UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                            FORM 10-K

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

For the year ended            December 31, 1996

Commission file Number        000-14422

             RIVERCHASE INVESTORS I, LTD.
(Exact name of registrant as specified in its charter.)

    Florida                           64-0712672

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

2101 6th Avenue North, STE 750,
Birmingham, AL                               35203-2764
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:
(205) 250-8700

Securities registered pursuant to section 12(b) of the Act:
                                      None
                                (Title of Class)

Securities registered pursuant to section 12(g) of the Act:
                                      None
                                (Title of Class)

Indicate by check mark whether the  registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                         YES [X]        NO [ ]


Documents Incorporated by Reference in Part I, II, III, and IV:

Portions of the prospectus of Registrant,  dated May 30, 1985, as filed with the
Securities and Exchange  Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended,  are incorporated by reference in Parts I, II, III, and
IV of this Annual report on Form 10-K.

Number of Units of the Registrant's Limited Partnership
Units of Ownership outstanding as of December 31, 1996: 11,052.


<TABLE>

                             FORM 10-K ANNUAL REPORT
                      TWELVE MONTHS ENDED DECEMBER 31, 1996
                          RIVERCHASE INVESTORS I, LTD.
                                TABLE OF CONTENTS

<S>               <C>         <C>
PART I

                  Item  1.    Business . . . . . . . . . . . .
                  Item  2.    Properties . . . . . . . . . . .
                  Item  3.    Legal Proceedings. . . . . . . .
                  Item  4.    Submission of Matters to
                              a Vote of Security Holders . . .

PART II

                  Item  5.    Market for Registrant's
                              Common Equity and Related
                              Stockholders Matters . . . . . .
                  Item  6.    Selected Financial Data. . . . .
                  Item  7.    Management's Discussion and
                              Analysis of Financial Condition
                              and Results of Operations. . . .
                  Item  8.    Financial Statements and
                              Supplementary Data . . . . . . .
                  Item  9.    Changes in and disagreements with
                              accountants on Accounting and
                              Financial Disclosure . . . .

PART III

                  Item 10.    Directors and Executive
                              Officers of the Registrant . . .
                  Item 11.    Executive Compensation . . . . .
                  Item 12.    Security Ownership of Certain
                              Beneficial Owners and
                        Management . . . . . . . . . . .
                  Item 13.    Certain Relationships and
                              Related Transactions . . . . . .

PART IV

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

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>


                                     PART I
ITEM 1.           BUSINESS

      Riverchase  Investors I, Ltd. ("the Partnership") is a limited partnership
organized under the laws of the State of Florida,  pursuant to a Certificate and
Agreement  of Limited  Partnership  dated  February  22,  1985,  as amended  and
restated as of December 30, 1985. The Partnership  operates a 248 unit apartment
complex  in the  city of  Temple  Terrace,  Hillsborough  County,  Florida  (the
"Property"). See Item 2 hereof, "Properties".

      The General Partners of the Partnership are John H.
McClintock, Jr. ("McClintock"), James H. Pugh, Jr. ("Pugh"),
Thomas H. Lowder, James K. Lowder, and Robert E. Lowder
(the "Lowders") and Battery Park Capital Corp., a New York
corporation ("Battery Park") (collectively, the "General
Partners").

      The  land  and  buildings  owned  by the  Partnership  were  acquired  and
constructed  with  the  proceeds  from  partner  contributions.  Therefore,  the
Property is entirely unleveraged. Riverchase Investors I, LTD. produces revenues
from the rental of apartment units. The Property  operations  generate cash flow
which is  distributed  to the partners on  quarterly  basis.  Between  quarterly
distributions,  the  excess  cash is  invested  in an insured  interest  bearing
account or in certificates of deposit.

