuant to the Purchase and Sale Contract (the “Harborside Contract”) to protect against potential obligations of Harborside to the buyer. In accordance with the Harborside Contract, any remaining balance in such escrow will be distributed to the Partnership one year after the date of sale. Any additional proceeds received by the Partnership will be recognized as income when received. Harborside recognized a gain of $3,011,151, which amount is included in gain on sale of property in the accompanying combined statement of operations of the Local Partnerships for the year ended December 31, 2009 herein Note 6. The Partnership’s investment balance in Harborside, after cumulative equity losses, became zero during the year ended March 30, 2004.

In December 2009, Hughes Manor Limited Partnership (“Hughes Manor”) sold its underlying Property, in connection with which the Partnership received $36,830 and withdrew from Hughes Manor. Such amount is included in gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2010. Hughes Manor recognized a gain of $331,830, which amount is included in gain on sale of property in the accompanying combined statement of operations of the Local Partnerships for the year ended December 31, 2009 herein Note 6. The Partnership’s investment balance in Hughes Manor, after cumulative equity losses, became zero during the year ended March 30, 2002.

Ann Ell Apartments Associates, Ltd. (“Ann Ell”) sold its underlying Property in March 2010; the Partnership received no proceeds in connection with the sale. The Local General Partner of Ann Ell is in the process of dissolving Ann Ell. The Partnership made Advances to Ann Ell of $200,458 and $72,321 for the years ended March 30, 2010 and 2008, respectively, to fund operating deficits. Cumulative Advances as of March 30, 2010 and 2009 are $806,324 and $605,866, respectively. The Partnership’s investment balance in Ann Ell, after cumulative equity losses, became zero during the year ended March 30, 1994 and Advances made by the Partnership were recorded as investment in local partnerships and have been offset by additional equity in loss of investment in local partnerships.

The Local General Partner of Queen Lane represents that, as a result of a dispute between the local housing agency (the “Agency”) and the Local General Partner of Queen Lane regarding the adequacy of certain unit repairs mandated by the Agency, the Local General Partner of Queen Lane requested that the Agency cancel the Section 8 voucher contract in connection with the Property. As a result, the Property has been vacant since October 2007. Two of Queen Lane’s mortgages matured in 2007 but have not been repaid or formally extended, representing principal and accrued interest of approximately $2,015,000 as of June 2010. The Local General Partner of Queen Lane further represents that the lender has not issued a notice of default and that real estate taxes are in arrears approximately $19,000 as of June 2010. The Local General Partner of Queen Lane is attempting to refinance the mortgages and make the necessary repairs to the Property. The Partnership’s investment balance in Queen Lane, after cumulative equity losses, became zero during the year ended March 30, 2001.

The non-mandatory mortgages of Littleton matured in October 2006 but have not been repaid or formally extended. Unpaid principal and accrued interest as of June 2010 total approximately $8,356,000. The Local General Partner of Littleton represents that the City of Newark (the “City”) has issued a notice of default on its mortgage and that negotiations are ongoing in an effort to refinance the mortgages. The real estate tax abatement on the Property expired in June 2007; the City assessed the Property and has charged Littleton for real estate taxes. The Local General Partner of Littleton reports that real estate taxes are in arrears approximately $163,000 as of June 2010, which includes accrued interest of approximately $18,000, and that the City has sold certain of the tax liens to third parties. Littleton owes taxes and accrued interest totaling approximately $125,000 to such third parties. The Partnership’s investment balance in Littleton, after cumulative equity losses, became zero during the year ended March 30, 1999.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

The Pendleton (A Louisiana Partnership in Commendam) (“Pendleton”) sold its underlying Property in May 2008, in connection with which the Partnership received $8,000; such amount is reflected as gain on sale of limited partner interests/local partnership properties in the accompanying statement of operations of the Partnership for the year ended March 30, 2009. The Partnership subsequently withdrew from Pendleton. The Partnership’s investment balance in Pendleton, after cumulative equity losses, became zero during the year ended March 30, 2002.

The Property owned by Dermott Villas Limited Partnership (“Dermott”) was sold in October 2006, whereby the Partnership received $40,000 in May 2007. The Partnership withdrew from Dermott effective December 31, 2006. The Partnership’s investment balance in Dermott, after cumulative equity losses, became zero during the year ended March 30, 2000.

The combined balance sheets of the Local Partnerships as of December 31, 2009 and 2008 and the combined statements of operations of the Local Partnerships for the years ended December 31, 2009, 2008 and 2007 are reflected on pages 37 and 38, respectively.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

The combined balance sheets of the Local Partnerships as of December 31, 2009 and 2008 are as follows:

	2009			2008

ASSETS

Cash and cash equivalents	$	2,925,715		$	1,683,880
Rents receivable		448,662			491,244
Escrow deposits and reserves		4,357,951			5,418,396
Land		3,069,517			3,156,424
Buildings and improvements (net of accumulated depreciation of $72,097,212 and $73,576,746)		36,343,355			43,902,728
Intangible assets (net of accumulated amortization of $357,022 and $397,957)		330,382			436,191
Other assets		1,222,966			1,247,619

	$	48,698,548		$	56,336,482

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

Accounts payable and accrued expenses	$	1,954,519		$	3,500,178
Due to related parties		2,082,523			1,665,068
Mortgage loans		51,595,424			57,096,168
Notes payable		977,451			977,451
Accrued interest		9,341,790			8,894,263
Other liabilities		539,295			574,211

