10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 30, 2012

OR

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

For the transition period from ______ to ______

0-18405

(Commission File Number)

American Tax Credit Properties II L.P.

(Exact Name of Registrant as Specified in its Governing Instruments)

Delaware	13-3495678
(State or Other Jurisdiction of Organization)	(I.R.S. Employer Identification No.)
Richman Tax Credit Properties 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  X  No  __ 

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

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 27, 2012, 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 housing tax credit in accordance with Section 42 of the Internal Revenue Code (the "Low-income Housing 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 initially 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 (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.

Registrant's primary objective, to provide Low-income Housing 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 Housing 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 Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing 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”). Note that the existence of Extended Use Provisions does not extend the Compliance Period of the respective Local Partnerships. However, 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.

Disposal of Local Partnership Interests

Registrant is in the process of disposing of its Local Partnership Interests. As of June 2012, Registrant owns thirty-five of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant 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. See Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the potential sale of a Local Partnership Interest.

2

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 - Financial Statements and Supplementary Data.

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.

3

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, in a prior year, Registrant 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 and/or affiliates thereof 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 effect 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;

4

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 Housing Tax Credits.

While a limited exception is provided for Low-income Housing 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 Housing 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 Housing 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.

5

Item 1A.         Risk Factors (Continued).

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.

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 Housing 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 initially acquired Local Partnership Interests in fifty Local Partnerships. As discussed above in Item 1 - Business, the Compliance Period of all of the Local Partnerships had expired as of December 31, 2006 and, accordingly, Registrant is in the process of disposing of its Local Partnership Interests. As of June 2012, Registrant owns thirty-five of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant 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.

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. See Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the potential sale of a Local Partnership Interest.

6

Item 2.            Properties (Continued).

The initial Local Partnership Interests were acquired by Registrant in 1989 and 1990. Although Registrant generally owns a 98.9% to 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 an affiliate of the General Partner, together, in the aggregate, own a 99% Local Partnership Interest in Santa Juanita Limited Dividend Partnership L.P. ("Santa Juanita"), whereby Registrant owns 64.36%. 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, seven of which include 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. The seven Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the seven Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

7

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			2011			(see footnotes)
1989 Westview Arms Limited Partnership Westview Arms Dumas, Arkansas		60	$	130,796		$	95,826		(1a&d)
2000-2100 Christian Street Associates    (3), (10) Christian Street Apartments II Philadelphia, Pennsylvania		57		1,654,764			--	(3)
Ann Ell Apartments Associates, Ltd.    (3), (7), (10) Ann Ell Apartments Miami Beach, Florida		54		1,411,983			--	(3)
Auburn Hills Apartments Limited    Partnership Auburn Hills Apartments Cabot, Arkansas		24		201,649			752,311			(1b	)
Auburn Hills Townhouses Limited    Partnership (3), (8) Auburn Hills Townhouse Apartments Pontiac, Michigan		250		3,206,110			--	(3)
Batesville Family, L.P. Westridge Apartments Batesville, Mississippi		48		160,741	(2)		1,372,180			(1b	)
Browning Road Phase I, L.P. Browning Road Apartments, Phase I Greenwood, Mississippi		60		197,808			711,945			(1b	)
Bruce Housing Associates, L.P. Bruce Family Apartments Bruce, Mississippi		40		122,814	(2)		1,041,725		(1b&c)
Canton Partners, L.P. Pecan Village Canton, Mississippi		48		380,199			1,384,233			(1b	)
Carrington Limited Dividend Housing    Association Limited Partnership (3) Carrington Place Farmington Hills, Michigan		100		1,058,976	(2)		--	(3)
Christian Street Associates Limited    Partnership (3), (10) Christian Street Apartments Philadelphia, Pennsylvania		72		2,610,886			--	(3)
Cityside Apartments, Phase II, L.P. (9) Cityside Apartments Phase II Trenton, New Jersey		107		6,592,092			5,036,553
Cleveland Square, Ltd. Cleveland Square Apartments Cleveland, Texas		48		223,327			716,144			(1b	)

8

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			2011			(see footnotes)
College Avenue Apartments Limited    Partnership (3), (10) College Avenue Apartments Natchitoches, Louisiana		41	$	501,348		$	--	(3)
Corrigan Square, Ltd. Corrigan Square Apartments Corrigan, Texas		96		372,833			1,237,150			(1b	)
De Queen Villas Limited Partnership De Queen Villas Apartments De Queen, Arkansas		37		296,051			1,231,634			(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			347,548			(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			713,296			(1b	)
Forest Village Housing Partnership (3),(10) Forest Village Apartments Auburn, Washington		89		1,706,079			--	(3)
Harborside Housing Limited    Partnership (5) 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 (3), (6) Hughes Manor Hughes, Arkansas		32		287,261			--	(3)
Ivy Family, L.P. Ivy Apartments Louisville, Mississippi		32		90,878	(2)		698,182		(1b&c)

9

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			2011				(see footnotes)
Lakeside Housing Limited Partnership Lakeside Garden Apartments East Chicago, Indiana		312	$	3,147,863		$	5,405,660			(1a,b&d)
Lawrence Road Properties, Ltd. Hillcrest Apartments Newton, Mississippi		24		83,013	(2)		719,547			(1b&c)
Lexington Estates Ltd.,    A Mississippi Limited Partnership Lexington Estates Lexington, Mississippi		24		176,225			666,116				(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			664,120				(1b	)
Magee Elderly, L.P. Eastgate Manor Magee, Mississippi		24		150,952			562,452			(1b&c		)
Mirador del Toa Limited Partnership Mirador del Toa Apartments Toa Alta, Puerto Rico		48		186,717	(2)		1,772,264			(1b&c		)
Nixa Heights Apartments, L.P. (3), (4) Nixa Heights Apartments Nixa, Missouri		40		250,030			--	(3	)
North Hills Farms Limited Partnership North Hills Farms Apartments Pontiac, Michigan		525		3,443,762			454,098			(1a&d		)
Patton Place Limited Partnership Patton Street Apartments Springfield, Massachusetts		24		794,044			513,789			(1a&d		)
Plantersville Family, L.P. Regal Ridge Apartments Plantersville, Mississippi		24		152,268			557,312				(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)		1,088,157				(1b	)

10

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			2011				(see footnotes)
Queen Lane Investors Queen's Row Philadelphia, Pennsylvania		29	$	603,552	(2)	$	2,204,617				(1b	)
Renova Properties, L.P. Hymon Lucas Manor Renova, Mississippi		24		165,582			604,461			(1b&c		)
Santa Juanita Limited Dividend    Partnership L.P. Santa Juanita Apartments Bayamon, Puerto Rico		45		584,117	(2)		1,332,247			(1a,b,d&f		)
Simpson County Family, L.P. Azalea Apartments Magee, Mississippi		24		211,823			775,111				(1c	)
Summers Village Limited Partnership Summers Village Apartments Summersville, West Virginia		24		194,674			767,106				(1b	)
Tchula Courts Apartments, L.P. Tchula Courts Apartments Tchula, Mississippi		24		150,984			692,133				(1b	)
The Pendleton (A Louisiana    Partnership in Commendam) (3), (10) The Pendleton Shreveport, Louisiana		36		447,621			--	(3	)
Trenton Heights Apartments, L.P. Trenton Heights Apartments Trenton, Mississippi		40		100,434			414,867				(1b	)
Twin Pine Family, L.P. Twin Pine Apartments Louisville, Mississippi		24		163,172			537,098				(1b	)
Village Creek Limited Partnership Village Creek Apartments Arkadelphia, Arkansas		40		288,216			1,150,532				(1b	)
York Park Associates Limited    Partnership (3) York Park Apartments Dundalk, Maryland		80		2,146,200			--	(3	)
			$	48,460,126		$	42,627,511

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

11

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, 2011 and 2010 in Note 6 to the accompanying financial statements.
(4)		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.
(5)		The underlying Property was sold in November 2009 and the Local Partnership continues in existence.  The combined statements of operations of the Local Partnerships for the years ended December 31, 2011, 2010 and 2009 included in Note 6 to the accompanying financial statements include results of operations for such Local Partnership.
(6)		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.
(7)		The underlying Property was sold in March 2010 and the Local Partnership was subsequently dissolved.  The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of dissolution.
(8)		The underlying Property was sold in November 2010 and the Local Partnership was subsequently dissolved. The combined statement of operations of the Local Partnerships for the year ended December 31, 2010 included in Note 6 to the accompanying financial statements includes results of operations for such Local Partnership through the date of dissolution.
(9)		Registrant assigned its Local Partnership Interest in March 2012 to an affiliate of one of the Local General Partners (see Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, herein).
(10)		Capital contribution includes voluntary advances made to the Local Partnership.

Item 3.             Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

12

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 June 4, 2012 was approximately 2,421, 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, 2012 and 2011, although there were withholding taxes paid on behalf of the Limited Partners during fiscal 2011.

Low-income Housing 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. In a prior year, Registrant 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 housing tax credit in accordance with Section 42 of the Internal Revenue Code (the “Low-income Housing 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.

13

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

As of March 30, 2012, Registrant has cash and cash equivalents and investment in Pemberwick Fund, a short duration bond fund (“Pemberwick”) totaling $3,144,892, 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 Local Partnership, Registrant may be entitled to sales proceeds of certain Local Partnerships’ Properties and may receive proceeds in the event of a sale of its Local Partnership Interests.