      Reference is made to the  Prospectus  of  Registrant  (the  "Prospectus"),
dated May 30, 1985, filed with the Securities and Exchange  Commission  pursuant
to Rule 424(b) under the Securities Act of 1933, as amended,  in connection with
Registrant's  Registration  Statement  on Form  S-11  (File  No.  2-96052)  (the
"Registration Statement"). Portions of the Prospectus are incorporated herein by
reference,  as  specifically  referred  to in the  following  sections  of  this
document.

      Pursuant  to the  Registration  Statement,  a maximum  of 16,850  units of
limited partnership interests (the "Units") were registered under the Securities
Act of 1933, as amended. A total of 11,052 Units were sold, and the Registrant's
net  proceeds  from  the  offering  of the  Units  (the  "Offering")  aggregated
$9,529,162  (gross proceeds of  $11,052,000,  less  underwriting  commissions of
$773,640 and other issuance costs $749,198).

      For  additional  information on the business of the  Partnership,  see the
information set forth in "INVESTMENT OBJECTIVE AND POLICIES" at pages 32 through
36 and  "ACQUISITION  OF REAL PROPERTY" and "THE PROJECT" at pages 41 through 43
of the Prospectus, which is incorporated herein by reference.

      See also Item 7 hereof, "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

ITEM 2.           PROPERTIES

      The Partnership owns the land described below, upon which the Property was
constructed:

      LOCATION                DESCRIPTION OF PROPERTY

      Temple Terrance         Approximately 37 acres of
      Hillsborough County     land upon which 248 units
      Florida                 of two-story garden type
                              apartments are located in
                              31 buildings, plus a clubhouse

      For  additional  information  on the  Property,  reference  is made to the
information set forth under  "ACQUISITION OF REAL PROPERTY" and "THE PROJECT" at
pages  41  through  43 of  the  Prospectus,  which  is  incorporated  herein  by
reference.

ITEM 3.           LEGAL PROCEEDINGS

      There are no material legal  proceedings  pending to which the Partnership
is a party or to which any of the Property is subject.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS

      No matters were submitted to a vote of security  holders during the fourth
quarter of this  fiscal  year  covered  by this  report by the  solicitation  of
proxies or otherwise.

                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS

      A Public  market for the Units does not exist and is not likely to develop
because the transfer of the Units is subject to certain  limitations.  Reference
is made to the  Amended  and  Restated  Certificate  and  Agreement  of  Limited
Partnership, and in particular to Section 16 thereof, "Assignees and Substituted
Limited  Partners",  as set  forth on pages 15  through  16 of  Exhibit A to the
Prospectus, which is incorporated herein by reference.

      As of December 31, 1996, there were approximately 1225 holders of Units of
Registrant, owning an aggregate of 11,052 Units.

The Partnership intends, to the extent possible, to make cash distributions on a
quarterly  basis from  earnings  from  operations  and earnings  generated  from
investments in certificate of deposit of insured interest bearing accounts.  See
"PROFITS  AND  LOSSES  AND CASH  DISTRIBUTIONS"  at page.  49  through 51 of the
Prospectus, which is incorporated herein by reference.

<TABLE>

ITEM 6.           SELECTED FINANCIAL DATA

<CAPTION>
                               Year ended December 31
                  ---------------------------------------------------------
                    1996        1995        1994        1993        1992
                  ---------   ---------   ---------   ---------   ---------

<S>               <C>         <C>         <C>         <C>         <C>
Rental Revenue    1,433,043   1,454,909   1,431,176   1,325,567   1,219,937
Interest Income       9,385      11,520       8,317       7,872       9,250
Easement Fee              0           0           0           0           0
Other Income         45,913      45,498      45,328      48,377      66,697
Net Income          486,614     531,690     404,872     367,291     260,725
Net Income per
Limited Part-
nership Unit          43.59       47.63       36.27       32.90       23.35
Total Assets at
Period End        7,452,392   7,526,646   7,677,947   7,938,892   8,185,362
Partner's Capital
at Period End     7,385,913   7,457,235   7,617,691   7,882,635   8,129,345
Cash Distributions
per Limited Part-
nership Unit             50          62          60          55          52