		66,491,002			72,707,339

Partners' equity (deficit)

American Tax Credit Properties II L.P.
Capital contributions, net of distributions		26,542,917			30,086,930
Cumulative loss		(20,895,907	)		(23,740,756	)

		5,647,010			6,346,174

General partners and other limited partners
Capital contributions, net of distributions		1,403,765			1,110,914
Cumulative loss		(24,843,229	)		(23,827,945	)

		(23,439,464	)		(22,717,031	)

		(17,792,454	)		(16,370,857	)

	$	48,698,548		$	56,336,482

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

The combined statements of operations of the Local Partnerships for the years ended December 31, 2009, 2008 and 2007 are as follows:

	2009			2008			2007

REVENUE

Rental	$	18,767,804		$	18,532,220		$	18,343,927
Interest and other		904,086			587,815			521,653

TOTAL REVENUE		19,671,890			19,120,035			18,865,580

EXPENSES

Administrative		4,790,373			3,984,517			3,928,246
Utilities		3,008,791			3,462,908			3,148,547
Operating and maintenance		5,042,543			4,636,082			4,354,638
Taxes and insurance		2,177,258			2,841,977			2,470,238
Financial		2,902,918			3,094,323			3,256,996
Depreciation and amortization		3,928,766			3,903,613			3,973,241

TOTAL EXPENSES		21,850,649			21,923,420			21,131,906

Loss from operations before gain on sale
of property		(2,178,759	)		(2,803,385	)		(2,266,326	)

Gain on sale of property		3,342,981			314,489			—

NET INCOME (LOSS)	$	1,164,222		$	(2,488,896	)	$	(2,266,326	)

NET LOSS ATTRIBUTABLE TO

American Tax Credit Properties II L.P.*	$	2,315,878		$	(79,084	)	$	(130,300	)
General partners and other limited partners (includes specially allocated items of revenue to certain general partners of $831,500, $274,166 and $90,249, and Partnership loss in excess of investment of $1,883,141, $2,519,920 and $2,027,551)		(1,151,656	)		(2,409,812	)		(2,136,026	)

	$	1,164,222		$	(2,488,896	)	$	(2,266,326	)

*The 2009 and 2008 amounts include an allocation of gain from certain Local Partnerships whose Properties were sold. Because the Partnership’s investment balance in such Local Partnerships was zero at the date of sale, the Partnership recognized any cash received in connection with such sales as income when received and recognized the loss allocation from operations, which losses for the years ended December 31, 2009 and 2008 were $327,068 and $99,600, respectively.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

Investment activity with respect to each Local Partnership for the year ended March 30, 2010 is as follows:

Name of Local Partnership	Investment in Local Partnership balance as of March 30, 2009		Investments (voluntary advances) during the year ended March 30, 2010		Partnership's equity in loss for the year ended March 30, 2010			Adjustment to carrying value during the year ended March 30, 2010		Cash distributions received during the year ended March 30, 2010 (3)		Investment in Local Partnership balance as of March 30, 2010
1989 Westview Arms Limited Partnership	$	—	$	—	$	—	(2)	$	—	$	—	$	—
Ann Ell Apartments Associates, Ltd.		—		200,458		(200,458	) (1)		—		—		—
Auburn Hills Apartments Limited Partnership		—		—		—	(2)		—		—		—
Auburn Hills Townhouses Limited Partnership		—		—		—	(2)		—		—		—
Batesville Family, L.P.		—		—		—	(2)		—		—		—
Browning Road Phase I, L.P.		—		—		—	(2)		—		—		—
Bruce Housing Associates, L.P.		—		—		—	(2)		—		—		—
Canton Partners, L.P.		—		—		—	(2)		—		—		—
Cityside Apartments, Phase II, L.P.		—		—		—	(2)		—		—		—
Cleveland Square, Ltd.		—		—		—	(2)		—		—		—
Corrigan Square, Ltd.		—		—		—	(2)		—		—		—
De Queen Villas Limited Partnership		—		—		—	(2)		—		—		—
Eagle View, Ltd.		—		—		—	(2)		—		—		—
Eudora Manor Limited Partnership		—		—		—	(2)		—		—		—
Harborside Housing Limited Partnership		—		—		—	(2)		—		—		—
Hill Com I Associates Limited Partnership		—		—		—	(2)		—		—		—
Hill Com II Associates Limited Partnership		—		—		—	(2)		—		—		—
Hughes Manor Limited Partnership		—		—		—	(2)		—		—		—
Ivy Family, L.P.		—		—		—	(2)		—		—		—
Lakeside Housing Limited Partnership		—		—		—	(2)		—		—		—
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.		—		—		—	(2)		—		—		—
Mirador del Toa Limited Partnership		—		—		—	(2)		—		—		—
Nixa Heights Apartments, L.P.		—		—		—	(2)		—		—		—
North Hills Farms Limited Partnership		1,081,160		—		(126,610	)		—		—		954,550
Patton Place Limited Partnership		—		—		—	(2)		—		—		—
Plantersville Family, L.P.		—		—		—	(2)		—		—		—
Purvis Heights Properties, L.P.		—		—		—	(2)		—		—		—
Queen Lane Investors		—		—		—	(2)		—		—		—
Renova Properties, L.P.		—		—		—	(2)		—		—		—
Santa Juanita Limited Dividend Partnership L.P.		—		—		—	(2)		—		—		—
Simpson County Family, L.P.		—		—		—	(2)		—		—		—
Summers Village Limited Partnership		—		—		—	(2)		—		—		—
Tchula Courts Apartments, L.P.		—		—		—	(2)		—		—		—
Trenton Heights Apartments, L.P.		—		—		—	(2)		—		—		—
Twin Pine Family, L.P.		—		—		—	(2)		—		—		—
Village Creek Limited Partnership		—		—		—	(2)		—		—		—
	$	1,081,160	$	200,458	$	(327,068	)	$	—	$	—	$	954,550

