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

                                    FORM 10-Q

(Mark One)
[ X ] QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
 ---  EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2001
                               -------------

                                       OR

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

For the transition period from                   to ___________
                               -----------------

                         Commission file number: 0-18405

                     American Tax Credit Properties II L.P.
          -----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

Richman Tax Credit Properties II L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut                                                06830
- ----------------------------------------                           -----------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:  (203) 869-0900
                                                     --------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes   X    No     .
    -----    -----


                                       1




                     AMERICAN TAX CREDIT PROPERTIES II L.P.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


Table of Contents                                                       Page
- -----------------                                                       ----

Balance Sheets............................................................3

Statements of Operations..................................................4

Statements of Cash Flows..................................................5

Notes to Financial Statements.............................................7


                                       2


                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                      June 29,     March 30,
                                             Notes      2001         2001
                                             -----      ----         ----
ASSETS

Cash and cash equivalents                           $  148,070    $   81,216
Investments in bonds                          2      3,112,272     3,155,194
Investment in local partnerships              3      8,301,385     9,037,289
Interest receivable                                     48,520        45,050
                                                   -----------   -----------
                                                   $11,610,247   $12,318,749
                                                   ===========   ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses               $723,868      $734,858
  Payable to general partner and affiliates            947,352       855,501
  Other                                                 34,600        34,600
                                                   -----------    ----------
                                                     1,705,820     1,624,959
                                                   -----------   -----------

Commitments and contingencies                 3


Partners' equity (deficit)

  General partner                                     (393,586)     (386,180)
  Limited partners (55,746 units of
   limited partnership interest
   outstanding)                                     10,312,092    11,045,331
  Accumulated other comprehensive income      2        (14,079)       34,639
   (loss), net
                                                   -----------   -----------
                                                     9,904,427    10,693,790
                                                   -----------   -----------
                                                   $11,610,247   $12,318,749
                                                   ===========   ===========

                       See Notes to Financial Statements.


                                       3


                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)

                                            Notes    2001         2000
                                            -----    ----         ----
REVENUE

Interest                                          $  53,717    $  61,439
Other income from local partnerships                 22,984        1,812
                                                 ----------   ----------
TOTAL REVENUE                                        76,701       63,251
                                                 ----------   ----------

EXPENSES

Administration fees                                  74,823       74,823
Management fees                                      74,823       74,823
Professional fees                                    15,975       24,121
Printing, postage and other                           9,212        7,424

TOTAL EXPENSES                                      174,833      181,191
                                                 ----------   ----------
Loss from operations                                (98,132)    (117,940)

Equity in loss of investment in local         3    (642,513)    (346,845)
  partnerships                                   ----------   ----------

NET LOSS                                           (740,645)    (464,785)

Other comprehensive income (loss)             2     (48,718)       5,871
                                                 ----------   ----------

COMPREHENSIVE LOSS                               $ (789,363)  $ (458,914)
                                                 ==========   ==========

NET LOSS ATTRIBUTABLE TO

  General partner                                $   (7,406)  $   (4,648)
  Limited partners                                 (733,239)    (460,137)
                                                 ----------   ----------

                                                 $ (740,645)  $ (464,785)
                                                 ==========   ==========

NET LOSS per unit of limited partnership
  interest (55,746 units of limited
  partnership interest)                          $   (13.15)  $    (8.25)
                                                 ==========   ==========


                       See Notes to Financial Statements.


                                       4



                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)

                                                       2001         2000
                                                       ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                   $ 42,034     $ 60,874
Cash paid for
   administration fees                                (5,416)      (8,120)
   management fees                                   (52,379)     (52,379)
   professional fees                                 (22,343)     (10,365)
   printing, postage and other expenses              (13,834)     (11,633)
                                                    --------     --------

Net cash used in operating activities                (51,938)     (21,623)
                                                    --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in local partnerships                     (96,635)
Cash distributions from local partnerships           213,010       44,667
Maturities/redemption of bonds                         2,417      106,441
                                                    --------     --------

Net cash provided by investing activities            118,792      151,108
                                                    --------     --------

Net increase in cash and cash equivalents             66,854      129,485

Cash and cash equivalents at beginning of period      81,216      641,463
                                                    --------     --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD          $148,070     $770,948
                                                    ========     ========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain (loss) on investments in bonds,
net                                                 $(48,718)    $  5,871
                                                    ========     ========

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

See reconciliation of net loss to net cash used in operating  activities on page
6.