During the year ended March 30, 2012, Registrant received cash from interest revenue, the redemption of its investment in bond, redemptions from Pemberwick, distributions from Local Partnerships and proceeds in connection with the sale of the Property owned by Auburn Hills Townhouses Limited Partnership (which sale occurred during the year ended March 30, 2011), and utilized cash for operating expenses and investments in Pemberwick. Cash and cash equivalents, investment in Pemberwick and investment in bond decreased, in the aggregate, by approximately $412,000 during the year ended March 30, 2012 (which includes an unrealized loss on investment in Pemberwick and the reclassification of unrealized gain on investment in bond in the aggregate of approximately $40,000 and amortization of premium on investment in bond and the write-off of the remaining unamortized premium on the date the bond was redeemed totaling approximately $6,000). The bond owned by Registrant was called on October 3, 2011 at par; Registrant’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%. Accordingly, Registrant did not experience any adverse impact in connection with such investment.

During the year ended March 30, 2012, the investment in local partnerships increased as a result of Registrant’s equity in the Local Partnerships’ net income for the year ended December 31, 2011 of $434,043. Payable to general partner and affiliates in the accompanying balance sheet as of March 30, 2012 represents accrued administration fees and management fees.

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, 2012, 2011 and 2010 resulted in net income of $199,071, $591,711 and $2,796,971, respectively. The decrease in net income from fiscal 2011 to fiscal 2012 is primarily attributable to a decrease in gain on sale of limited partner interests/local partnership properties of approximately $1,340,000 which is dependent on specific sales, partially offset by (i) an increase in equity in income of investment in local partnerships of approximately $627,000, which increase is attributable to an increase in the net income of the Local Partnership in which Registrant continues to have an investment balance, (ii) a net decrease in operating expenses of approximately $172,000, which decrease is primarily attributable to a decrease in administration fees and management fees in the cumulative amount of approximately $111,000 resulting, in part, from an under accrual as of March 30, 2010 and a decrease in State of New Jersey filing fees of approximately $61,000 and (iii) an increase in other income from local partnerships of approximately $151,000. Other comprehensive loss for the year ended March 30, 2012 resulted from an unrealized loss on investment in Pemberwick of $37,655 and the reclassification of unrealized gain on investment in bond of $2,730.

14

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

The decrease in net income from fiscal 2010 to fiscal 2011 is primarily attributable to (i) a decrease in gain on sale of limited partner interests/local partnership properties of approximately $2,324,000 which is dependent on specific sales and (ii) a net increase in operating expenses of approximately $113,000, which increase is primarily attributable to an increase in administration fees and management fees in the cumulative amount of approximately $71,000 resulting, in part, from an under accrual as of March 30, 2010 and an increase in State of New Jersey filing fees of approximately $60,000, all partially offset by (i) a decrease in equity in loss of investment in local partnerships of approximately $134,000, which decrease is attributable to voluntary advances made to a Local Partnership that were written off as equity in loss of investment in local partnerships in fiscal 2010 partially offset by an increase in the net loss of the Local Partnership in which Registrant continues to have an investment balance and (ii) an increase in interest revenue and other income from local partnerships in the aggregate of approximately $98,000. Other comprehensive income for the year ended March 30, 2011 resulted from unrealized gains on investment in Pemberwick and investment in bond of $41,600 and $2,730, respectively.

The Local Partnerships’ net loss of approximately $938,000 for the year ended December 31, 2011 includes depreciation and amortization expense of approximately $3,041,000 and interest on non-mandatory debt of approximately $512,000, and does not include principal payments on permanent mortgages of approximately $993,000. The Local Partnerships’ net income of approximately $4,979,000 for the year ended December 31, 2010 includes depreciation and amortization expense of approximately $3,557,000, gain on sale of property of approximately $6,792,000 and interest on non-mandatory debt of approximately $555,000, and does not include principal payments on permanent mortgages of approximately $1,138,000. 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 results of operations of the Local Partnerships for the year ended December 31, 2011 are not necessarily indicative of results that may be expected in future periods. Income and expense fluctuations over the past three years have resulted from Registrant’s sales of Local Partnership Interests and certain Local Partnerships’ Property sales.

Local Partnership Matters

Registrant's primary objective, to provide Low-income Housing 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 Housing 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 Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing 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 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. Registrant is in the process of disposing of its Local Partnership Interests. As of June 2012, Registrant owns thirty-five of the fifty Local Partnership Interests initially acquired. In a prior year, Registrant 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. See below regarding the potential sale of a Local Partnership Interest.

The Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. Many of the Local Partnerships receive rental subsidy payments, seven of which include 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. The seven Local Partnerships’ Section 8 contracts, certain of which cover only certain rental units, are currently subject to renewal under applicable HUD guidelines. Of the seven Local Partnerships noted above, three have entered into restructuring agreements, resulting in changes to both rent subsidy and mandatory debt service.

15

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 March 2012, Registrant assigned its Local Partnership Interest in Cityside Apartments, Phase II, L.P. (“Cityside II”) to an affiliate of one of the Local General Partners of Cityside II. Although Registrant received no proceeds in connection with the assignment, Registrant received $37,500 in May 2012 for distributions that were due to Registrant under the terms of Cityside II’s partnership agreement. Such amount is reflected as due from local partnerships in the accompanying balance sheet of Registrant as of March 30, 2012 and is included in other income from local partnerships in the accompanying statement of operations of Registrant for the year then ended. One of the Local General Partners of Cityside II is an affiliate of the General Partner; such Local General Partner was not involved in the assignment. Registrant’s investment balance in Cityside II, after cumulative equity losses and distributions, became zero during the year ended March 30, 2002.

In June 2012, Registrant entered into a purchase agreement (the “Purchase Agreement”) to sell its Local Partnership Interest in Mirador del Toa Limited Partnership (“Mirador del Toa”) to an affiliate of the Local General Partner of Mirador del Toa for $19,241. Registrant received a non-refundable deposit of 20% of the purchase price. The Purchase Agreement is subject to the approval of Mirador del Toa’s mortgage lender and there can be no assurance that the Local Partnership Interest will be sold under the terms of the Purchase Agreement. Registrant’s investment balance in Mirador del Toa, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.

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 $2,274,000 as of June 2012. 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 $55,000 as of June 2012. 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 and distributions, became zero during the year ended March 30, 2001.

Although Registrant notified the Local General Partner of Littleton Avenue Community Village, L.P. (“Littleton”) of Registrant’s withdrawal from Littleton, a substitute limited partner was not identified; accordingly, Registrant retains its Local Partnership Interest in Littleton. 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 2012 total approximately $8,766,000. The Local General Partner of Littleton represents that a lien holder has commenced a foreclosure action in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (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 $444,000 as of June 2012, which includes accrued interest, and that the City has sold certain of the tax liens to third parties. Registrant’s investment balance in Littleton, after cumulative equity losses and distributions, became zero during the year ended March 30, 1999.

16

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. In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success

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.

17

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

Registrant’s investment in Pemberwick is subject to certain risk. The fixed income securities in which Pemberwick invests are subject to interest rate risk, credit risk, prepayment risk, counterparty 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. Pemberwick 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, Pemberwick 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 Pemberwick’s net asset value (“NAV”), yield and total return.

18

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	20
Balance Sheets	21
Statements of Operations	22
Statements of Changes in Partners' Equity (Deficit)	23
Statements of Cash Flows	24
Notes to Financial Statements	26

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.

19

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, 2012 and 2011, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years ended March 30, 2012, 2011 and 2010. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Tax Credit Properties II L.P. as of March 30, 2012 and 2011, and the results of its operations, changes in partners’ equity (deficit) and its cash flows for the years ended March 30, 2012, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/Reznick Group, P.C.

Sacramento, California

June 27, 2012

20

AMERICAN TAX CREDIT PROPERTIES II L.P.

BALANCE SHEETS

MARCH 30, 2012 AND 2011

	2012			2011
ASSETS
Cash and liquid investments
Cash and cash equivalents	$	31,046		$	280,505
Investment in Pemberwick Fund - a short duration bond fund		3,113,846			3,176,944
Investment in bond					99,873
Total cash and liquid investments		3,144,892			3,557,322
Due from local partnerships		37,500			48,894
Interest receivable					123
Investment in local partnerships		1,195,248			761,205
	$	4,377,640		$	4,367,544
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	75,632		$	159,873
Payable to general partner and affiliates		147,254			211,603
		222,886			371,476
Commitments and contingencies
Partners' equity (deficit)
General partner		(451,263	)		(453,254	)
Limited partners (55,746 units of limited partnership interest outstanding)		4,602,072			4,404,992
Accumulated other comprehensive income		3,945			44,330
		4,154,754			3,996,068
	$	4,377,640		$	4,367,544

See Notes to Financial Statements.

