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 of a 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 regulations, and national and local economic conditions
generally, as well as other risks more 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 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 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             45,328
                             -----------        ------------       -----------
                               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 an 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,  50,  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 Operating
Officer  of Bear,  Stearns,  & Co. He is also 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, 55, Director.  Mr. Edlow is a Senior Managing
Director in the Administration Department and is the Secretary of Bear Stearns
& Co. He became General Partner of Bear Stearns & Co. in 1977.  He is Secretary
of The Bear Stearns Companies, Inc and is also Secretary of the Board of
Directors. 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)