                       See Notes to Financial Statements.


                                       5



                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                    THREE MONTHS ENDED JUNE 29, 2001 AND 2000
                                   (UNAUDITED)

                                                            2001        2000
                                                            ----        ----
RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES

Net loss                                                  $(740,645)  $(464,785)

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

  Equity in loss of investment in local partnerships        642,513     346,845
  Distributions from local partnerships classified as       (22,984)     (1,812)
  other income
  Loss on redemption of bonds                                             9,960
  Amortization of net premium on investments in bonds         1,531       1,646
  Accretion of zero coupon bonds                             (9,744)     (9,744)
  Increase in interest receivable                            (3,470)     (2,432)
  Increase in payable to general partner                     91,851      88,945
  Increase (decrease) in accounts payable and accrued       (10,990)      9,754
  expenses                                                 --------    --------

NET CASH USED IN OPERATING ACTIVITIES                      $(51,938)   $(21,623)
                                                           ========    ========


                       See Notes to Financial Statements.


                                       6



                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 2001
                                   (UNAUDITED)


1. Basis of Presentation

   The accompanying unaudited financial statements have been prepared in
   accordance with generally accepted accounting principles for interim
   financial information. They do not include all information and footnotes
   required by generally accepted accounting principles for complete financial
   statements. The results of operations are impacted significantly by the
   combined results of operations of the Local Partnerships, which are provided
   by the Local Partnerships on an unaudited basis during interim periods.
   Accordingly, the accompanying financial statements are dependent on such
   unaudited information. In the opinion of the General Partner, the financial
   statements include all adjustments necessary to present fairly the financial
   position as of June 29, 2001 and the results of operations and cash flows for
   the interim periods presented. All adjustments are of a normal recurring
   nature. The results of operations for the three months ended June 29, 2001
   are not necessarily indicative of the results that may be expected for the
   entire year.

   Certain prior period Local Partnership balances in Note 3 have been
   reclassified to conform to the current period classification.


2.    Investments in Bonds

   As of June 29, 2001 certain information concerning investments in bonds is as
   follows:




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

                                                           
   Corporate debt securities
     Within one year             $  186,250   $   1,106   $     --     $  187,356
     After one year through       2,311,042      53,017      (69,543)   2,294,516
     five years                  ----------   ---------   ----------   ----------

                                  2,497,292      54,123      (69,543)   2,481,872
                                 ----------   ---------   ----------   ----------
   U.S. Treasury debt securities
     After five years through       610,134         656           --      610,790
     ten years                   ----------   ---------   ----------   ----------

   U.S. government and agency
   securities
     After one year through          18,925         685           --       19,610
     five years                  ----------   ---------   ----------   ----------
                               $  3,126,351  $   55,464   $  (69,543)  $3,112,272
                               ============  ==========   ==========   ==========



                                       7


                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2001
                                   (UNAUDITED)

3. Investment in Local Partnerships

   The Partnership owns limited partnership interests in fifty Local
   Partnerships representing capital contributions in the aggregate amount of
   $46,928,841, which amount includes advances made to certain Local
   Partnerships. As of March 31, 2001, the Local Partnerships have outstanding
   mortgage loans payable totaling approximately $87,942,000 and accrued
   interest payable on such loans totaling approximately $6,495,000 which are
   secured by security interests and liens common to mortgage loans on the Local
   Partnerships' real property and other assets.

   For the three months ended June 29, 2001, the investment in local
   partnerships activity consists of the following:

       Investment in local partnerships as of March            $ 9,037,289
         30, 2001

       Advances to Local Partnerships                               96,635

       Equity in loss of investment in local                      (642,513)
         partnerships

       Cash distributions received from Local                     (213,010)
         Partnerships

       Cash distributions classified as other income                22,984
       from local partnerships                                 -----------

       Investment in local partnerships as of June 29,         $ 8,301,385
         2001                                                  ===========


      *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. The
       amount of such excess losses applied to other partners' capital was
       $426,084 for the three months ended March 31, 2001 as reflected in the
       combined statement of operations of the Local Partnerships reflected
       herein Note 3.


   Effective October 1, 1998, in an attempt to avoid potential adverse tax
   consequences, the Partnership and the local general partners of 2000-2100
   Christian Street Associates ("2000 Christian Street") and Christian Street
   Associates Limited Partnership ("Christian Street") agreed to equally share
   the funding of operating deficits through June 30, 2000 in the case of
   Christian Street and through September 30, 2000 in the case of 2000 Christian
   Street (the respective "Funding Agreements"). The Funding Agreements were
   extended through June 30, 2001. Under the terms of the Funding Agreements,
   the Partnership has funded $71,400 and $81,210 to 2000 Christian Street and
   Christian Street, respectively, as of June 29, 2001, of which $48,039 was
   advanced during the three months then ended, and has recorded such advances
   as investment in local partnerships.