21

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF OPERATIONS

YEARS ENDED MARCH 30, 2012, 2011 AND 2010

	2012			2011			2010
REVENUE
Interest	$	44,116		$	46,449		$	2,921
Other income from local partnerships		235,263			84,520			29,714
TOTAL REVENUE		279,379			130,969			32,635
EXPENSES
Administration fees - affiliate		176,202			231,715			196,410
Management fees - affiliate		176,202			231,714			196,410
Professional fees		80,813			77,329			100,150
State of New Jersey filing fee		51,637			112,641			52,905
Printing, postage and other		29,497			32,956			26,990
TOTAL EXPENSES		514,351			686,355			572,865
		(234,972	)		(555,386	)		(540,230	)
Equity in income (loss) of investment in local partnerships		434,043			(193,345	)		(327,068	)
Income (loss) prior to gain on sale of limited partner interests/local partnership properties		199,071			(748,731	)		(867,298	)
Gain on sale of limited partner interests/local partnership properties					1,340,442			3,664,269
NET INCOME		199,071			591,711			2,796,971
Other comprehensive income (loss) - Pemberwick Fund		(37,655	)		41,600
Other comprehensive income - investment in bond					2,730
Reclassification of unrealized gain on investment in bond		(2,730	)
COMPREHENSIVE INCOME	$	158,686		$	636,041		$	2,796,971
NET INCOME ATTRIBUTABLE TO
General partner	$	1,991		$	5,917		$	27,970
Limited partners		197,080			585,794			2,769,001
	$	199,071		$	591,711		$	2,796,971
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest)	$	3.54		$	10.51		$	49.67

See Notes to Financial Statements.

22

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)

YEARS ENDED MARCH 30, 2012, 2011 AND 2010

	General Partner			Limited Partners			Accumulated Other Comprehensive Income (Loss)			Total
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
Net income		5,917			585,794						591,711
Distributions to partners		(1,315	)		(130,169	)					(131,484	)
Other comprehensive income - Pemberwick Fund								41,600			41,600
Other comprehensive income - investment in bond								2,730			2,730
Partners’ equity (deficit), March 30, 2011		(453,254	)		4,404,992			44,330			3,996,068
Net income		1,991			197,080						199,071
Other comprehensive loss - Pemberwick Fund								(37,655	)		(37,655	)
Reclassification of unrealized gain on investment in bond								(2,730	)		(2,730	)
Partners’ equity (deficit), March 30, 2012	$	(451,263	)	$	4,602,072		$	3,945		$	4,154,754

See Notes to Financial Statements.

23

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS

YEARS ENDED MARCH 30, 2012, 2011 AND 2010

	2012			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received	$	50,382		$	50,123		$	2,921
Cash paid for
Administration fees		(216,753	)		(726,519	)		(375,769	)
Management fees		(200,000	)		(455,814	)		(394,665	)
Professional fees		(83,670	)		(84,787	)		(107,893	)
State of New Jersey filing fee		(128,143	)		(37,954	)		(40,616	)
Printing, postage and other expenses		(34,375	)		(33,644	)		(25,226	)
Net cash used in operating activities		(612,559	)		(1,288,595	)		(941,248	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in Pemberwick Fund		(45,065	)		(368,890	)		(2,867,755	)
Redemptions from Pemberwick Fund		70,508			99,602			1,699
Investment in bond					(100,940	)
Distributions received from local partnerships		197,763			84,520			29,714
Proceeds in connection with sale of limited partner interests/local partnership properties		48,894			1,693,488			3,262,329
Proceeds from redemption of investment in bond		91,000
Voluntary advances to local partnerships								(200,458	)
Net cash provided by investing activities		363,100			1,407,780			225,529
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners					(131,484	)
Net cash used in financing activities					(131,484	)
Net decrease in cash and cash equivalents		(249,459	)		(12,299	)		(715,719	)
Cash and cash equivalents at beginning of year		280,505			292,804			1,008,523
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	31,046		$	280,505		$	292,804
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain (loss) on investment in Pemberwick Fund	$	(37,655	)	$	41,600
Unrealized gain on investment in bond				$	2,730
Reclassification of unrealized gain on investment in bond	$	(2,730	)
Increase in due from local partnerships	$	37,500		$	48,894		$	401,940

See reconciliation of net income to net cash used in operating activities on page 25.

See Notes to Financial Statements.

24

AMERICAN TAX CREDIT PROPERTIES II L.P.

STATEMENTS OF CASH FLOWS - CONTINUED

YEARS ENDED MARCH 30, 2012, 2011 AND 2010

	2012			2011			2010
RECONCILIATION OF NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES
Net income	$	199,071		$	591,711		$	2,796,971
Adjustments to reconcile net income to net cash used in operating activities
Equity in loss (income) of investment in local partnerships		(434,043	)		193,345			327,068
Gain on sale of limited partner interests/local partnership properties					(1,340,442	)		(3,664,269	)
Other income from local partnerships		(235,263	)		(84,520	)		(29,714	)
Accrued interest purchased at date of investment in bond					1,750
Amortization of premium on investment in bond		1,229			2,047
Loss on redemption of investment in bond		4,914
Decrease (increase) in interest receivable		123			(123	)
Increase (decrease) in accounts payable and accrued expenses		(84,241	)		66,541			(338,355	)
Decrease in payable to general partner and affiliates		(64,349	)		(718,904	)		(32,949	)
NET CASH USED IN OPERATING ACTIVITIES	$	(612,559	)	$	(1,288,595	)	$	(941,248	)

See Notes to Financial Statements.

25

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS

MARCH 30, 2012, 2011 AND 2010

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 housing tax credit in accordance with Section 42 of the Internal Revenue Code (the “Low-income Housing 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.  Such interests were acquired in 1989 and 1990. 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.

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, 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”). In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success.

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.

26

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

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

Cash and Cash Equivalents

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

Fair Value Measurements

ASC Topic 820 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.

Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund (”Pemberwick”), an investment grade institutional short duration bond fund, at estimated fair value. Realized capital gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners' equity (deficit).

Investment in Bond

Investment in bond was classified as available-for-sale and represented an investment that the Partnership intended to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell such investment would have been based on various factors, including significant movements in interest rates and liquidity needs. Investment in bond was carried at estimated fair value and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners’ equity (deficit).

The premium on investment in bond was amortized using the effective yield method over the duration of the Partnership’s investment. The amortized premium offsets interest revenue. Realized gain (loss) on redemption or sale of investment in bond is included in, or offset against, interest revenue on the basis of the adjusted cost of the investment at the date of redemption or sale.

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.

27

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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.

Reclassifications

Certain prior year balances 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, 2012, the Partnership has $31,046 in cash and cash equivalents. Of such amount, $30,766 is held in accounts at two financial institutions in which all non-interest bearing transaction accounts are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) and the aggregate of all other accounts at each institution is insured up to $250,000 by the FDIC. The entire amount is FDIC insured as of March 30, 2012. The remaining $280 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 Pemberwick Fund

The Partnership carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 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 a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the “Advisor”) will select investments so that Pemberwick’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 commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States having assets in excess of $200 billion. Approximately 90% or more of Pemberwick’s assets will either be invested in securities rated AA or better (if commercial paper rated in the highest category) by a NRSRO or in securities of banking institutions operating in the United States and having assets in excess of $200 billion.

28

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

4.    Investment in Pemberwick Fund (Continued)

The weighted average duration of Pemberwick’s assets is approximately 1.86 years as of March 30, 2012. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick’s net asset value (“NAV”) is $10.02 and $10.14 per share as of March 30, 2012 and 2011, respectively. The Partnership’s investment in Pemberwick as of March 30, 2012 and 2011 is $3,113,846 and $3,176,944, respectively. An unrealized gain of $3,945 as of March 30, 2012 is reflected as accumulated other comprehensive income in the accompanying balance sheet as of March 30, 2012. The Partnership has earned $84,238 of interest revenue from its investment in Pemberwick as of March 30, 2012. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1).

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 Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwick’s inception and earned $5,087, $4,863 and $431 in connection with the Partnership’s investment in Pemberwick for the years ended March 30, 2012, 2011 and 2010, respectively, enough to cover its direct costs. The Advisor’s asset management affiliate, Richman Asset Management, Inc. (“RAM”) has agreed to reduce its administration and management fees (see Note 7) payable by the Partnership to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Partnership.

5.    Investment in Bond

The Partnership carried its investment in bond as available-for-sale because such investment was used to facilitate and provide flexibility for its obligations. Investment in bond was reflected in the accompanying balance sheet as of March 30, 2011 at estimated fair value and was classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1). The bond was called during fiscal 2012; accordingly, there is no accumulated other comprehensive income or loss associated with the Partnership’s investment in bond in the accompanying balance sheet as of March 30, 2012. The unrealized gain on investment in bond as of March 30, 2011 is reflected as a reclassification adjustment to accumulated other comprehensive income (loss) and other comprehensive income (loss) in the accompanying financial statements as of and for the year ended March 30, 2012. The Partnership’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.

As of March 30, 2011, certain information concerning investment in bond is as follows:

Description and maturity	Amortized cost		Gross  unrealized gain		Gross unrealized  loss		Estimated fair value
Corporate debt security
Called in fiscal 2012 (see above)	$	97,143	$	2,730	$	--	$	99,873

29

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships

The Partnership initially acquired a Local Partnership Interest in fifty Local Partnerships. As of March 30, 2012, the Partnership owns a Local Partnership Interest in the following Local Partnerships:

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

Although the Partnership generally owns a 98.9% to 99% Local Partnership Interest in the Local Partnerships, the Partnership American Tax Credit Properties L.P. ("ATCP"), a Delaware limited partnership whose general partner is an affiliate of the General Partner, together, in the aggregate, own a 99% Local Partnership Interest in Santa Juanita, whereby the Partnership owns 64.36%. 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% Local Partnership Interest in the following Local Partnerships:

	The
	Partnership			ATCP III
Batesville Family, L.P.		37.25	%		61.75	%
Bruce Housing Associates, L.P.		37.25			61.75
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

30

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

In connection with the initial purchase of fifty Local Partnership Interests, under the terms of the partnership agreement of each Local Partnership, as of March 30, 2012 the Partnership is committed to make capital contributions in the aggregate of $48,460,126, which includes Advances to certain Local Partnerships and all of which has been paid.