<FN>
The  above  selected  financial  data  should  be read in  conjunction  with the
Financial Statements and notes thereto.
</FN>
</TABLE>

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANAYLSIS OF
                  FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

      Substantially all of the liquid assets of the Partnership  consist of cash
produced  from the  rental  of  apartments.  The cash flow  from  operations  is
distributed on a quarterly basis after deducting for the current liabilities and
cash needs of the Partnership. The Property generated an adequate amount of cash
in 1996 and 1995 to meet the cash needs of the  enterprise.  In  addition,  cash
distributions  totaling  $557,936 and $692,146 were paid to partners during 1996
and 1995, respectively. See "Statements of Cash Flows".

      There are approximately  $200,000 of capital  improvements planned for the
Property  during  1997.   These   improvements  are  necessary  to  enhance  the
marketability of the property. The planned capital improvements include exterior
painting,  renovation  of the  pool  area,  driveway  repair,  landscaping,  and
refurbishing  the rental center.  All  improvements and repairs will be financed
out of current-year  cash flow. The Property is  unleveraged.  Management has no
plans at present or in the foreseeable future to mortgage the Property.

RESULTS OF OPERATIONS

      In 1996,  Riverchase I Apartments was stable in rent revenue.  Annual rent
revenue  decreased by $21,866 or 1.5% and increased  $23,733 or 1.7% in 1996 and
1995, respectively.  The annual average occupancy rate decreased year-to-year at
91.7% and 96.9% in 1996 and 1995, respectively.  Therefore,  most of the decline
in rent revenue is a result a of lower  occupancy rate. When compared with 1995,
net income before depreciation decreased by $38,620 or 5.5%.

   Total expenses  before  depreciation  increased by $15,034 or 1.9% in 1996 as
compared to a decrease of $32,488 or 3.9% in 1995. The increase in  year-to-year
total  expense  before  depreciation  was made up of  primarily  two line items.
First,  repairs  and  maintenance  increased  by $30,133  because  of  extensive
replacement  of  carpet,  vinyl,  and floor  tiles.  Second,  the G & A expenses
decreased by $13,175.  The decrease in G & A expenses is  attributable  to lower
tax adjuster's fees, lower legal fees, and the allocation of certain payroll and
advertising costs to Riverchase III, a related entity.

      Colonial Properties Trust, an affiliate of Colonial  Properties  Services,
Inc.  is in the  process of  completing  the third  phase of  Riverchase.  While
Riverchase  Investors I, has no financial interest in phase III, the development
of this phase will improve the overall marketability of the Riverchase community
and  enable it to lower  on-site  operating  costs by  spreading  certain  fixed
expenses over a greater number of units.

INFLATION

      Inflation  did not have a material  impact on the  Partnership  during the
past three fiscal years.  In the future,  the  Partnership  may  experience  the
effects of inflation through increases in the costs of operating and maintaining
an apartment property of this type.

      Any statement  contained in this report which is not  historical  fact, or
which might be otherwise  considered  an opinion or  projection  concerning  the
Company or its business,  whether express or implied,  is meant as and should be
considered  a  forward-looking  statement as that term is defined in the Private
Securities  Litigation Reform Act of 1996. Forward- looking statements are based
upon  assumptions and opinions  concerning a variety of known and unknown risks,
including  but not  necessarily  limited to changes  in market  conditions,  the
supply and demand for investable funds, interest rates,  increased  competition,
changes in  governmental  and local economic  conditions  generally,  as well as
other risks  completely  described in the Company's  filings with the Securities
and Exchange Commission,  including this Annual Report Form 10K. If any of these
assumptions or opinions prove incorrect, any forward-looking  statements made on
the basis of such assumptions or opinions may also prove materially incorrect in
one or more respects.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY
                  DATA

      The following financial statements are filed as a part of this report:

      Report of Independent Accountants

      Financial Statements:

         Balance Sheets

         Statements of Income

         Statements of Partner's Capital

         Statements of Cash Flows

         Notes to Financial Statements

      No financial statement schedules are required for Riverchase  Investors I,
      LTD.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners
Riverchase Investors I, Ltd.