                                       8



                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of March 31, 2001
   and December 31, 2000 are as follows:

                                                  March 31,        December 31,
                                                    2001              2000
                                                    ----              ----
   ASSETS

   Cash and cash equivalents                     $ 3,570,242     $ 3,332,561
   Rents receivable                                  422,394         440,713
   Escrow deposits and reserves                    5,532,591       5,516,361
   Land                                            4,180,673       4,180,673
   Buildings and improvements (net of
     accumulated depreciation of $57,973,294
     and $56,806,969)                             85,081,083      86,143,179
   Intangible assets (net of accumulated
     amortization of $1,193,474 and $1,171,094)    1,414,607       1,436,987
   Other assets                                    1,236,979       1,140,790
                                                 -----------     -----------
                                                $101,438,569    $102,191,264
                                                 ===========    ============
   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

   Liabilities

      Accounts payable and accrued expenses      $ 2,011,752     $ 1,813,276
      Due to related parties                       3,933,028       4,008,867
      Mortgage loans                              87,942,268      88,273,451
      Notes payable                                2,306,269       2,115,382
      Accrued interest                             6,495,433       6,274,662
      Other liabilities                              850,991         683,883
                                               -------------    ------------
                                                 103,539,741     103,169,521
                                               -------------    ------------
   Partners' equity (deficit)

      American Tax Credit Properties II L.P.
        Capital contributions, net of             45,580,984      45,514,198
        distributions
        Cumulative loss                          (35,453,336)    (34,810,823)
                                               -------------   -------------
                                                  10,127,648      10,703,375
                                               -------------   -------------
      General partners and other limited
       partners
        Capital contributions, net of
        distributions                              3,097,844       3,118,133
        Cumulative loss                          (15,326,664)    (14,799,765)
                                               -------------   -------------
                                                 (12,228,820)    (11,681,632)
                                               -------------   -------------
                                                  (2,101,172)       (978,257)
                                               -------------   -------------
                                                $101,438,569    $102,191,264
                                               =============   =============

                                       9


                     AMERICAN TAX CREDIT PROPERTIES II L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2001
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   months ended March 31, 2001 and 2000 are as follows:

                                                      2001           2000
   REVENUE                                            ----           ----

   Rental                                         $  5,332,874    $ 5,036,245
   Interest and other                                  129,529        104,694
                                                  ------------    -----------
   Total Revenue                                     5,462,403      5,140,939
                                                  ------------    -----------
   EXPENSES

    Administrative                                     897,716        855,520
    Utilities                                        1,190,244        734,775
    Operating and maintenance                        1,136,511      1,066,970
    Taxes and insurance                                662,877        590,336
    Financial                                        1,554,879      1,587,579
    Depreciation and amortization                    1,189,588      1,203,632
                                                  ------------    -----------
   Total Expenses                                    6,631,815      6,038,812
                                                  ------------    -----------
   NET LOSS                                       $ (1,169,412)   $  (897,873)
                                                  ============    ===========
   NET LOSS ATTRIBUTABLE TO

   American Tax Credit Properties II L.P.         $   (642,513)   $  (346,845)
   General partners and other limited
     partners, which includes $426,084 and
     $458,739 of Partnership loss in excess of        (526,899)      (551,028)
     investment                                   ------------    -----------

                                                  $ (1,169,412)   $  (897,873)
                                                  ============    ===========


   The combined results of operations of the Local Partnerships for the three
   months ended March 31, 2001 are not necessarily indicative of the results
   that may be expected for an entire operating period.


4. Additional Information

   Additional information, including the audited March 30, 2001 Financial
   Statements and the Organization, Purpose and Summary of Significant
   Accounting Policies, is included in the Partnership's Annual Report on Form
   10-K for the fiscal year ended March 30, 2001 on file with the Securities and
   Exchange Commission.