The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the “Compliance Period”). The Compliance Periods of all the Local Partnerships expired in a prior year. The rents of the Properties, certain of which receive project based rental subsidy payments pursuant to subsidy agreements, are subject to specific laws, regulations and agreements with federal and state agencies. The subsidies expire at various times. The Partnership cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs. Such changes could adversely affect the future net operating income and debt structure of the Local Partnerships receiving such subsidies. The rents of the Properties are controlled by federal and state agencies pursuant to applicable laws and regulations. As of December 31, 2011 the Local Partnerships have outstanding mortgage loans payable totaling approximately $42,628,000 and accrued interest payable on such loans totaling approximately $7,635,000, 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 $1,518,811, $1,436,078 and $1,883,141 for the years ended December 31, 2011, 2010 and 2009, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 6.

For the years ended March 30, 2012 and 2011, the investment in local partnerships activity consists of the following:

	2012			2011
Investment in local partnerships as of March 30, 2011 and 2010	$	761,205		$	954,550
Distributions from Local Partnerships		(235,263	)		(84,440	)
Distributions classified as other income		235,263			84,440
Equity in income (loss) of investment in local partnerships		434,043			(193,345	)
Investment in local partnerships as of March 30, 2012 and 2011	$	1,195,248		$	761,205

The differences between the Partnership’s investment in local partnerships as of March 30, 2012 and 2011 and the amounts reflected as the Partnership’s investment balance in the combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 herein Note 6 are as follows:

	2012			2011
Investment in local partnerships as of March 30 - Partnership	$	1,195,248		$	761,205
Carrying value adjustments (see Note 1)		5,265,014			5,265,014
Equity in income included herein Note 6 - Harborside		2,642,945			2,642,945
Distributions included herein Note 6 - Harborside		(3,917,439	)		(3,917,439	)
Investment in local partnerships as of December 31, 2011 and 2010 - Local Partnerships’ combined balance sheets	$	5,185,768		$	4,751,725

31

MERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

In March 2012, the Partnership assigned its Local Partnership Interest in Cityside Apartments, Phase II, L.P. (“Cityside II”) to an affiliate of one of the Local General Partners of Cityside II. Although the Partnership received no proceeds in connection with the assignment, the Partnership received $37,500 in May 2012 for distributions that were due to the Partnership under the terms of Cityside II’s partnership agreement. Such amount is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2012 and is included in other income from local partnerships in the accompanying statement of operations of the Partnership for the year then ended (see Note 1). One of the Local General Partners of Cityside II is an affiliate of the General Partner; such Local General Partner was not involved in the assignment. The Partnership’s investment balance in Cityside II, after cumulative equity losses and distributions, became zero during the year ended March 30, 2002.

In November 2010, Auburn Hills Townhouses Limited Partnership (“Auburn Hills”) sold its underlying Property to an affiliate of the Local General Partner of Auburn Hills, in connection with which the Partnership received $1,035,516; 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, 2011. Of such amount, $48,894 was received in May 2011 and is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2011. Auburn Hills recognized a gain of $2,569,745 in connection with the sale, which is included in gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2010 herein Note 6. Auburn Hills was subsequently dissolved. The Partnership’s investment balance in Auburn Hills, after cumulative equity losses and distributions, became zero during the year ended March 30, 2005.

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. Of the $401,940 noted above, the Partnership received $284,834 in May 2010 and the remaining $117,106 represents withholding tax paid by Harborside to the state in which the Harborside Property is located on behalf of the Partnership’s partners. Such amount is included in distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2011. In addition, the Local General Partner of Harborside established a $300,000 escrow pursuant to Harborside’s Purchase and Sale Contract to protect against potential obligations of Harborside to the buyer. Such escrow was released to the Partnership in December 2010 and 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, 2011. There may be additional proceeds after further resolution of Harborside’s accounts.  Harborside recognized a gain of $3,011,151 in connection with the sale, 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 and distributions, became zero during the year ended March 30, 2004.

Ann Ell Apartments Associates, Ltd. (“Ann Ell”) sold its underlying Property in March 2010; the Partnership received no proceeds in connection with the sale and Ann Ell was subsequently dissolved. However, upon final resolution of Ann Ell’s accounts, the Partnership received $4,926; 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, 2011. Ann Ell recognized a gain of $4,222,465 in connection with the sale, 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, 2010 herein Note 6. The Partnership made Advances to Ann Ell of $200,458 for the year ended March 30, 2010 to fund operating deficits. Cumulative Advances as of March 30, 2011 and 2010 are $806,324. The Partnership’s investment balance in Ann Ell, after cumulative equity losses and distributions, 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.

32

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

During the year ended December 31, 2009, Lakeside generated taxable income to the Partnership, resulting in $14,378 in withholding tax being paid by Lakeside to the state in which the Lakeside Property is located on behalf of the Partnership’s partners. Such amount is included in other income from local partnerships and distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2011.  The Partnership’s investment balance in Lakeside, after cumulative equity losses and distributions, became zero during the year ended March 30, 2002.

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 and distributions, became zero during the year ended March 30, 2001.

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 in connection with the sale, 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 and distributions, became zero during the year ended March 30, 2002.

In June 2012, the Partnership entered into a purchase agreement (the “Purchase Agreement”) to sell its Local Partnership Interest in Mirador del Toa to an affiliate of the Local General Partner of Mirador del Toa for $19,241. The Partnership received a non-refundable deposit of 20% of the purchase price. The Purchase Agreement is subject to the approval of Mirador del Toa’s mortgage lender and there can be no assurance that the Local Partnership Interest will be sold under the terms of the Purchase Agreement. The Partnership’s investment balance in Mirador del Toa, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.

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 $2,274,000 as of June 2012. 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 $55,000 as of June 2012. 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 and distributions, 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 2012 total approximately $8,766,000. The Local General Partner of Littleton represents that a lien holder has commenced a foreclosure action in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (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 $444,000 as of June 2012, which includes accrued interest, and that the City has sold certain of the tax liens to third parties. The Partnership’s investment balance in Littleton, after cumulative equity losses and distributions, became zero during the year ended March 30, 1999.

33

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

The Partnership’s investment in North Hills Farms represents more than 20% of the Partnership’s total assets as of March 30, 2012 and 2011 and the equity in income (loss) from the Partnership’s investment in North Hills Farms for the years ended March 30, 2012 and 2011 represents more than 20% of the Partnership’s net income for such years. 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, 2011 and 2010:

	2011		2010
Total assets	$	4,135,412	$	3,920,703
Total liabilities	$	2,875,158	$	3,098,877
Revenue	$	3,109,255	$	3,027,677
Net income (loss)	$	438,428	$	(195,299	)

The combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 and the combined statements of operations of the Local Partnerships for the years ended December 31, 2011, 2010 and 2009 are reflected on pages 35 and 36, respectively.

34

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

The combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 are as follows:

	2011			2010
ASSETS
Cash and cash equivalents	$	2,486,670		$	2,002,879
Rents receivable		340,209			325,900
Escrow deposits and reserves		3,768,714			3,761,660
Land		2,644,872			2,644,872
Buildings and improvements (net of accumulated depreciation of $66,309,783 and $63,312,097)		27,716,397			29,711,628
Intangible assets (net of accumulated amortization of $369,738 and $352,554)		211,327			228,511
Other assets		1,281,930			1,268,430
	$	38,450,119		$	39,943,880
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	2,284,590		$	2,175,249
Due to related parties		839,201			701,924
Mortgage loans		42,627,511			43,491,009
Notes payable		727,623			727,623
Accrued interest		7,634,933			7,306,726
Other liabilities		453,924			483,815
		54,567,782			54,886,346
Partners' equity (deficit)
American Tax Credit Properties II L.P.
Capital contributions, net of distributions		21,378,955			21,378,955
Cumulative loss		(16,193,187	)		(16,627,230	)
		5,185,768			4,751,725
General partners and other limited partners
Capital contributions, net of distributions		1,352,530			1,589,952
Cumulative loss		(22,655,961	)		(21,284,143	)
		(21,303,431	)		(19,694,191	)
		(16,117,663	)		(14,942,466	)
	$	38,450,119		$	39,943,880

35

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

6.    Investment in Local Partnerships (Continued)

The combined statements of operations of the Local Partnerships for the years ended December 31, 2011, 2010 and 2009 are as follows:

	2011			2010			2009
REVENUE
Rental	$	14,794,106		$	16,374,293		$	18,767,804
Interest and other		473,183			433,200			904,086
TOTAL REVENUE		15,267,289			16,807,493			19,671,890
EXPENSES
Administrative		3,352,234			3,501,854			4,790,373
Utilities		2,123,192			2,536,655			3,008,791
Operating and maintenance		4,001,827			4,573,633			5,042,543
Taxes and insurance		1,681,787			1,898,954			2,177,258
Financial		2,004,630			2,552,111			2,902,918
Depreciation and amortization		3,041,394			3,557,471			3,928,766
TOTAL EXPENSES		16,205,064			18,620,678			21,850,649
Loss from operations before gain on sale
of property		(937,775	)		(1,813,185	)		(2,178,759	)
Gain on sale of property		--			6,792,210			3,342,981
NET INCOME (LOSS)	$	(937,775	)	$	4,979,025		$	1,164,222
NET INCOME (LOSS) ATTRIBUTABLE TO
American Tax Credit Properties II L.P.*	$	434,043		$	987,602		$	2,315,878
General partners and other limited partners (includes Partnership loss in excess of investment of $1,518,811, $1,436,078 and $1,883,141 and specially allocated income of $350,422, $5,499,181 and $831,500)		(1,371,818	)		3,991,423			(1,151,656	)
	$	(937,775	)	$	4,979,025		$	1,164,222

*The amounts allocated to the Partnership for 2010 and 2009 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, 2010 and 2009 were $193,345 and $327,068, respectively.