(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 total excludes $29,714 of distributions received classified as other income from local partnerships.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

Investment activity with respect to each Local Partnership for the year ended March 30, 2009 is as follows:

Name of Local Partnership	Investment in Local Partnership balance as of March 30, 2008		Investments (voluntary advances) during the year ended March 30, 2009		Partnership's equity in loss for the year ended March 30, 2009			Adjustment to carrying value during the year ended March 30, 2009		Cash distributions received during the year ended March 30, 2009 (3)		Investment in Local Partnership balance as of March 30, 2009
1989 Westview Arms Limited Partnership	$	—	$	—	$	—	(2)	$	—	$	—	$	—
Ann Ell Apartments Associates, Ltd.		—		—		—	(2)		—		—		—
Auburn Hills Apartments Limited Partnership		—		—		—	(2)		—		—		—
Auburn Hills Townhouses Limited Partnership		—		—		—	(2)		—		—		—
Batesville Family, L.P.		—		—		—	(2)		—		—		—
Browning Road Phase I, L.P.		—		—		—	(2)		—		—		—
Bruce Housing Associates, L.P.		—		—		—	(2)		—		—		—
Canton Partners, L.P.		—		—		—	(2)		—		—		—
Cityside Apartments, Phase II, L.P.		—		—		—	(2)		—		—		—
Cleveland Square, Ltd.		—		—		—	(2)		—		—		—
Corrigan Square, Ltd.		—		—		—	(2)		—		—		—
De Queen Villas Limited Partnership		—		—		—	(2)		—		—		—
Eagle View, Ltd.		—		—		—	(2)		—		—		—
Eudora Manor Limited Partnership		—		—		—	(2)		—		—		—
Harborside Housing Limited Partnership		—		—		—	(2)		—		—		—
Hill Com I Associates Limited Partnership		—		—		—	(2)		—		—		—
Hill Com II Associates Limited Partnership		—		—		—	(2)		—		—		—
Hughes Manor Limited Partnership		—		—		—	(2)		—		—		—
Ivy Family, L.P.		—		—		—	(2)		—		—		—
Lakeside Housing Limited Partnership		—		—		—	(2)		—		—		—
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.		—		—		—	(2)		—		—		—
Mirador del Toa Limited Partnership		—		—		—	(2)		—		—		—
Nixa Heights Apartments, L.P.		—		—		—	(2)		—		—		—
North Hills Farms Limited Partnership		1,180,760		—		(99,600	)		—		—		1,081,160
Patton Place Limited Partnership		—		—		—	(2)		—		—		—
Plantersville Family, L.P.		—		—		—	(2)		—		—		—
Purvis Heights Properties, L.P.		—		—		—	(2)		—		—		—
Queen Lane Investors		—		—		—	(2)		—		—		—
Renova Properties, L.P.		—		—		—	(2)		—		—		—
Santa Juanita Limited Dividend Partnership L.P.		—		—		—	(2)		—		—		—
Simpson County Family, L.P.		—		—		—	(2)		—		—		—
Summers Village Limited Partnership		—		—		—	(2)		—		—		—
Tchula Courts Apartments, L.P.		—		—		—	(2)		—		—		—
The Pendleton		—		—		—	(2)		—		—		—
Trenton Heights Apartments, L.P.		—		—		—	(2)		—		—		—
Twin Pine Family, L.P.		—		—		—	(2)		—		—		—
Village Creek Limited Partnership		—		—		—	(2)		—		—		—
	$	1,180,760	$	—	$	(99,600	)	$	—	$	—	$	1,081,160

(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 total excludes $120,414 of distributions received classified as other income from local partnerships.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

Property information for each Local Partnership as of December 31, 2009 is as follows:

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

1989 Westview Arms Limited Partnership	$	186,273	$	20,275	$	736,245	$	(384,745	)
Ann Ell Apartments Associates, Ltd.		1,650,482		199,645		2,838,576		(1,992,175	)
Auburn Hills Apartments Limited Partnership		763,257		48,245		1,015,254		(515,775	)
Auburn Hills Townhouses Limited Partnership		5,581,030		225,000		13,375,963		(9,778,129	)
Batesville Family, L.P.		1,388,997		52,000		1,902,733		(1,039,102	)
Browning Road Phase I, L.P.		744,989		43,000		1,204,303		(878,405	)
Bruce Housing Associates, L.P.		1,058,397		16,000		1,668,814		(1,029,811	)
Canton Partners, L.P.		1,401,341		35,000		1,956,608		(1,166,644	)
Cityside Apartments, Phase II, L.P.		5,665,616		87,117		14,272,771		(10,059,360	)
Cleveland Square, Ltd.		746,157		20,000		1,333,102		(954,426	)
Corrigan Square, Ltd.		1,287,686		63,358		2,022,611		(1,443,761	)
De Queen Villas Limited Partnership		1,264,241		37,000		1,819,500		(849,870	)
Eagle View, Ltd.		363,055		35,000		503,694		(256,985	)
Eudora Manor Limited Partnership		722,737		16,000		978,382		(498,392	)
Harborside Housing Limited Partnership		—		—		—		—
Hill Com I Associates Limited Partnership		1,165,986		119,502		3,066,975		(1,883,700	)
Hill Com II Associates Limited Partnership		938,031		112,110		2,440,713		(1,606,794	)
Ivy Family, L.P.		722,550		11,000		1,239,462		(762,642	)
Lakeside Housing Limited Partnership		5,973,795		50,000		11,938,171		(7,083,401	)
Lawrence Road Properties, Ltd.		729,334		50,000		988,256		(536,499	)
Lexington Estates Ltd.		676,435		30,750		919,090		(697,224	)
Littleton Avenue Community Village, L.P.		4,303,080		512,331		7,437,607		(5,253,064	)
Lula Courts Ltd., L.P.		673,254		19,600		923,626		(692,690	)
Magee Elderly, L.P.		569,580		30,000		789,911		(422,313	)
Mirador del Toa Limited Partnership		1,799,524		105,000		2,393,997		(1,791,380	)
North Hills Farms Limited Partnership		602,358		525,000		13,864,290		(10,421,661	)
Patton Place Limited Partnership		603,209		56,015		1,802,750		(889,436	)
Plantersville Family, L.P.		567,754		12,000		827,394		(560,483	)
Purvis Heights Properties, L.P.		1,103,621		47,000		1,616,972		(793,650	)
Queen Lane Investors		1,955,583		60,301		2,841,369		(1,729,552	)
Renova Properties, L.P.		613,258		22,700		902,051		(572,932	)
Santa Juanita Limited Dividend Partnership L.P.		1,364,786		228,718		2,494,614		(1,795,971	)
Simpson County Family, L.P.		785,137		24,700		1,135,880		(728,011	)
Summers Village Limited Partnership		777,453		71,000		969,818		(491,110	)
Tchula Courts Apartments, L.P.		703,484		10,000		977,707		(773,870	)
Trenton Heights Apartments, L.P.		421,088		29,200		812,015		(378,919	)
Twin Pine Family, L.P.		555,455		7,000		957,645		(596,676	)
Village Creek Limited Partnership		1,166,411		37,950		1,471,698		(787,654	)
	$	51,595,424	$	3,069,517	$	108,440,567	$	(72,097,212	)

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

Property information for each Local Partnership as of December 31, 2008 is as follows:

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

1989 Westview Arms Limited Partnership	$	226,977	$	20,275	$	736,245	$	(367,169	)
Ann Ell Apartments Associates, Ltd.		1,721,006		199,645		2,838,576		(1,889,244	)
Auburn Hills Apartments Limited Partnership		768,055		48,245		1,015,254		(491,089	)
Auburn Hills Townhouses Limited Partnership		5,731,567		225,000		13,242,924		(9,264,238	)
Batesville Family, L.P.		1,396,285		52,000		1,892,764		(989,635	)
Browning Road Phase I, L.P.		759,581		43,000		1,187,140		(822,903	)
Bruce Housing Associates, L.P.		1,064,826		16,000		1,643,636		(972,130	)
Canton Partners, L.P.		1,408,754		35,000		1,939,341		(1,120,130	)
Cityside Apartments, Phase II, L.P.		5,934,130		87,117		14,245,807		(9,541,293	)
Cleveland Square, Ltd.		759,311		20,000		1,311,085		(894,708	)
Corrigan Square, Ltd.		1,309,835		63,358		2,013,700		(1,358,871	)
De Queen Villas Limited Partnership		1,279,366		37,000		1,798,017		(802,188	)
Eagle View, Ltd.		369,851		35,000		503,694		(244,401	)
Eudora Manor Limited Partnership		726,844		16,000		967,206		(471,063	)
Harborside Housing Limited Partnership		2,106,285		39,400		6,791,590		(3,729,716	)
Hill Com I Associates Limited Partnership		1,165,986		119,502		3,001,403		(1,735,524	)
Hill Com II Associates Limited Partnership		938,031		112,110		2,411,476		(1,508,205	)
Hughes Manor Limited Partnership		1,075,644		16,007		1,422,747		(687,680	)
Ivy Family, L.P.		731,946		11,000		1,238,287		(718,876	)
Lakeside Housing Limited Partnership		6,229,526		50,000		11,938,171		(6,792,283	)
Lawrence Road Properties, Ltd.		733,946		50,000		982,221		(510,645	)
Lexington Estates Ltd.		680,940		30,750		916,644		(660,964	)
Littleton Avenue Community Village, L.P.		4,303,080		512,331		7,437,607		(4,974,760	)
Lula Courts Ltd., L.P.		677,212		19,600		922,673		(658,127	)
Magee Elderly, L.P.		572,916		30,000		788,113		(401,724	)
Mirador del Toa Limited Partnership		1,811,472		105,000		2,393,997		(1,687,038	)
Nixa Heights Apartments, L.P.		966,495		31,500		1,441,157		(662,255	)
North Hills Farms Limited Partnership		963,478		525,000		13,719,447		(9,956,652	)
Patton Place Limited Partnership		640,227		56,015		1,797,667		(843,398	)
Plantersville Family, L.P.		571,780		12,000		824,611		(532,059	)
Purvis Heights Properties, L.P.		1,110,322		47,000		1,602,756		(757,323	)
Queen Lane Investors		1,884,424		60,301		2,841,369		(1,729,552	)
Renova Properties, L.P.		616,613		22,700		902,051		(548,345	)
Santa Juanita Limited Dividend Partnership L.P.		1,420,421		228,718		2,490,949		(1,693,825	)
Simpson County Family, L.P.		788,960		24,700		1,135,880		(689,723	)
Summers Village Limited Partnership		781,972		71,000		969,818		(467,718	)
Tchula Courts Apartments, L.P.		708,373		10,000		974,418		(739,736	)
Trenton Heights Apartments, L.P.		423,804		29,200		780,070		(349,636	)
Twin Pine Family, L.P.		562,635		7,000		947,265		(560,751	)
Village Creek Limited Partnership		1,173,292		37,950		1,471,698		(751,169	)
	$	57,096,168	$	3,156,424	$	117,479,474	$	(73,576,746	)