                                       10


                     AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Material Changes in Financial Condition

As of June 29, 2001, American Tax Credit Properties II L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2001. Principal changes in assets are comprised of periodic
transactions and adjustments and anticipated equity in loss from operations of
the local partnerships (the "Local Partnerships") which own low-income
multifamily residential complexes (the "Properties") which qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the "Low-income Tax Credit"). During the three months ended June 29, 2001,
Registrant received cash from interest revenue, maturities/redemption of bonds
and distributions from Local Partnerships and utilized cash for operating
expenses and investments in certain Local Partnerships (see Local Partnership
Matters below). Cash and cash equivalents and investments in bonds increased, in
the aggregate, by approximately $24,000 during the three months ended June 29,
2001 (which includes a net unrealized loss on investments in bonds of
approximately $49,000, amortization of net premium on investments in bonds of
approximately $2,000 and accretion of zero coupon bonds of approximately
$10,000). Notwithstanding circumstances that may arise in connection with the
Properties, Registrant does not expect to realize significant gains or losses on
its investments in bonds, if any. During the three months ended June 29, 2001,
the investment in local partnerships decreased as a result of Registrant's
equity in the Local Partnerships' net loss for the three months ended March 31,
2001 of $642,513 and cash distributions received from Local Partnerships of
$190,026 (exclusive of distributions from Local Partnerships of $22,984
classified as other income), partially offset by investments in Local
Partnerships of $96,635 (see discussion below under Local Partnership Matters).
Accounts payable and accrued expenses includes deferred administration fees of
$643,740, and payable to general partner represents deferred administration and
management fees in the accompanying balance sheet as of June 29, 2001.

Results of Operations

Registrant's operating results are dependent upon the operating results of the
local partnerships and are significantly impacted by the Local Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting. Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting. Accordingly, the investment
is carried at cost and is adjusted for Registrant's share of each Local
Partnership's results of operations and by cash distributions received. Equity
in loss of each investment in Local Partnership allocated to Registrant is
recognized to the extent of Registrant's investment balance in each Local
Partnership. Equity in loss in excess of Registrant's investment balance in a
Local Partnership is allocated to other partners' capital in any such Local
Partnership. As a result, the reported equity in loss of investment in local
partnerships is expected to decrease as Registrant's investment balances in the
respective Local Partnerships become zero. The combined statements of operations
of the Local Partnerships reflected in Note 3 to Registrant's financial
statements include the operating results of all Local Partnerships, irrespective
of Registrant's investment balances.

Cumulative losses and cash distributions in excess of investment in local
partnerships may result from a variety of circumstances, including a Local
Partnership's accounting policies, subsidy structure, debt structure and
operating deficits, among other things. Accordingly, cumulative losses and cash
distributions in excess of the investment are not necessarily indicative of
adverse operating results of a Local Partnership. See discussion below under
Local Partnership Matters regarding certain Local Partnerships currently
operating below economic break even levels.

Registrant's operations for the three months ended June 29, 2001 and 2000
resulted in net losses of $740,645 and $464,785, respectively. The increase in
net loss is primarily attributable to an increase in equity in loss of
investment in local partnerships of approximately $296,000, which is primarily
the result of an increase in the net operating losses of certain Local
Partnerships. Other comprehensive income (loss) for the three months ended June
29, 2001 and 2000 resulted from a net unrealized gain (loss) on investments in
bonds of $(48,718) and $5,871, respectively.

The Local Partnerships' net loss of approximately $1,169,000 for the three
months ended March 31, 2001 was attributable to rental and other revenue of
approximately $5,462,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $5,441,000 and approximately
$1,190,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $898,000 for the three months ended March 31, 2000 was
attributable to rental and other revenue of approximately $5,141,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $4,835,000 and approximately $1,204,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended March 31, 2001 are not necessarily indicative of the
results that may be expected in future periods.

                                       11


                     AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and

Results of Operations (continued)

Local Partnership Matters

Registrant's primary objective is to provide Low-income Tax Credits to limited
partners generally over a ten year period. The relevant state tax credit agency
has allocated each of Registrant's Local Partnerships an amount of Low-income
Tax Credits, which are generally available for a ten year period from the year
the Property is placed in service (the ("Ten Tear Credit Period"). The Ten Year
Credit Period is expected to be exhausted by the Local Partnerships as of
December 31, 2001. The required holding period of each Property, in order to
avoid Low-income Tax Credit recapture, is fifteen years from the year in which
the Low-income Tax Credits commence on the last building of the Property (the
"Compliance Period"). In addition, certain of the Local Partnerships have
entered into agreements with the relevant state tax credit agencies whereby the
Local Partnerships must maintain the low-income nature of the Properties for a
period which exceeds the Compliance Period, regardless of any sale of the
Properties by the Local Partnerships after the Compliance Period. The Properties
must satisfy various requirements including rent restrictions and tenant income
limitations (the "Low-income Tax Credit Requirements") in order to maintain
eligibility for the recognition of the Low-income Tax Credit at all times during
the Compliance Period. Once a Local Partnership has become eligible for the
Low-income Tax Credit, it may lose such eligibility and suffer an event of
recapture if its Property fails to remain in compliance with the Low-income Tax
Credit Requirements. Through December 31, 2000, none of the Local Partnerships
have suffered an event of recapture of Low-income Tax Credits.