36

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

7.    Transactions with General Partner and Affiliates

Pursuant to the terms of 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 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 Management Fees of $123,341, $162,200 and $137,487 for the years ended March 30, 2012, 2011 and 2010, respectively. The annual Additional Management Fee is equal to .06% of Invested Assets. The Partnership incurred Additional Management Fees of $52,861, $69,514 and $58,923 for the years ended March 30, 2012, 2011 and 2010, 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 $83,270 and $107,068 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, 2012 and 2011, 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 Administration Fees of $123,341, $162,201 and $137,487 for the years ended March 30, 2012, 2011 and 2010, 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 Additional Administration Fees of $52,861, $69,514 and $58,923 for the years ended March 30, 2012, 2011 and 2010, 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 were 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 $63,984 and $104,535 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, 2012 and 2011, respectively.

The amount reflected above as paid to MLFA during the year ended March 30, 2010 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, 2011, 2010 and 2009, 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:

	2011				2010				2009
	Paid		Incurred		Paid		Incurred		Paid		Incurred
Property management fees	$	76,243	$	73,987	$	76,750	$	76,765	$	89,389	$	99,840

37

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

8.    Taxable Income (Loss)

A reconciliation of the financial statement net income of the Partnership for the years ended March 30, 2012, 2011 and 2010 to the tax return income (loss) for the years ended December 31, 2011, 2010 and 2009 is as follows:

	2012			2011			2010
Financial statement net income for the years ended March 30, 2012, 2011 and 2010	$	199,071		$	591,711		$	2,796,971
Add (less) net transactions occurring between
January 1, 2009 to March 30, 2009		--			--			(168,260	)
January 1, 2010 to March 30, 2010		--			268,093			(268,093	)
January 1, 2011 to March 30, 2011		(140,528	)		140,528			--
January 1, 2012 to March 30, 2012		84,527			--			--
Adjusted financial statement net income for the years ended December 31, 2011, 2010 and 2009		143,070			1,000,332			2,360,618
Adjustment to Management Fees and Administration Fees pursuant to Internal Revenue Code Section 267		(76,623	)		(708,795	)		(433,916	)
Differences arising from gain on sale of limited partner interests/local partnership properties		(48,894	)		3,154,811			1,673,027
Differences arising from equity in income (loss) of investment in local partnerships		(761,703	)		(1,717,958	)		(1,737,104	)
Nondeductible flow through expenses		8,621			52			83
Nondeductible expenses		8,852			--			--
Under accrued expenses		94,496			--			--
Other income from local partnerships		(194,038	)		(84,520	)		(37,407	)
Other differences		(3,130	)		1,791			(543	)
Tax return income (loss) for the years ended December 31, 2011, 2010 and 2009	$	(829,349	)	$	1,645,713		$	1,824,758

The differences between the investment in local partnerships for tax and financial reporting purposes as of December 31, 2011 and 2010 are as follows:

	2011			2010
Investment in local partnerships - financial reporting	$	1,195,248		$	761,205
Investment in local partnerships - tax		(16,434,352	)		(15,912,654	)
	$	17,629,600		$	16,673,859

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

38

AMERICAN TAX CREDIT PROPERTIES II L.P.

NOTES TO FINANCIAL STATEMENTS - CONTINUED

MARCH 30, 2012, 2011 AND 2010

9.    Fair Value of Financial Instruments

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

Cash and cash equivalents

The carrying amount approximates fair value.

Interest Receivable

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

The estimated fair values of the Partnership’s other financial instruments as of March 30, 2012 and 2011 are disclosed elsewhere in the notes to the financial statements.

39

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, 2012. 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, 2012.

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, 2012.

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 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, 2012 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

Item 9B.    Other Information.

None.

40

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:

	Served in present
Name	capacity since1	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

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

Richard Paul Richman, age 64, 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 a general partner of Secured Income L.P., the sole 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 sole 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 sole 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 51, 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 51, 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 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 56, 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 50, is the Assistant Treasurer of Richman Tax Credits and is the Assistant Treasurer of Richman Group. Mr. Krafnick, a Certified Public Accountant, 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.

41

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, 2012 or during the prior two fiscal years. During the year ended March 30, 2012 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 Notes 4 and 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 5,698 Units, representing approximately 10.22% of all such Units. As of June 4, 2012, 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 Notes 4 and 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, 2013.

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, 2012 and 2011.

42

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, 2012 and 2011:

	2012		2011
Audit Fees	$	47,250	$	47,250
Audit-Related Fees		--		--
Tax Fees	$	15,750	$	16,375
All Other Fees		--		--

Audit fees consist of fees for the annual audit and review of Registrant’s interim financial statements 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 2012 and 2011.

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 2012 and 2011 principal accountant fees and services.

43

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.

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

(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)

44

		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

45

		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)

46

		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)

47

		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)

48

		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

49

		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.

50

		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)

51

		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 artnership 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)

101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*

*Filed herewith.

*The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

(b) Exhibits

See (a)(3) above.

(c) Financial Statement Schedules

See (a)(2) above.

51

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 27, 2012	/s/David Salzman
	David Salzman
	Chief Executive Officer
Dated:  June 27, 2012	/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 27, 2012
(David Salzman)	partner of the General Partner
/s/James Hussey	Chief Financial Officer of the general	June 27, 2012
(James Hussey)	partner of the General Partner
/s/Richard Paul Richman	Sole Director of the general partner of the	June 27, 2012
(Richard Paul Richman)	General Partner

52

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David Salzman, certify that:

1. I have reviewed this annual report on Form 10-K of American Tax Credit Properties II L.P. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  June 27, 2012	/s/David Salzman
	David Salzman
	Chief Executive Officer of Richman Tax Credits Inc., general partner of Richman Tax Credit Properties II L.P., general partner of the registrant

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, James Hussey, certify that:

1. I have reviewed this annual report on Form 10-K of American Tax Credit Properties II L.P. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  June 27, 2012	/s/James Hussey
	James Hussey
	Chief Financial Officer of Richman Tax
	Credits Inc., general partner of Richman
	Tax Credit Properties II L.P., general
	partner of the registrant

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Tax Credit Properties II L.P. (the “Registrant”) on Form 10-K for the year ended March 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Salzman, Chief Executive Officer of Richman Tax Credits Inc., general partner of Richman Tax Credit Properties II L.P., general partner of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/David Salzman                                

David Salzman

Chief Executive Officer of Richman Tax

Credits Inc., general partner of Richman

Tax Credit Properties II L.P., general

partner of the Registrant

June 27, 2012

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Tax Credit Properties II L.P. (the “Registrant”) on Form 10-K for the year ended March 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Hussey, Chief Financial Officer of  Richman Tax Credits Inc., general partner of Richman Tax Credit Properties II L.P., general partner of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/James Hussey

James Hussey

Chief Financial Officer of Richman Tax

Credits Inc., general partner of Richman

Tax Credit Properties II L.P., general

partner of the Registrant

June 27, 2012

XML

Organization, Consolidation and Presentation of Financial Statements

12 Months Ended

Mar. 30, 2012

Organization, Consolidation and Presentation of Financial Statements:

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies

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 housing tax credit in accordance with Section 42 of the Internal Revenue Code (the “Low-income Housing 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.  Such interests were acquired in 1989 and 1990. 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.

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810; Subtopic 10, 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”). In addition, the Local Partnerships’ partnership agreements grant the Local General Partners the power to direct the activities that most significantly impact the Local Partnerships’ economic success.

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.

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.

Fair Value Measurements

ASC Topic 820 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.

Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick Fund (”Pemberwick”), an investment grade institutional short duration bond fund, at estimated fair value. Realized capital gains (losses) are included in (offset against) interest revenue. Investment in Pemberwick is classified as available-for-sale and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners' equity (deficit).

Investment in Bond

Investment in bond was classified as available-for-sale and represented an investment that the Partnership intended to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell such investment would have been based on various factors, including significant movements in interest rates and liquidity needs. Investment in bond was carried at estimated fair value and unrealized gains (losses) are included as items of comprehensive income (loss) and are reported as a separate component of partners’ equity (deficit).