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

6.	Investment in Local Partnerships (Continued)

The summary of property activity during the year ended December 31, 2009 is as follows:

	Balance as of December 31, 2008			Net change during the year ended December 31, 2009			Balance as of December 31, 2009

Land	$	3,156,424		$	(86,907	)	$	3,069,517
Buildings and improvements		117,479,474			(9,038,907	)		108,440,567
		120,635,898			(9,125,814	)		111,510,084
Accumulated depreciation		(73,576,746	)		(1,479,534	)		(72,097,212	)
	$	47,059,152		$	(7,646,280	)	$	39,412,872

The Partnership’s investment in North Hills Farms represents more than 20% of the Partnership’s total assets as of March 30, 2010 and 2009. The following financial information represents certain balance sheet and operating statement data of North Hills Farms as of and for the years ended December 31, 2009 and 2008:

	2009			2008

Total assets	$	5,139,897		$	4,988,241

Total liabilities	$	4,122,772		$	1,755,995

Revenue	$	2,918,985		$	2,612,541

Net income (loss)	$	(127,889	)	$	(100,606	)

7.	Transactions with General Partner and Affiliates

Pursuant to the Partnership Agreement, the Partnership incurs an annual management fee (the “Management Fee”) and an annual additional management fee (the “Additional Management Fee”) payable to the General Partner for its services in connection with the management of the affairs of the Partnership. 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 (the "Invested Assets"). The Partnership incurred a Management Fee of $137,487, $152,785 and $156,249 for the years ended March 30, 2010, 2009 and 2008, respectively. The annual Additional Management Fee is equal to .06% of Invested Assets. The Partnership incurred an Additional Management Fee of $58,923, $65,479 and $66,964 for the years ended March 30, 2010, 2009 and 2008, respectively. Such amounts are aggregated and reflected under the caption management fees - affiliate in the accompanying statements of operations. Unpaid Management Fees and Additional Management fees in the cumulative amount of $331,168 and $529,423 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, 2010 and 2009, respectively.

In addition, pursuant to the Partnership Agreement, the Partnership is authorized to contract for administrative services provided to the Partnership. From the inception of the Partnership through November 23, 1999, such administrative services were 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 continuing through April 30, 2000. The General Partner 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 incurs an annual administration fee (the “Administration Fee”) and an annual additional administration fee (the “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 $137,487, $152,785 and $156,249 for the years ended March 30, 2010, 2009 and 2008, respectively. 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 $58,923, $65,479 and $66,964 for the years ended March 30, 2010, 2009 and 2008, respectively. Such amounts are aggregated and reflected under the caption administration fees - affiliate in the accompanying statements of operations. Unpaid Administration Fees and Additional Administration Fees due to MLFA in the cumulative amount of $344,665 are included in accounts payable and accrued expenses in the accompanying balance sheet as of March 30, 2009; such amount was paid during the year ended March 30, 2010. Unpaid Administration Fees and Additional Administration Fees due to an affiliate of the General Partner in the cumulative amount of $599,339 and $434,033 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, 2010 and 2009, respectively.

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

7.	Transactions with General Partner and Affiliates (Continued)

The amount reflected above as due to MLFA as of March 30, 2009 and certain amounts due to the General Partner and affiliates as of March 30, 2009 were payable pursuant to the terms of an agreement between the Partnership, the General Partner and MLFA (the “Deferred Fee Agreement”). Such amounts were payable to the extent proceeds from the sales of limited partner interests/local partnership properties became available, as described in the Deferred Fee Agreement. Such terms were met during the year ended March 30, 2010.