The Properties are principally comprised of subsidized and leveraged low-income
multifamily residential complexes located throughout the United States and
Puerto Rico. Many of the Local Partnerships receive rental subsidy payments,
including payments under Section 8 of Title II of the Housing and Community
Development Act of 1974 ("Section 8"). The subsidy agreements expire at various
times during and after the Compliance Periods of the Local Partnerships. Since
October 1997, the United States Department of Housing and Urban Development
("HUD") has issued a series of directives related to project based Section 8
contracts that define owners' notification responsibilities, advise owners of
project based Section 8 properties of what their options are regarding the
renewal of Section 8 contracts, provide guidance and procedures to owners,
management agents, contract administrators and HUD staff concerning renewal of
Section 8 contracts, provide policies and procedures on setting renewal rents
and handling renewal rent adjustments and provide the requirements and
procedures for opting-out of a Section 8 project based contract. Registrant
cannot reasonably predict legislative initiatives and governmental budget
negotiations, the outcome of which could result in a reduction in funds
available for the various federal and state administered housing programs
including the Section 8 program. Such changes could adversely affect the future
net operating income and debt structure of any or all Local Partnerships
currently receiving such subsidy or similar subsidies. Six Local Partnerships'
Section 8 contracts, certain of which cover only certain rental units, are
currently subject to renewal under applicable HUD guidelines. In addition, two
Local Partnerships have entered into restructuring agreements, resulting in both
a lower rent subsidy and lower mandatory debt service with no anticipated
adverse impact to the operating results of the Properties.

The Local Partnerships have various financing structures which include (i)
required debt service payments ("Mandatory Debt Service") and (ii) debt service
payments which are payable only from available cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws, regulations
and agreements with appropriate federal and state agencies ("Non-Mandatory Debt
Service or Interest"). During the three months ended March 31, 2001, revenue
from operations of the Local Partnerships has generally been sufficient to cover
operating expenses and Mandatory Debt Service. Substantially all of the Local
Partnerships are effectively operating at or above break even levels, although
certain Local Partnerships' operating information reflects operating deficits
that do not represent cash deficits due to their mortgage and financing
structure and the required deferral of property management fees. However, as
discussed below, certain Local Partnerships' operating information indicates
below break even operations after taking into account their mortgage and
financing structure and any required deferral of property management fees.

During the three months ended March 31, 2001, Ann Ell Apartments Associates,
Ltd. ("Ann Ell") reported an operating deficit of approximately $20,000.
Registrant has made cumulative advances to Ann Ell of $289,545 as of June 29,
2001, of which $28,027 was advanced during the three months then ended. Payments
on the mortgage and real estate taxes are current. Registrant's investment
balance in Ann Ell, after cumulative equity losses, became zero during the year
ended March 30, 1994. Ann Ell will have generated approximately $1.7 per Unit
per year to the limited partners upon the expiration of its Low-income Tax
Credit allocation in 2001.

                                       13



                     AMERICAN TAX CREDIT PROPERTIES II L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