We have audited the balance  sheets of  Riverchase  Investors I, Ltd. (a limited
partnership)  as of December 31, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for each of the three  years in the
period  ended   December  31,  1996.   These   financial   statements   are  the
responsibility of Riverchase Investors I, Ltd.'s management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with Generally Accepted Auditing Standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements.  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 as well as significant  estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation. We believe our audit provides 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 Riverchase Investors I, Ltd. as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three  years in the  period  ended  December  31,  1996 in
conformity with generally accepted accounting principles.

Birmingham, Alabama           /s/Coopers & Lybrand L.L.P.
February 5, 1997               Coopers & Lybrand L.L.P.

<TABLE>

                          RIVERCHASE INVESTORS I, LTD.
                             (A LIMITED PARTNERSHIP)
                                 BALANCE SHEETS
                           DECEMBER 31, 1996 and 1995

<CAPTION>

                                  1996                    1995
                              ------------            -----------
            ASSETS
<S>                           <C>                     <C>
Cash and equivalents          $    124,242            $   187,282
Restricted Cash                     34,406                 34,420
Accounts receivable                 13,205                  7,176
Prepaid Expenses                    27,223                 16,238
                              ------------            -----------
      Total current assets         199,076                245,116

Property, plant, and equipment:
      Land                       2,102,784              2,102,784
      Buildings                  6,586,431              6,517,075
      Furniture and fixtures       975,845                947,994
      Land improvements             95,951                 50,397
      Equipment                     16,717                 10,953
                              ------------            -----------
                                 9,777,728              9,629,203
      Less accumulated
            depreciation         2,529,208              2,352,469
                              ------------            -----------
            Net property, plant
            and equipment        7,248,520              7,276,734
                              ------------            -----------
Other assets                         4,796                  4,796
                              ------------            -----------
      Total assets            $  7,452,392            $ 7,526,646
                              ============            ===========
</TABLE>

<TABLE>

<CAPTION>

            LIABILITIES AND PARTNERS' CAPITAL
<S>                           <C>                     <C>
Accounts Payable              $     13,034            $     21,606
Other accrued liabilities            9,234                   9,328
Tenant deposits                     24,497                  33,279
Unearned rent                        4,991                   5,182
Due to affiliate                    14,723                      16
                              ------------            ------------
      Total current liabilities     66,479                  69,411
                              ------------            ------------
General partners' deficit          (20,919)                (20,206)
Limited partners' capital        7,406,832               7,477,441
(11,052 units)                ____________            ____________
      Total partners' capital    7,385,913               7,457,235
                              ------------            ------------
                              $  7,452,392            $  7,526,646
                              ============            ============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<TABLE>

                          RIVERCHASE INVESTORS I, LTD.
                             (A LIMITED PARTNERSHIP)
                              STATEMENTS OF INCOME
                FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994
<CAPTION>
                     1996              1995              1994
                  ----------        ----------        ----------
<S>               <C>               <C>               <C>
Revenue:
     Rent         $ 1,433,043       $ 1,454,909       $ 1,431,176
     Interest           9,385            11,520             8,317
     Other             45,913            45,498            45,238
                  -----------       -----------       -----------
                    1,488,341         1,511,927         1,484,821
                  -----------       -----------       -----------
Expenses:
   General and
     administrative    78,796            91,971            87,439
   Salaries and wages 119,576           122,967           142,299
   Taxes and licenses 155,184           151,537           161,837
   Management and
     leasing fees      73,001            74,144            74,426
   Repairs and
     maintenance      262,190           232,057           236,904
   Utilities          116,287           116,704           111,554
   Insurance           19,954            20,574            27,983
   Depreciation       176,739           170,283           237,507
                  -----------       -----------       -----------
                    1,001,727           980,237         1,079,949
                  -----------       -----------       -----------
Net income        $   486,614       $   531,690      $    404,872
                  ===========       ===========       ===========
Net income per limited
   partnership unit     43.59             47.63             36.27
                  ===========       ===========       ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>