The premium on investment in bond was amortized using the effective yield method over the duration of the Partnership’s investment. The amortized premium offsets interest revenue. Realized gain (loss) on redemption or sale of investment in bond is included in, or offset against, interest revenue on the basis of the adjusted cost of the investment at the date of redemption or sale.

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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.

Reclassifications

Certain prior year balances have been reclassified to conform to the current year presentation.

XML

STATEMENTS OF CASH FLOWS - CONTINUED (USD $)	12 Months Ended
	Mar. 30, 2012	Mar. 30, 2011	Mar. 30, 2010
Net income	$ 199,071	$ 591,711	$ 2,796,971
Equity in loss (income) of investment in local partnerships	(434,043)	193,345	327,068
Gain on sale of limited partner interests/local partnership properties		(1,340,442)	(3,664,269)
Other income from local partnerships	(235,263)	(84,520)	(29,714)
Accrued interest purchased at date of investment in bond		1,750
Amortization of premium on investment in bond	1,229	2,047
Loss on redemption of investment in bond	4,914
Decrease (increase) in interest receivable	123	(123)
Increase (decrease) in accounts payable and accrued expenses	(84,241)	66,541	(338,355)
Decrease in payable to general partner and affiliates	(64,349)	(718,904)	(32,949)
NET CASH USED IN OPERATING ACTIVITIES	$ (612,559)	$ (1,288,595)	$ (941,248)

XML

BALANCE SHEETS (USD $)	Mar. 30, 2012	Mar. 30, 2011
Cash and cash equivalents	$ 31,046	$ 280,505
Investment in Pemberwick Fund - a short duration bond fund	3,113,846	3,176,944
Investment in bond		99,873
Total cash and liquid investments	3,144,892	3,557,322
Due from local partnerships	37,500	48,894
Interest receivable		123
Investment in local partnerships	1,195,248	761,205
Total assets	4,377,640	4,367,544
Accounts payable and accrued expenses	75,632	159,873
Payable to general partner and affiliates	147,254	211,603
Total liabilities	222,886	371,476
Commitments and contingencies
General partner	(451,263)	(453,254)
Limited partners (55,746 units of limited partnership interest outstanding)	4,602,072	4,404,992
Accumulated other comprehensive income	3,945	44,330
Total equity	4,154,754	3,996,068
Total liabilities & equity	$ 4,377,640	$ 4,367,544

XML

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT) (USD $)	General Partner	Limited Partners	Accumulated Other Comprehensive Income (Loss)	Total
Partners' equity (deficit) at Mar. 30, 2009	$ (485,826)	$ 1,180,366		$ 694,540
Net income	27,970	2,769,001		2,796,971
Partners' equity (deficit) at Mar. 30, 2010	(457,856)	3,949,367		3,491,511
Net income	5,917	585,794		591,711
Distributions to partners	(1,315)	(130,169)		(131,484)
Other comprehensive income (loss) - Pemberwick Fund			41,600	41,600
Other comprehensive income - investment in bond			2,730	2,730
Partners' equity (deficit) at Mar. 30, 2011	(453,254)	4,404,992	44,330	3,996,068
Net income	1,991	197,080		199,071
Other comprehensive income (loss) - Pemberwick Fund			(37,655)	(37,655)
Reclassification of unrealized gain on investment in bond			(2,730)	(2,730)
Partners' equity (deficit) at Mar. 30, 2012	$ (451,263)	$ (4,602,072)	$ 3,945	$ 4,154,754

XML

STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Mar. 30, 2012	Mar. 30, 2011	Mar. 30, 2010
Interest received	$ 50,382	$ 50,123	$ 2,921
Cash paid for administration fees	(216,753)	(726,519)	(375,769)
Cash paid for management fees	(200,000)	(455,814)	(394,665)
Cash paid for professional fees	(83,670)	(84,787)	(107,893)
Cash paid for State of New Jersey filing fee	(128,143)	(37,954)	(40,616)
Cash paid for printing, postage and other expenses	(34,375)	(33,644)	(25,226)
Net cash used in operating activities	(612,559)	(1,288,595)	(941,248)
Investments in Pemberwick Fund	(45,065)	(368,890)	(2,867,755)
Redemptions from Pemberwick Fund	70,508	99,602	1,699
Investments in bond		(100,940)
Distributions received from local partnerships	197,763	84,520	29,714
Proceeds in connection with sale of limited partner interests/local partnership properties	48,894	1,693,488	3,262,329
Proceeds from redemption of investment in bond	91,000
Voluntary advances to local partnerships			(200,458)
Net cash provided by investing activities	363,100	1,407,780	225,529
Distributions to partners		(131,484)
Net cash used in financing activities		(131,484)
Net decrease in cash and cash equivalents	(249,459)	(12,299)	(715,719)
Cash and cash equivalents at beginning of year	280,505	292,804	1,008,523
CASH AND CASH EQUIVALENTS AT END OF YEAR	31,046	280,505	292,804
Unrealized gain (loss) on investment in Pemberwick Fund	(37,655)	41,600
Unrealized gain on investment in bond		2,730
Increase in due from local partnerships	$ 37,500	$ 48,894	$ 401,940

XML

BALANCE SHEETS PARENTHETICAL	Mar. 30, 2012	Mar. 30, 2011
Units of limited partnership interest outstanding	55,746	55,746

XML

Fair Value of Financial Instruments

12 Months Ended

Mar. 30, 2012

Fair Value of Financial Instruments

Fair Value Disclosures

9.    Fair Value of Financial Instruments

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

Cash and cash equivalents

The carrying amount approximates fair value.

Interest Receivable

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

The estimated fair values of the Partnership’s other financial instruments as of March 30, 2012 and 2011 are disclosed elsewhere in the notes to the financial statements.

XML

Document and Entity Information (USD $)	12 Months Ended
	Mar. 30, 2012	Jun. 27, 2012
Document and Entity Information
Entity Registrant Name	AMERICAN TAX CREDIT PROPERTIES II L P
Document Type	10-K
Document Period End Date	Mar. 30, 2012
Amendment Flag	false
Entity Central Index Key	0000842314
Current Fiscal Year End Date	--03-30
Entity Common Stock, Shares Outstanding		55,746
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Entity Public Float	$ 0

XML

STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Mar. 30, 2012	Mar. 30, 2011	Mar. 30, 2010
Interest	$ 44,116	$ 46,449	$ 2,921
Other income from local partnerships	235,263	84,520	29,714
TOTAL REVENUE	279,379	130,969	32,635
Administration fees - affiliate	176,202	231,715	196,410
Management fees - affiliate	176,202	231,714	196,410
Professional fees	80,813	77,329	100,150
State of New Jersey filing fee	51,637	112,641	52,905
Printing, postage and other	29,497	32,956	26,990
TOTAL EXPENSES	514,351	686,355	572,865
LOSS PRIOR TO EQUITY IN INCOME (LOSS) OF INVESTMENT IN LOCAL PARTNERSHIPS AND GAIN ON SALE OF LIMITED PARTNER INTERESTS/LOCAL PARTNERSHIP PROPERTIES	(234,972)	(555,386)	(540,230)
Equity in income (loss) of investment in local partnerships	434,043	(193,345)	(327,068)
Income (loss) prior to gain on sale of limited partner interests/local partnership properties	199,071	(748,731)	(867,298)
Gain on sale of limited partner interests/local partnership properties		1,340,442	3,664,269
NET INCOME	199,071	591,711	2,796,971
General partner net income	1,991	5,917	27,970
Limited partners net income	$ 197,080	$ 585,794	$ 2,769,001
NET INCOME per unit of limited partnership interest (55,746 units of limited partnership interest)	$ 3.54	$ 10.51	$ 49.67

XML

Investment in Pemberwick Fund

12 Months Ended

Mar. 30, 2012

Investment in Pemberwick Fund

Investment in Pemberwick Fund

4.    Investment in Pemberwick Fund

The Partnership carries its investment in Pemberwick, an investment grade institutional short duration bond fund, at estimated fair value. Pemberwick was organized in February 2010 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 a portfolio of securities for Pemberwick, the investment advisor of Pemberwick (the “Advisor”) will select investments so that Pemberwick’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 commercial paper rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor, or securities issued by banking institutions operating in the United States having assets in excess of $200 billion. Approximately 90% or more of Pemberwick’s assets will either be invested in securities rated AA or better (if commercial paper rated in the highest category) by a NRSRO or in securities of banking institutions operating in the United States and having assets in excess of $200 billion.

The weighted average duration of Pemberwick’s assets is approximately 1.86 years as of March 30, 2012. Redemptions from Pemberwick are immediately liquid and unrestricted. Pemberwick’s net asset value (“NAV”) is $10.02 and $10.14 per share as of March 30, 2012 and 2011, respectively. The Partnership’s investment in Pemberwick as of March 30, 2012 and 2011 is $3,113,846 and $3,176,944, respectively. An unrealized gain of $3,945 as of March 30, 2012 is reflected as accumulated other comprehensive income in the accompanying balance sheet as of March 30, 2012. The Partnership has earned $84,238 of interest revenue from its investment in Pemberwick as of March 30, 2012. The fair value of the Partnership’s investment in Pemberwick is classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1).