For the years ended December 31, 2009, 2008 and 2007, Ann Ell and Cityside paid and/or incurred the following amounts to affiliates of the General Partner in connection with services provided to such Local Partnerships:

	2009				2008				2007
	Paid		Incurred		Paid		Incurred		Paid		Incurred

Property management fees	$	89,389	$	99,840	$	104,528	$	102,265	$	102,114	$	101,641

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

8.	Taxable Loss

A reconciliation of the financial statement net income (loss) of the Partnership for the years ended March 30, 2010, 2009 and 2008 to the tax return income (loss) for the years ended December 31, 2009, 2008 and 2007 is as follows:

	2010			2009			2008

Financial statement net income (loss) for the years ended March 30, 2010, 2009 and 2008	$	2,796,971		$	(554,944	)	$	(729,875	)

Add (less) net transactions occurring between
January 1, 2007 to March 30, 2007		—			—			(104,750	)
January 1, 2008 to March 30, 2008		—			(173,509	)		173,509
January 1, 2009 to March 30, 2009		(168,260	)		168,260			—
January 1, 2010 to March 30, 2010		(268,093	)		—			—

Adjusted financial statement net income (loss) for the years ended December 31, 2009, 2008 and 2007		2,360,618			(560,193	)		(661,116	)

Adjustment to management and administration fees pursuant to Internal Revenue Code Section 267		(433,916	)		407,922			(3,000	)

Differences arising from gain on disposal of limited partner interests/local partnership properties		1,673,027			702,136			155,051

Differences arising from equity in loss of investment in local partnerships		(1,737,104	)		(2,929,137	)		(2,057,638	)

Nondeductible flow through expenses		83			43			—

Other income from local partnerships		(37,407	)		(112,721	)		(89,600	)

Other differences		(543	)		7,920			—

Tax return income (loss) for the years ended December 31, 2009, 2008 and 2007	$	1,824,758		$	(2,484,030	)	$	(2,656,303	)

The differences between the investment in local partnerships for tax and financial reporting purposes as of December 31, 2009 and 2008 are as follows:

	2009			2008

Investment in local partnerships - financial reporting	$	954,550		$	1,081,160
Investment in local partnerships - tax		(17,782,621	)		(17,400,519	)

	$	18,737,171		$	18,481,679

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

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2010, 2009 AND 2008

9.	Fair Value of Financial Instruments

The estimated fair value amounts have been determined using available market information, assumptions, estimates and valuation methodologies.

Investment in Mutual Fund

The investment in mutual fund is carried at estimated fair value.

Cash and Cash Equivalents

The carrying amount approximates fair value.

Item 9.

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

None.

Item 9A.

Controls and Procedures.

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed by Registrant in reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms. Registrant periodically reviews the design and effectiveness of its disclosure controls and procedures, including compliance with various laws and regulations that apply to its operations. Registrant makes modifications to improve the design and effectiveness of its disclosure controls and procedures, and may take other corrective action, if its reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, Registrant recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Registrant has carried out an evaluation, under the supervision and the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the year ended March 30, 2010. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits concluded that Registrant’s disclosure controls and procedures were effective as of March 30, 2010.

Item 9A(T).

Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Registrant is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer of Richman Tax Credits, Registrant conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, management has concluded that Registrant’s internal control over financial reporting was effective as of March 30, 2010.

This Annual Report does not include an attestation report of Registrant’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Registrant’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit Registrant to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There were no changes in Registrant’s internal control over financial reporting during the three months ended March 30, 2010 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

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 director of Richman Tax Credits are:

Name	Served in present capacity since (1)	Position held

Richard Paul Richman	October 26, 1988	Director
David A. Salzman	February 1, 2001	President
James Hussey	January 20, 2009	Vice President and Treasurer
Gina K. Dodge	October 26, 1988	Secretary
Charles L. Krafnick	February 1, 2001	Assistant Treasurer

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

Richard Paul Richman, age 62, is the sole Director of Richman Tax Credits. Mr. Richman is the Chairman and a 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., the 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., the 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 the 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.

David A. Salzman, age 49, is the President of Richman Tax Credits and is a stockholder and the President of Richman Group. Mr. Salzman has been employed by Richman Group or an affiliate since 1986 and is responsible for the acquisition of residential real estate for syndication for Richman Group.

James Hussey, age 49, is a Vice President and the Treasurer of Richman Tax Credits. Mr. Hussey, the Treasurer of Richman Group, is engaged primarily in the finance operations of Richman Group. In addition, Mr. Hussey is a Vice President and the Treasurer of Richman Asset Management, Inc. (“RAM”), an affiliate of Richman Tax Credits. Mr. Hussey’s is engaged primarily in the partnership management and finance operations of RAM. Prior to joining RAM, Mr. Hussey, a Certified Public Accountant, was the Chief Financial Officer of WCI Communities Inc. NE Region and Spectrum Communities, LLC. From 1989 to 1998, Mr. Hussey held various positions with Center Development Corp, a developer of affordable housing in the New York metropolitan area.

Gina K. Dodge, age 54, is the Secretary of Richman Tax Credits and a Vice President and the Secretary of Richman Group. Ms. Dodge has been employed by Richman Group or an affiliate since 1988 and, as the Director of Investor Services, is responsible for communications with investors.

Charles L. Krafnick, age 48, is the Assistant Treasurer of Richman Tax Credits and is the Assistant Treasurer of Richman Group. Mr. Krafnick has been employed by Richman Group or an affiliate since 1994 and is engaged primarily in the finance operations of Richman Group. In addition, Mr. Krafnick is the Assistant Treasurer of RAM. Mr. Krafnick's responsibilities in connection with RAM include various finance and partnership management functions.

Registrant is not aware of any family relationship between the director and executive officers listed in this Item 10.

Registrant is not aware of the involvement in certain legal proceedings with respect to the director and executive officers listed in this Item 10.

Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant (the “Audit Committee”). Each of Mr. Richman, Mr. Hussey and Mr. Krafnick meets the qualifications of an audit committee financial expert. Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under the Nasdaq Stock Market independence standards; however Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee.

Item 10.