                          RIVERCHASE INVESTORS I, LTD.
                             (A LIMITED PARTNERSHIP)
                         STATEMENTS OF PARTNERS' CAPITAL
                FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994

<CAPTION>

                                          General           Limited
            Total             Partner           Partner
                        -----------       -----------       -----------
<S>                     <C>               <C>               <C>

Balance, Dec, 31, 1993  $ 7,882,635       $   (15,950)      $ 7,898,585
Distributions to
     partners              (669,816)           (6,697)         (663,119)

Net income                  404,872             4,049           400,823
                        -----------       -----------       -----------
Balance, Dec. 31, 1994    7,617,691           (18,598)        7,636,289
Distributions to
     partners              (692,146)           (6,925)         (685,221)

Net income                  531,690             5,317           526,373
                        -----------       -----------       -----------
Balance, Dec. 31, 1995    7,457,235           (20,206)        7,477,441
Distributions to
     partners              (557,936)           (5,579)         (552,357)

Net income                  486,614             4,866           481,748
                        -----------       -----------       -----------
Balance, Dec. 31, 1996    7,385,913           (20,919)        7,406,832
                        ===========       ===========       ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>

                          RIVERCHASE INVESTORS I, LTD.
                             (A LIMITED PARTNERSHIP)
                            STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, 1994

<CAPTION>
                           1996              1995              1994
                        -----------       -----------       -----------
<S>                     <C>               <C>               <C>

Operating Activities:
Net income              $ 486,614         $ 531,690         $ 404,872
Adjustments to reconcile net
income to net cash provided
by operating activities:
     Depreciation         176,739           170,283           237,507
     Changes in operating
     assets and liabilities:
      Restricted cash          14            (7,451)            2,939
      Accounts Receivable  (6,029)           (6,076)               (6)
      Prepaid expenses    (10,985)           (6,728)            2,273
      Accounts payable     (8,572)            8,542             7,155
      Other accrued
        liabilities           (94)             (885)             (487)
      Tenant deposits      (8,782)            6,370              (484)
      Unearned rent          (191)           (4,106)            3,217
      Due to affiliate     14,707              (766)           (5,402)
                        -----------       -----------       -----------
Net cash provided by
     operating activities 643,421           690,873           651,584
                        -----------       -----------       -----------
Investing activities:
     Capital Expenditures(148,525)          (29,862)           (4,749)
                        -----------       -----------       -----------
Net cash used in         (148,525)          (29,862)           (4,749)
    investing activities___________       ___________       ___________

Financing activities:
     Distribution to
      partners           (557,936)         (692,146)         (669,816)
                        -----------       -----------       -----------
Net cash used in
     financing activities(557,936)         (692,146)         (669,816)
                        -----------       -----------       -----------
Decrease in cash
and equivalents           (63,040)          (31,135)          (22,981)

Cash and equivalents,
     beginning of year    187,282           218,417           241,398
                        -----------       -----------       -----------
Cash and equivalents,
     end of year        $  124,242     $   187,282           $218,417
                        ===========       ===========       ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                          RIVERCHASE INVESTORS I, LTD.
                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  - Riverchase  Investors  I, Ltd.  (the  Partnership)  is a limited
partnership  that is registered  with the Security and Exchange  Commission  and
organized under the laws of the State of Florida,  pursuant to a Certificate and
Agreement  of Limited  Partnership  dated  February  22,  1985,  as amended  and
restated  as of  December  30,  1985.  The  Partnership  owns and  operates  248
apartment  units  in  Temple  Terrance,  Florida.  The  Partnership  leases  the
apartment units to individuals under short-term lease agreements.