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 Pemberwick. The Advisor may, in its discretion, voluntarily waive its fees or reimburse certain Pemberwick expenses; however, the Advisor is not required to do so. The Advisor has waived 70% of its fee earned since Pemberwick’s inception and earned $5,087, $4,863 and $431 in connection with the Partnership’s investment in Pemberwick for the years ended March 30, 2012, 2011 and 2010, respectively, enough to cover its direct costs. The Advisor’s asset management affiliate, Richman Asset Management, Inc. (“RAM”) has agreed to reduce its administration and management fees (see Note 7) payable by the Partnership to the extent any fee of the Advisor payable by Pemberwick would be duplicative of any profit that RAM would receive from the Partnership.

XML

Cash and Cash Equivalents

12 Months Ended

Mar. 30, 2012

Cash and Cash Equivalents:

Cash and Cash Equivalents Disclosure

3.    Cash and Cash Equivalents

As of March 30, 2012, the Partnership has $31,046 in cash and cash equivalents. Of such amount, $30,766 is held in accounts at two financial institutions in which all non-interest bearing transaction accounts are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) and the aggregate of all other accounts at each institution is insured up to $250,000 by the FDIC. The entire amount is FDIC insured as of March 30, 2012. The remaining $280 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.

XML

Transactions with General Partner and Affiliates

12 Months Ended

Mar. 30, 2012

Transactions with General Partner and Affiliates

Related Party Transactions Disclosure

7.    Transactions with General Partner and Affiliates

Pursuant to the terms of 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 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 Management Fees of $123,341, $162,200 and $137,487 for the years ended March 30, 2012, 2011 and 2010, respectively. The annual Additional Management Fee is equal to .06% of Invested Assets. The Partnership incurred Additional Management Fees of $52,861, $69,514 and $58,923 for the years ended March 30, 2012, 2011 and 2010, 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 $83,270 and $107,068 are included in payable to general partner and affiliates in the accompanying balance sheets as of March 30, 2012 and 2011, 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 Administration Fees of $123,341, $162,201 and $137,487 for the years ended March 30, 2012, 2011 and 2010, 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 Additional Administration Fees of $52,861, $69,514 and $58,923 for the years ended March 30, 2012, 2011 and 2010, 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 were 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 $63,984 and $104,535 are included in due to general partner and affiliates in the accompanying balance sheets as of March 30, 2012 and 2011, respectively.

The amount reflected above as paid to MLFA during the year ended March 30, 2010 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, 2011, 2010 and 2009, 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:

	2011				2010				2009
	Paid		Incurred		Paid		Incurred		Paid		Incurred
Property management fees	$	76,243	$	73,987	$	76,750	$	76,765	$	89,389	$	99,840

XML

Investment in Bond

12 Months Ended

Mar. 30, 2012

Investment in Bond

Investment in Bond

5.    Investment in Bond

The Partnership carried its investment in bond as available-for-sale because such investment was used to facilitate and provide flexibility for its obligations. Investment in bond was reflected in the accompanying balance sheet as of March 30, 2011 at estimated fair value and was classified within Level 1 of the fair value hierarchy of the guidance on Fair Value Measurements (see Note 1). The bond was called during fiscal 2012; accordingly, there is no accumulated other comprehensive income or loss associated with the Partnership’s investment in bond in the accompanying balance sheet as of March 30, 2012. The unrealized gain on investment in bond as of March 30, 2011 is reflected as a reclassification adjustment to accumulated other comprehensive income (loss) and other comprehensive income (loss) in the accompanying financial statements as of and for the year ended March 30, 2012. The Partnership’s cumulative annualized return on the bond for the sixteen month holding period totaled approximately 2.94%.

As of March 30, 2011, certain information concerning investment in bond is as follows:

Description and maturity	Amortized cost		Gross  unrealized gain		Gross unrealized  loss		Estimated fair value
Corporate debt security
Called in fiscal 2012 (see above)	$	97,143	$	2,730	$	--	$	99,873

XML

Investment in Local Partnerships

12 Months Ended

Mar. 30, 2012

Investments in and Advances to Affiliates

Investments in and Advances to Affiliates, Schedule of Investments

6.    Investment in Local Partnerships

The Partnership initially acquired a Local Partnership Interest in fifty Local Partnerships. As of March 30, 2012, the Partnership owns a Local Partnership Interest in the following Local Partnerships:

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

Although the Partnership generally owns a 98.9% to 99% Local Partnership Interest in the Local Partnerships, the Partnership American Tax Credit Properties L.P. ("ATCP"), a Delaware limited partnership whose general partner is an affiliate of the General Partner, together, in the aggregate, own a 99% Local Partnership Interest in Santa Juanita, whereby the Partnership owns 64.36%. 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% Local Partnership Interest in the following Local Partnerships:

	The
	Partnership			ATCP III
Batesville Family, L.P.		37.25	%		61.75	%
Bruce Housing Associates, L.P.		37.25			61.75
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

In connection with the initial purchase of fifty Local Partnership Interests, under the terms of the partnership agreement of each Local Partnership, as of March 30, 2012 the Partnership is committed to make capital contributions in the aggregate of $48,460,126, which includes Advances to certain Local Partnerships and all of which has been paid.

The remaining Properties are principally comprised of subsidized and leveraged low-income multifamily residential complexes located throughout the United States and in Puerto Rico. The required holding period of each Property, in order to avoid Low-income Housing Tax Credit recapture, is fifteen years from the year in which the Low-income Housing Tax Credits commence on the last building of the Property (the “Compliance Period”). The Compliance Periods of all the Local Partnerships expired in a prior year. The rents of the Properties, certain of which receive project based rental subsidy payments pursuant to subsidy agreements, are subject to specific laws, regulations and agreements with federal and state agencies. The subsidies expire at various times. The Partnership cannot reasonably predict legislative initiatives and governmental budget negotiations, the outcome of which could result in a reduction in funds available for the various federal and state administered housing programs. Such changes could adversely affect the future net operating income and debt structure of the Local Partnerships receiving such subsidies. The rents of the Properties are controlled by federal and state agencies pursuant to applicable laws and regulations. As of December 31, 2011 the Local Partnerships have outstanding mortgage loans payable totaling approximately $42,628,000 and accrued interest payable on such loans totaling approximately $7,635,000, 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 $1,518,811, $1,436,078 and $1,883,141 for the years ended December 31, 2011, 2010 and 2009, respectively, as reflected in the combined statements of operations of the Local Partnerships herein Note 6.

For the years ended March 30, 2012 and 2011, the investment in local partnerships activity consists of the following:

	2012			2011
Investment in local partnerships as of March 30, 2011 and 2010	$	761,205		$	954,550
Distributions from Local Partnerships		(235,263	)		(84,440	)
Distributions classified as other income		235,263			84,440
Equity in income (loss) of investment in local partnerships		434,043			(193,345	)
Investment in local partnerships as of March 30, 2012 and 2011	$	1,195,248		$	761,205

The differences between the Partnership’s investment in local partnerships as of March 30, 2012 and 2011 and the amounts reflected as the Partnership’s investment balance in the combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 herein Note 6 are as follows:

	2012			2011
Investment in local partnerships as of March 30 - Partnership	$	1,195,248		$	761,205
Carrying value adjustments (see Note 1)		5,265,014			5,265,014
Equity in income included herein Note 6 - Harborside		2,642,945			2,642,945
Distributions included herein Note 6 - Harborside		(3,917,439	)		(3,917,439	)
Investment in local partnerships as of December 31, 2011 and 2010 - Local Partnerships’ combined balance sheets	$	5,185,768		$	4,751,725

In March 2012, the Partnership assigned its Local Partnership Interest in Cityside Apartments, Phase II, L.P. (“Cityside II”) to an affiliate of one of the Local General Partners of Cityside II. Although the Partnership received no proceeds in connection with the assignment, the Partnership received $37,500 in May 2012 for distributions that were due to the Partnership under the terms of Cityside II’s partnership agreement. Such amount is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2012 and is included in other income from local partnerships in the accompanying statement of operations of the Partnership for the year then ended (see Note 1). One of the Local General Partners of Cityside II is an affiliate of the General Partner; such Local General Partner was not involved in the assignment. The Partnership’s investment balance in Cityside II, after cumulative equity losses and distributions, became zero during the year ended March 30, 2002.

In November 2010, Auburn Hills Townhouses Limited Partnership (“Auburn Hills”) sold its underlying Property to an affiliate of the Local General Partner of Auburn Hills, in connection with which the Partnership received $1,035,516; 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, 2011. Of such amount, $48,894 was received in May 2011 and is reflected as due from local partnerships in the accompanying balance sheet of the Partnership as of March 30, 2011. Auburn Hills recognized a gain of $2,569,745 in connection with the sale, which is included in gain on sale of property in the combined statement of operations of the Local Partnerships for the year ended December 31, 2010 herein Note 6. Auburn Hills was subsequently dissolved. The Partnership’s investment balance in Auburn Hills, after cumulative equity losses and distributions, became zero during the year ended March 30, 2005.

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. Of the $401,940 noted above, the Partnership received $284,834 in May 2010 and the remaining $117,106 represents withholding tax paid by Harborside to the state in which the Harborside Property is located on behalf of the Partnership’s partners. Such amount is included in distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2011. In addition, the Local General Partner of Harborside established a $300,000 escrow pursuant to Harborside’s Purchase and Sale Contract to protect against potential obligations of Harborside to the buyer. Such escrow was released to the Partnership in December 2010 and 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, 2011. There may be additional proceeds after further resolution of Harborside’s accounts.  Harborside recognized a gain of $3,011,151 in connection with the sale, 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 and distributions, became zero during the year ended March 30, 2004.