Directors, Executive Officers and Corporate Governance (Continued).

The Board of Director of Richman Tax Credits has adopted a code of ethics for senior financial officers of Registrant, applicable to Registrant's principal executive officer, principal financial officer and comptroller or principal accounting officer, or persons performing similar functions. Registrant will provide to any person without charge a copy of such code of ethics upon written request to the General Partner at 340 Pemberwick Road, Greenwich, Connecticut 06831, Attention: Secretary.

Item 11.

Executive Compensation.

Registrant has no officers or directors. Registrant does not pay or accrue any fees, salaries or other forms of compensation to the officers or director of Richman Tax Credits and did not pay any such compensation during the year ended March 30, 2010 or during the prior two fiscal years. During the year ended March 30, 2010 and during the prior two fiscal years, Richman Tax Credits did not pay any compensation to any of its officers or its director. The director and certain officers of Richman Tax Credits receive compensation from certain affiliates of Richman Tax Credits for services performed for various affiliated entities which may include services performed for Registrant.

Under the terms of the Partnership Agreement, Registrant has entered into certain arrangements with the General Partner and certain of its affiliates which provide for compensation to be paid to the General Partner and certain of its affiliates. See Note 7 to the audited financial statements included in Item 8 - “Financial Statements and Supplementary Data” of this Annual Report.

Tabular information concerning salaries, bonuses and other types of compensation payable to executive officers has not been included in this Annual Report. As noted above, Registrant has no executive officers. The levels of compensation payable to the General Partner and/or its affiliates is limited by the terms of the Partnership Agreement and may not be increased therefrom on a discretionary basis.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Prizm Investments and certain affiliates thereof, having the mailing address P.O. Box 47638, Phoenix, Arizona 85068, are the owners of 5,282 Units, representing approximately 9.5% of all such Units. As of approximately June 15, 2010, no person or entity, other than Prizm Investments and certain affiliates thereof, was known by Registrant to be the beneficial owner of more than five percent of the Units.

Neither the General Partner, Richman Tax Credits nor the director or any officer of Richman Tax Credits own any Units. Richman Tax Credits is wholly-owned by Richard Paul Richman.

Item 13.

Certain Relationships and Related Transactions and Director Independence.

Transactions with Related Persons

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 Note 7 to the audited financial statements included in Item 8 - “Financial Statements and Supplementary Data” herein. Such fees will continue to be incurred by Registrant during the fiscal year ending March 30, 2011.

Review, Approval or Ratification of Transactions with Related Parties

Pursuant to the terms of the Partnership Agreement, Registrant has specific rights and limitations in conducting business with the General Partner and affiliates. To date, Registrant has followed such provisions of the Partnership Agreement. Registrant's unwritten policies for transacting business with related parties are to first refer to the Partnership Agreement in connection with conducting such business or making payments and then, if circumstances arise for which a new related party transaction is contemplated, present the proposed transaction to certain officers of Richman Tax Credits for review and approval. If any matter in connection with such transaction might be unclear under the terms of the Partnership Agreement, such matter is presented to general or outside counsel for review prior to any such transaction being entered into by Registrant.

Indebtedness of Management

No officer or director of Richman Tax Credits or any affiliate of the foregoing was indebted to Registrant at any time during the years ended March 30, 2010 and 2009.

Item 13.

Certain Relationships and Related Transactions and Director Independence (Continued).

Corporate Governance

As discussed elsewhere in this annual report, Registrant does not have any directors, although as noted above Mr. Richman, Mr. Hussey and Mr. Krafnick serve on a committee that performs the functions of an audit committee on behalf of Registrant. Under Nasdaq Stock Market independence standards, Mr. Richman, Mr. Hussey and Mr. Krafnick would not be considered independent as they serve as officers of Richman Tax Credits. Although Mr. Richman, Mr. Hussey and Mr. Krafnick are not independent under Nasdaq rules, Registrant believes that each exercises his judgment in the best interest of Registrant with respect to matters that would ordinarily be passed upon by an audit committee. Registrant is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent, and Registrant is not required to have an audit committee which consists of independent directors and meets the other requirements of the Securities Exchange Act of 1934 and the rules promulgated thereunder.

Item 14.

Principal Accountant Fees and Services.

Registrant’s independent registered public accounting firm billed Registrant the following fees for professional services rendered in the years ended March 30, 2010 and 2009:

	2010		2009

Audit Fees	$	47,250	$	52,500
Audit-Related Fees		—		—
Tax Fees	$	15,750	$	17,500
All Other Fees		—		—

Audit fees consist of fees for the annual audit and review of Registrant’s financial statements and assistance with and review of documents filed with the SEC. Tax fees generally represent fees for annual tax return preparation. There were no other accounting fees incurred by Registrant in fiscal 2010 and 2009.

The Audit Committee has adopted a set of pre-approval policies and procedures under which, pursuant to the requirements of the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services to be performed by the independent registered public accounting firm require pre-approval by the Audit Committee.

The Audit Committee approved all fiscal 2010 and 2009 principal accountant fees and services.