Property,  Plant, and Equipment - Land,  buildings,  and equipment are stated at
cost  less  accumulated   depreciation.   Depreciation  is  computed  using  the
straight-line  method over lives  ranging  from 7 to 40 years.  Maintenance  and
repairs are charged to expense as incurred.  Replacements  and  improvements are
capitalized and depreciated over the estimated useful lives of the assets.  When
items of land, buildings, or equipment are sold or retired, the related cost and
accumulated  depreciation  are removed from the accounts and any gain or loss is
included in the results of operations.

Cash  and  Equivalents  - The  Partnership  includes  highly  liquid  marketable
securities  and debt  instruments  purchased  with a original  maturity of three
months or less, if any, in cash and equivalents.

Revenue  Recognition - Rental income  attributable  to leases is recognized on a
straight-line basis over the terms of the leases.

Income  Taxes - No  provision  for income tax is recorded  on the  Partnership's
books as  earnings  and income tax  credits are  distributed  to the  individual
partners.

Net Income Per Limited  Partnership  Unit - net income per  limited  partnership
unit is computed by dividing 99% of the net income (limited  partners' share) by
the weighted average limited partnership units outstanding  (11,052) during each
period.

Use of Estimates - the  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

2.    RESTRICTED CASH

Restricted cash as of December 31, 1996 and 1995, consists of tenant deposits in
the amount of $34,406 and $34,420, respectively.

3.    RELATED PARTY TRANSACTIONS

The general partners of the Partnership are John H. McClintock; James H.
Pugh, Jr.; Thomas H. Lowder, James K. Lowder, Robert E. Lowder (the
"Lowders"); and Battery Park Corp., a New York corporation.

The  Partnership  has entered into contracts  with  affiliates of the Lowders to
manage the property for an annual fee of 5% of the gross  collected  revenues of
the property.  The Partnership  paid management fees of  approximately  $73,000,
$74,000, and $74,000 to Colonial Properties Services, Inc. (CPSI) in 1996, 1995,
and 1994, respectively.

Due to affiliate at December 31, 1996 and 1995 consists of an amount  payable to
CPSI of $14,723 and $16, respectively, for amounts paid by CPSI on behalf of the
Partnership. The balance at December 31, 1996 of $14,723 is due in January 1997.

ITEM 9.           DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES

                  None

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF
                  REGISTRANT

        John H. McClintock, Jr., James H. Pugh, Jr., Thomas H.
Lowder, Robert E. Lowder, James K. Lowder and Battery Park
Capital Corp., a New York Corporation, are the General
Partners of the Partnership.  Management of the Partnership
business is conducted by General Partners as indicated in
Section 13 of the Amended and Restated Certificate and
Agreement of the Limited Partnership set forth on pages 7
through 14 of Exhibit A to the Propspectus, Which is
incorporated herein by reference.

      Information  with  respect to the  General  Partners is  contained  in the
following paragraphs:

      Mr. John H. McClintock, Jr., General Partner

      John H. McClintock,  Jr., 63. For more than five years, Mr. McClintock was
Director and Chairman of the Board of Epoch  Properties,  Inc., a  Florida-based
real estate development  organization  founded in 1970. He is currently Chairman
of the Board of  Contravest,  Inc., a real estate  development  firm in Orlando,
Florida. He holds a Bachelor of Arts degree in Economics from Rice University.

      Mr. James H. Pugh, Jr., General Partner

     James H. Pugh,  Jr.,  59.  For more than five  years,  Mr.  Pugh has been a
Director  of both  Epoch  Properties,  Inc.  and  Epoch  Management,  Inc.,  and
President  of  Epoch  Properties,   Inc.  In  addition,  he  is  a  Director  of
substantially  all affiliates of Epoch  Properties,  Inc. He holds a Bachelor of
Science degree in Building Construction from The University of Florida.