Ann Ell Apartments Associates, Ltd. (“Ann Ell”) sold its underlying Property in March 2010; the Partnership received no proceeds in connection with the sale and Ann Ell was subsequently dissolved. However, upon final resolution of Ann Ell’s accounts, the Partnership received $4,926; 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, 2011. Ann Ell recognized a gain of $4,222,465 in connection with the sale, 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, 2010 herein Note 6. The Partnership made Advances to Ann Ell of $200,458 for the year ended March 30, 2010 to fund operating deficits. Cumulative Advances as of March 30, 2011 and 2010 are $806,324. The Partnership’s investment balance in Ann Ell, after cumulative equity losses and distributions, 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.

During the year ended December 31, 2009, Lakeside generated taxable income to the Partnership, resulting in $14,378 in withholding tax being paid by Lakeside to the state in which the Lakeside Property is located on behalf of the Partnership’s partners. Such amount is included in other income from local partnerships and distributions to partners in the accompanying financial statements of the Partnership as of and for the year ended March 30, 2011.  The Partnership’s investment balance in Lakeside, after cumulative equity losses and distributions, became zero during the year ended March 30, 2002.

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 and distributions, became zero during the year ended March 30, 2001.

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 in connection with the sale, 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 and distributions, became zero during the year ended March 30, 2002.

In June 2012, the Partnership entered into a purchase agreement (the “Purchase Agreement”) to sell its Local Partnership Interest in Mirador del Toa to an affiliate of the Local General Partner of Mirador del Toa for $19,241. The Partnership received a non-refundable deposit of 20% of the purchase price. The Purchase Agreement is subject to the approval of Mirador del Toa’s mortgage lender and there can be no assurance that the Local Partnership Interest will be sold under the terms of the Purchase Agreement. The Partnership’s investment balance in Mirador del Toa, after cumulative equity losses and distributions, became zero during the year ended March 30, 1996.

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 $2,274,000 as of June 2012. 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 $55,000 as of June 2012. 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 and distributions, 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 2012 total approximately $8,766,000. The Local General Partner of Littleton represents that a lien holder has commenced a foreclosure action in connection with delinquent real estate taxes (see discussion below) but that neither lender has issued a notice of default related to the mortgages and that negotiations are ongoing in an effort to refinance. The real estate tax abatement on the Property expired in June 2007; the City of Newark (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 $444,000 as of June 2012, which includes accrued interest, and that the City has sold certain of the tax liens to third parties. The Partnership’s investment balance in Littleton, after cumulative equity losses and distributions, became zero during the year ended March 30, 1999.

The Partnership’s investment in North Hills Farms represents more than 20% of the Partnership’s total assets as of March 30, 2012 and 2011 and the equity in income (loss) from the Partnership’s investment in North Hills Farms for the years ended March 30, 2012 and 2011 represents more than 20% of the Partnership’s net income for such years. 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, 2011 and 2010:

	2011		2010
Total assets	$	4,135,412	$	3,920,703
Total liabilities	$	2,875,158	$	3,098,877
Revenue	$	3,109,255	$	3,027,677
Net income (loss)	$	438,428	$	(195,299	)

The combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 and the combined statements of operations of the Local Partnerships for the years ended December 31, 2011, 2010 and 2009 are reflected on pages 35 and 36, respectively.

The combined balance sheets of the Local Partnerships as of December 31, 2011 and 2010 are as follows:

	2011			2010
ASSETS
Cash and cash equivalents	$	2,486,670		$	2,002,879
Rents receivable		340,209			325,900
Escrow deposits and reserves		3,768,714			3,761,660
Land		2,644,872			2,644,872
Buildings and improvements (net of accumulated depreciation of $66,309,783 and $63,312,097)		27,716,397			29,711,628
Intangible assets (net of accumulated amortization of $369,738 and $352,554)		211,327			228,511
Other assets		1,281,930			1,268,430
	$	38,450,119		$	39,943,880
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued expenses	$	2,284,590		$	2,175,249
Due to related parties		839,201			701,924
Mortgage loans		42,627,511			43,491,009
Notes payable		727,623			727,623
Accrued interest		7,634,933			7,306,726
Other liabilities		453,924			483,815
		54,567,782			54,886,346
Partners' equity (deficit)
American Tax Credit Properties II L.P.
Capital contributions, net of distributions		21,378,955			21,378,955
Cumulative loss		(16,193,187	)		(16,627,230	)
		5,185,768			4,751,725
General partners and other limited partners
Capital contributions, net of distributions		1,352,530			1,589,952
Cumulative loss		(22,655,961	)		(21,284,143	)
		(21,303,431	)		(19,694,191	)
		(16,117,663	)		(14,942,466	)
	$	38,450,119		$	39,943,880

The combined statements of operations of the Local Partnerships for the years ended December 31, 2011, 2010 and 2009 are as follows:

	2011			2010			2009
REVENUE
Rental	$	14,794,106		$	16,374,293		$	18,767,804
Interest and other		473,183			433,200			904,086
TOTAL REVENUE		15,267,289			16,807,493			19,671,890
EXPENSES
Administrative		3,352,234			3,501,854			4,790,373
Utilities		2,123,192			2,536,655			3,008,791
Operating and maintenance		4,001,827			4,573,633			5,042,543
Taxes and insurance		1,681,787			1,898,954			2,177,258
Financial		2,004,630			2,552,111			2,902,918
Depreciation and amortization		3,041,394			3,557,471			3,928,766
TOTAL EXPENSES		16,205,064			18,620,678			21,850,649
Loss from operations before gain on sale
of property		(937,775	)		(1,813,185	)		(2,178,759	)
Gain on sale of property		--			6,792,210			3,342,981
NET INCOME (LOSS)	$	(937,775	)	$	4,979,025		$	1,164,222
NET INCOME (LOSS) ATTRIBUTABLE TO
American Tax Credit Properties II L.P.*	$	434,043		$	987,602		$	2,315,878
General partners and other limited partners (includes Partnership loss in excess of investment of $1,518,811, $1,436,078 and $1,883,141 and specially allocated income of $350,422, $5,499,181 and $831,500)		(1,371,818	)		3,991,423			(1,151,656	)
	$	(937,775	)	$	4,979,025		$	1,164,222

*The amounts allocated to the Partnership for 2010 and 2009 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, 2010 and 2009 were $193,345 and $327,068, respectively.

XML

Taxable Income (Loss)

12 Months Ended

Mar. 30, 2012

Taxable Income (Loss)

Income Tax Disclosure

8.    Taxable Income (Loss)

A reconciliation of the financial statement net income of the Partnership for the years ended March 30, 2012, 2011 and 2010 to the tax return income (loss) for the years ended December 31, 2011, 2010 and 2009 is as follows:

	2012			2011			2010
Financial statement net income for the years ended March 30, 2012, 2011 and 2010	$	199,071		$	591,711		$	2,796,971
Add (less) net transactions occurring between
January 1, 2009 to March 30, 2009		--			--			(168,260	)
January 1, 2010 to March 30, 2010		--			268,093			(268,093	)
January 1, 2011 to March 30, 2011		(140,528	)		140,528			--
January 1, 2012 to March 30, 2012		84,527			--			--
Adjusted financial statement net income for the years ended December 31, 2011, 2010 and 2009		143,070			1,000,332			2,360,618
Adjustment to Management Fees and Administration Fees pursuant to Internal Revenue Code Section 267		(76,623	)		(708,795	)		(433,916	)
Differences arising from gain on sale of limited partner interests/local partnership properties		(48,894	)		3,154,811			1,673,027
Differences arising from equity in income (loss) of investment in local partnerships		(761,703	)		(1,717,958	)		(1,737,104	)
Nondeductible flow through expenses		8,621			52			83
Nondeductible expenses		8,852			--			--
Under accrued expenses		94,496			--			--
Other income from local partnerships		(194,038	)		(84,520	)		(37,407	)
Other differences		(3,130	)		1,791			(543	)
Tax return income (loss) for the years ended December 31, 2011, 2010 and 2009	$	(829,349	)	$	1,645,713		$	1,824,758

The differences between the investment in local partnerships for tax and financial reporting purposes as of December 31, 2011 and 2010 are as follows:

	2011			2010
Investment in local partnerships - financial reporting	$	1,195,248		$	761,205
Investment in local partnerships - tax		(16,434,352	)		(15,912,654	)
	$	17,629,600		$	16,673,859

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

XML

STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $)	12 Months Ended
	Mar. 30, 2012	Mar. 30, 2011	Mar. 30, 2010
NET INCOME	$ 199,071	$ 591,711	$ 2,796,971
Other comprehensive income (loss) - Pemberwick Fund	(37,655)	41,600
Other comprehensive income - investment in bond		2,730
Reclassification of unrealized gain on investment in bond	(2,730)
COMPREHENSIVE INCOME	$ 158,686	$ 636,041	$ 2,796,971

XML

Capital Contributions

12 Months Ended

Mar. 30, 2012

Capital Contributions

Partners' Capital Notes Disclosure

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.