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a)

Financial Statements, Financial Statement Schedules and Exhibits

(1)

Financial Statements

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

(2)

Financial Statement Schedules

(3)

Exhibits

		Incorporated by
	Exhibit	Reference to

4.1	Amended and Restated Agreement of Limited Partnership of Registrant	Exhibit A to Registrant’s Prospectus filed May 16, 1989 (File No. 33-25337)

10.01	1989 Westview Arms Limited Partnership	Exhibit 10.8 to Form 10-Q
	Amended and Restated Certificate and	Report for the period ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the year ended 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 for the year ended 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 for the period ended December 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

		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 for the period ended 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 for the period ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended September 29, 1989
	Restated Agreement and Certificate	(File No. 33-25337)
	of Limited Partnership

		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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the year ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the period ended September 29, 1990
	Harborside Housing Limited Partnership	(File No. 0-18405)

		Incorporated by
	Exhibit	Reference to

10.36	Hill Com I Associates Limited	Exhibit 10.9 to Form 10-Q
	Partnership Amended and Restated	Report for the period ended 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 for the year ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the year ended 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 for the period ended December 30, 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended December 30, 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 for the period ended 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 for the year ended March 30, 1990
	Agreement of Limited Partnership	(File No. 0-18405)

		Incorporated by
	Exhibit	Reference to

10.49	Littleton Avenue Community	Exhibit 10.3 to Form 10-Q
	Village, L.P. Amended and	Report for the period ended 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 for the year ended 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 for the period ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the year ended March 30, 1990
	Limited Partnership	(File No. 0-18405)

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

		Incorporated by
	Exhibit	Reference to

10.62	Amendment No. 1 to the Purvis Heights	Exhibit 10.61 to Form 10-K
	Properties, L.P. Amended and Restated	Report for the year ended 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 for the period ended December 30, 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 for the period ended 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 for the year ended 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 for the period ended December 30, 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 for the period ended 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 for the period ended 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 for the year ended 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 for the period ended 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 for the period ended 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 for the period ended December 30, 1989
	Limited Partnership	(File No. 33-25337)

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

		Incorporated by
	Exhibit	Reference to

10.74	Tchula Courts Apartments, L.P.	Exhibit 10.33 to Form 10-K
	Amended and Restated Agreement and	Report for the year ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the period ended 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 for the year ended 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 for the year ended 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 for the period ended December 30, 1993
		(File No. 0-18405)

*31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

*31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

*32.1	Section 1350 Certification of Chief Executive Officer.

		Incorporated by
	Exhibit	Reference to

*32.2	Section 1350 Certification of Chief Financial Officer.

99.1	Pages 14 through 33 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.1 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

99.2	Pages 47 through 70 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.2 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

99.3	Pages 86 through 88 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.3 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

99.4	Supplement No. 1 dated July 25, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.4 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

99.5	Supplement No. 2 dated September 18, 1989 of Prospectus dated May 10, 1989 filed pursuant to Rule 424(b)(3) under the Securities Act of 1933	Exhibit 99.5 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

99.6	Independent Auditors’ Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2004 and 2003	Exhibit 99.4 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.7	Independent Auditor’s Report of Auburn Hills Townhouses Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.5 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.8	Independent Auditor’s Report of Bruce Housing Associates, LTD as of and for the years ended December 31, 2004 and 2003	Exhibit 99.6 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.9	Report of Independent Registered Public Accounting Firm of Carrington L.D.H.A. Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.7 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.10	Independent Auditors’ Report of College Avenue Apartments Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.8 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.11	Independent Auditor’s Report of North Hill Farms Limited Partnership as of and for the year ended December 31, 2004	Exhibit 99.9 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.12	Independent Auditors’ Report of Purvis Heights Properties, L.P. as of and for the years ended December 31, 2004 and 2003	Exhibit 99.10 to Form 10-K Report for the year ended March 30, 2005 (File No. 0-18405)

99.13	Independent Auditors’ Report of 1989 Westview Arms Limited Partnership as of and for the years ended December 31, 2005 and 2004	Exhibit 99.11 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-18405)

		Incorporated by
	Exhibit	Reference to

99.14	Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2005	Exhibit 99.12 to Form 10-K Report for the year ended March 30, 2006 (File No. 0-18405)

99.15	Audited Financial Statements of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.13 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)

99.16	Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.14 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)

99.17	Audited Financial Statements of Patton Place Limited Partnership as of and for the year ended December 31, 2006	Exhibit 99.15 to Form 10-K Report for the year ended March 30, 2007 (File No. 0-18405)

99.18	Report of Independent Registered Public Accounting Firm of North Hill Farms Limited Partnership as of and for the year ended December 31, 2007	Exhibit 99.16 to Form 10-K Report for the year ended March 30, 2008 (File No. 0-18405)

99.19	Deferred Fee Agreement between Registrant, the General Partner and ML Fund Administrators Inc.	Exhibit 99.19 to Form 10-K Report for the year ended March 30, 2009 (File No. 0-18405)

*Filed herewith.

(b)

Exhibits

See (a)(3) above.

(c)

Financial Statement Schedules

See (a)(2) above.

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, 2010	/s/David Salzman
	David Salzman
	Chief Executive Officer


Dated: June 28, 2010	/s/James Hussey
	James Hussey
	Chief Financial Officer

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/David Salzman	Chief Executive Officer of the general	June 28, 2010
(David Salzman)	partner of the General Partner

/s/James Hussey	Chief Financial Officer of the general	June 28, 2010
(James Hussey)	partner of the General Partner

/s/Richard Paul Richman	Director of the general partner of the	June 28, 2010
(Richard Paul Richman)	General Partner

Attached files

AMERICAN TAX CREDIT PROPERTIES II L P Reports

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