     Battery Park Capital Corp.  ("Battery  Park") was incorporated in the state
of New York in 1978 for the purpose of engaging in the securities  business.  It
is now engaged in the real estate  business  and is no longer in the  securities
business. The officers of Battery Park are:

      William  J.  Montgoris,  49,  Director,   President,  and  Treasurer.  Mr.
Montgoris has been associated with Bear, Stearns, & Co., an affiliate of Battery
Park, since 1979 and is currently  Senior Managing  Director and Chief Financial
Officer  of Bear,  Stearns,  & Co. He is also in  charge of the Data  Processing
Division and is a member of the firm's Operations and Management Committees.  He
became a general  partner of Bear,  Stearns,  & Co.,  in 1985.  Prior to joining
Bear,  Stearns & Co., he was Chief Financial  Officer at Blyth Eastman  Dillion,
which he joined in 1975,  following  eight  years as audit  manager at Coopers &
Lybrand.  He holds a Bachelor of Business  Administration  degree in  accounting
from St. John's University.

     Kenneth L. Edlow,  56,  Director.  Mr. Edlow has been a general  partner or
Managing  Director of Bear,  Stearns & Co.,  for more than  fifteen  years and a
general  partner of Bear,  Stearns & Co. since its  organization  in 1984. He is
Secretary of the Board of Directors  and of the Company.  He holds a Bachelor of
Science degree from the University of Pennsylvania.

      The Lowders

      Thomas H. Lowder,  47, General Partner.  Thomas H. Lowder is President and
Chief Executive  Officer of Colonial  Properties  Trust  (Colonial) and Colonial
Properties Holding Company (CPHC), a Trustee of Colonial  Properties Trust and a
Director of CPHC and  Colonial  Properties  Services,  Inc.  Mr.  Lowder  became
President of Colonial in 1976 and since that time has been  actively  engaged in
the  acquisition,  development,  management,  leasing  and sale of  multifamily,
retail and office  properties for Colonial.  He serves on the Board of Directors
for Operation New Birmingham, Discovery 2000, American Red Cross-Birmingham Area
Chapter and the United Way of Central  Alabama.  He  graduated  with honors from
Auburn University with a Bachelor of Science degree.

     James K.  Lowder,  47,  General  Partner.  James K.  Lowder is a Trustee of
Colonial Properties Trust and Director of CPHC and Colonial Properties Services,
Inc.  Mr.  Lowder is currently  Chairman of the Board of The  Colonial  Company,
Chairman of the Board of Lowder New Homes and Lowder Realty.  Mr. Lowder is also
currently a member of the Alabama Home Builders  Association  of Alabama and the
Greater Montgomery Home Builders Association. He graduated with high honors from
Auburn University with a Bachelor of Science degree.

      Robert E. Lowder, 54, General Partner. Robert E. Lowder is Chairman of the
Board, Chief Executive Officer and President of the Colonial BancGroup,  Inc., a
multi-bank  holding company based in Montgomery,  Alabama.  Colonial  BancGroup,
with assets of $6 billion,  currently operates 163 offices in Alabama,  Florida,
Georgia,  and southern  Tennessee.  Mr.  Lowder is also Chairman of the Board of
Colonial  Broadcasting  Company which operates four radio stations in Montgomery
and one radio  station in  Chattanooga,  Tennessee.  He  graduated  from  Auburn
University  College of Business with high honors in 1964.  During his collegiate
career he was  awarded  the Delta  Sigma Pi  Scholastic  Key as the  outstanding
graduating  senior  in the  School  of  Business;  he was  honored  as the  1964
Outstanding Student in Finance by the Alabama Bankers Association.

ITEM 11.    EXECUTIVE COMPENSATION

During the year ended  December  31,  1996,  no General  Partner  received  cash
compensation from the Partnership exceeding $60,000, except as set forth herein.
The General Partners earn no direct compensation for acting as General Partners.

No General  Partner or  affiliate  of any General  Partner  was  indebted to the
Partnership  in an amount  exceeding  $60,000 at any time  during the year ended
December 31, 1996.