Christian Street Associates Limited Partnership ("Christian Street") and
2000-2100 Christian Street Associates ("2000 Christian Street"), which Local
Partnerships have certain common general partner interests and a common first
mortgage lender, have experienced ongoing operating deficits. Under terms of the
partnership agreements, the Local General Partners exceeded their respective
operating deficit guarantees and, as of September 30, 1998, had advanced in
excess of $1,000,000 in the aggregate to Christian Street and 2000 Christian
Street. The Local General Partners approached the lender with the intention to
restructure the loans; however the lender indicated that in connection with any
such restructuring, the respective Local Partnerships would be responsible for
certain costs, which may be significant. If the Local General Partners were to
cease funding the operating deficits, Registrant would likely incur substantial
recapture of Low-income Tax Credits. Effective October 1, 1998, in an attempt to
avoid potential adverse tax consequences, Registrant and the Local General
Partners agreed to equally share the funding of operating deficits through June
30, 2000 in the case of Christian Street and through September 30, 2000 in the
case of 2000 Christian Street (the respective "Funding Agreements"). The Funding
Agreements were extended through June 30, 2001. The Local General Partners
agreed to cause the management agent to accrue and defer its management fees
during the period of the Funding Agreements. The accrued management fees are
excluded when determining the operating deficits. Christian Street and 2000
Christian Street reported a combined operating deficit of approximately $69,000,
excluding accrued management fees of approximately $11,000, for the three months
ended March 31, 2001. Under the terms of the Funding Agreements, Registrant has
funded $71,400 and $81,210 to 2000 Christian Street and Christian Street,
respectively, as of June 29, 2001, of which $48,039 was advanced during the
three months then ended. Payments on the mortgages and real estate taxes are
current. Registrant's investment balances in Christian Street and 2000 Christian
Street, after cumulative equity losses, became zero during the year ended March
30, 1997. Christian Street and 2000 Christian Street have/will have generated
approximately $8.2 and approximately $4.4 per Unit per year to the limited
partners upon the expiration of their Low-income Tax Credit allocations in 2000
and 2001, respectively.

The terms of the partnership agreement of College Avenue Apartments Limited
Partnership ("College Avenue") require the management agent to defer property
management fees in order to avoid a default under the mortgage. College Avenue
reported an operating deficit of approximately $17,000 for the three months
ended March 31, 2001, which includes property management fees of approximately
$2,000. Registrant advanced $11,150 in June 2001. Payments on the mortgage and
real estate taxes are current. Registrant's investment balance in College
Avenue, after cumulative equity losses, became zero during the year ended March
30, 1999. College Avenue generated approximately $1.2 per Unit per year to the
limited partners upon the expiration of its Low-income Tax Credit allocation in
2000.

The terms of the partnership agreement of Trenton Heights Apartments L.P.
("Trenton Heights") require the management agent to defer property management
fees in order to avoid a default under the mortgage. During the three months
ended March 31, 2001, Trenton Heights reported an operating deficit of
approximately $9,000, which includes property management fees of approximately
$3,000. Payments on the mortgage and real estate taxes are current. Registrant's
investment balance in Trenton Heights, after cumulative equity losses, became
zero during the year ended March 30, 1999. Trenton Heights generated less than
$1 per Unit per year to the limited partners upon the expiration of its
Low-income Tax Credit allocation in 1999.

The terms of the partnership agreement of Summers Village Limited Partnership
("Summers Village") require the management agent to defer property management
fees in order to avoid a default under the mortgage. During the three months
ended March 31, 2001, Summers Village incurred an operating deficit of
approximately $4,000, which includes property management fees of approximately
$1,000. Payments on the mortgage and real estate taxes are current. Summers
Village generated less than $1 per Unit per year to the limited partners upon
the expiration of its Low-income Tax Credit allocation in 2000.


Item 3. Quantitative and Qualitative Disclosure about Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate bonds, U.S. Treasury instruments and U.S. government and agency
securities. The market value of such investments is subject to fluctuation based
upon changes in interest rates relative to each investment's maturity date.
Since Registrant's investments in bonds have various maturity dates through
2008, the value of such investments may be adversely impacted in an environment
of rising interest rates in the event Registrant decides to liquidate any such
investment prior to its maturity. Although Registrant may utilize reserves to
assist an under performing Property, it otherwise intends to hold such
investments to their respective maturities. Therefore, Registrant does not
anticipate any material adverse impact in connection with such investments.

                                       13


                     AMERICAN TAX CREDIT PROPERTIES II L.P.

                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            Registrant is not aware of any material legal proceedings.

Item 2.     Changes in Securities

            None

Item 3.     Defaults Upon Senior Securities

            None

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

            None

Item 5.     Other Information

            None

Item 6.     Exhibits and Reports on Form 8-K

            None


                                       14



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                     AMERICAN TAX CREDIT 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: August 13, 2001               /s/ Richard Paul Richman
                                        ---------------------------------------
                                     by: Richard Paul Richman
                                         President, Chief Executive Officer and
                                         Director of the general partner of the
                                         General Partner


Dated: August 13, 2001               /s/ Neal Ludeke
                                     ------------------------------------------
                                     by: Neal Ludeke
                                         Vice President and Treasurer of the
                                         general partner of the General Partner
                                         (Principal Financial and Accounting
                                         Officer of Registrant)


                                       15