During the  operation and  liquidation  stages of the  Partnership,  the General
Partners  and their  affiliates  will receive  various  fees and  distributions.
Colonial  Properties  Services,  Inc.,  an affiliate  of the  Lowders,  provides
property  management  services  as agents  for the  Registrant.  For  additional
information on possible  remuneration,  reference is made to the information set
forth in  "COMPENSATION  AND  FEES"  contained  at pages  15  through  19 of the
Prospectus, which is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT

            Not Applicable

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS

      Reference  is  made to Item 11  hereof,  "Executive  Compensation"  and to
"COMPENSATION  AND FEES" at pages 15 through 19 and  "CONFLICTS  OF INTEREST" at
pages  19  through  22 of  the  Prospectus,  Which  is  incorporated  herein  by
reference.

                                     PART IV

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

      (a)    1.   Financial Statements - See Index to
                  Financial Statements in Item 8 of this
                  Form 10-K.

          2.      Financial Statements Schedules - None
                  required.

          3.      Exhibits Index.

            (3)   Form of Agreement and  Certificate  of Limited  Partnership of
                  Riverchase  Investors,  I Ltd.,  as amended and restated as of
                  December 30, 1985, incorporated herein by reference to Exhibit
                  A to the Prospectus  dated May 30, 1985 contained in Amendment
                  No. 4 to Registrant's Form S-11  Registration  Statement (File
                  No.
                  2-96052).

     (10) (a) Form of Management Agreement between Riverchase Investors I, Ltd.,
Colonial  Properties,  Inc., and Epoch Management,  Inc. for property management
services,  incorporated herein by reference to Exhibit 10a to Amendment No. 2 to
Registrant's Form S-11 Registration Statement (File No. 2-96052).

      (10) (e) Form of Construction  Contract  between  Riverchase  Investors I,
Ltd., and Epoch Properties,  Inc., as a general contractor,  incorporated herein
by  reference to Exhibit 10e to Amendment  No. 2 of the  Registrant's  Form S-11
Registration Statement (File No. 2-96052).

     (10) (f)  Form of  Construction  Monitoring  Agreement  between  Riverchase
Investors I, Ltd., Colonial Mortgage Company,  and Lowder Construction  Company,
Inc.  for  supervisory  services  during  construction,  incorporated  herein by
reference  to  Exhibit  10f  to  Amendment  No.  2  to  Registrant's  Form  S-11
Registration Statement (File No. 2-96052).

     (28)  Prospectus  dated May 30, 1985,  incorporated  herein by reference to
Amendment  No. 4 to  Registrant's  form S-11  Registration  Statement  (File No.
2-96052). (b) Reports on Form 8-K.

            None.

      (c)   See Item 14(a) above.

      (d)   See Item 14(a) above.


SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 28th day of
March, 1996.




                             RIVERCHASE INVESTORS I, LTD.
                             Registrant


                              /s/ Thomas H. Lowder

                                Thomas H. Lowder
                                 General Partner




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

GENERAL PARTNERS:


By:         /s/ John H. McClintock, Jr.   March 28, 1997
            John H. McClintock, Jr.



By:         /s/ James H. Pugh, Jr.        March 28, 1997
            James H. Pugh, Jr.



By:         /s/ Thomas H. Lowder           March 28, 1997
            Thomas H. Lowder



By:         /s/ James K. Lowder            March 28, 1997
            James K. Lowder



By:         /s/ Robert E. Lowder           March 28, 1997
            Robert E. Lowder


BATTERY PARK CAPITAL CORP.


By:         /s/ William J. Mortgoris       March 28, 1997   
            William J. Mortgoris
            President and Treasurer
            Director



By:         /s/ Kenneth L. Edlow           March 28, 1997
            Kenneth L. Edlow
            Director

PRINCIPAL FINANCIAL OFFICERS:


By:         /s/ Douglas B. Nunnelley       March 28, 1997
            Douglas B. Nunnelley
            Senior Vice President and
            Chief Financial Officer
            (Principal Financial Officer)


By:         /s/ Kenneth E. Howell          March 28, 1997
            Kenneth E. Howell
            Vice President and Controller
            (Principal Accounting Officer)