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

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

                   For the fiscal year ended December 31, 2004

                                       Or

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

  For the transition period from ___________________ to _______________________

                           Commission File No. 0-13510

            ZOND-PANAERO WINDSYSTEM PARTNERS I, A CALIFORNIA LIMITED
                                   PARTNERSHIP

State or other jurisdiction of incorporation or organization:  California

I.R.S. Employer Identification No: 77-0035358

Address of principal executive offices:  1221 Lamar Street, Suite 1600, Houston,
Texas 77010

Registrant's telephone number, including area code:  (713) 853-0530

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Units of Limited
Partnership Interest

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of the Form 10-K or
any amendment to this Form 10-K.


<PAGE>


     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). YES NO X

State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not applicable - The registrant is a limited partnership and its units
of limited partnership interests are not traded.



<PAGE>





                       Zond-PanAero Windsystem Partners I,
                        a California Limited Partnership
                   for the fiscal year ended December 31, 2004


                                TABLE OF CONTENTS


Item Number
                                                                            Page
                                     PART I

1.   Business..................................................................1
2.   Properties................................................................5
3.   Legal Proceedings.........................................................6
4.   Submission of Matters to a Vote of Security Holders.......................6

                                     PART II

5.   Market for Registrant's Common Equity and Related
     Unitholder Matters........................................................6
6.   Selected Financial Data ................................................. 7
7.   Management's Discussion and Analysis of
     Financial Condition and Results of Operations.............................7
7A.  Quantitative and Qualitative Disclosures about Market Risk...............10
8.   Financial Statements.....................................................10
9.   Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure...................................11
9A.  Controls and Procedures..................................................11
9B.  Other Information........................................................11

                                    PART III

10.  Directors and Executive Officers of the Registrant.......................11
11.  Executive Compensation...................................................13
12.  Security Ownership of Certain Beneficial Owners
     and Management ..........................................................15
13.  Certain Relationships and Related Transactions ..........................15
14.  Principal Accountant Fees and Services...................................17

                                     PART IV

15.  Exhibits and Financial Statement Schedules...............................17


<PAGE>



PART I

Item 1.    BUSINESS

Introduction

Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership") was formed on June 29, 1984, to purchase, own and operate a
system of 300 Vestas Energy A/S Model V15 wind turbine electric generators (the
"Turbines"). The electricity generated by the Turbines is sold by the
Partnership to its sole customer, Southern California Edison Company ("SCE").

Each Turbine has a rated capacity of 65 kilowatts, and the Turbines have an
aggregate rated capacity of 19.5 megawatts. The Turbines, together with certain
infrastructural improvements (the "Infrastructural Improvements"), form an
integrated electric power generating facility (the "Windsystem"). The Windsystem
is located in the San Gorgonio Pass area of the San Bernardino Mountains near
Palm Springs, California (the "Operating Site").

The Turbines are interconnected by a system of transformers and power transfer
lines to a substation and SCE's transmission grid. The individual power lines
from each of the Turbines are fed into step-up transformers, which increase the
voltage from 480 volts to 12.5 kilovolts. Additional 12.5 kilovolt power
transfer lines carry electricity to a substation, which steps up the electric
power to 115 kilovolts for delivery to SCE.

The Windsystem, which became operational in November 1984, was constructed by
Mesa Construction Company ("MCC"), a joint venture formed between an affiliate
of Enron Wind Systems, Inc. ("EWSI") and an affiliate of PanAero Corporation
("PanAero"). The Partnership paid MCC a total of $48.9 million, comprised of
$22.4 million in cash and $26.5 million in the form of notes (the "Purchase
Notes"), for the purchase, construction and installation of the Turbines. The
Purchase Notes matured on December 31, 2002. At that time, there was $1.0
million and $5.7 million of principal and interest in arrears, respectively. As
of the date of this filing, the total amount in default is $2.8 million, which
is comprised of interest in arrears. The business of the Partnership and the
respective rights of its partners, including the Partnership's limited partners
(the "Limited Partners"), are governed by the First Amended and Restated
Certificate and Agreement of Limited Partnership of Zond-PanAero Windsystem
Partners I, a California Limited Partnership, entered into on November 29, 1984,
as amended (the "Partnership Agreement"). The Partnership Agreement terminates
on December 31, 2005, unless terminated earlier in accordance with the terms of
the Partnership Agreement. On January 3, 1997, EWSI's parent company, Zond
Corporation, became a wholly-owned subsidiary of Enron Renewable Energy Corp.
("EREC"), which is wholly owned by Enron Corp. ("Enron"). The general partner of
the Partnership (the "General Partner") is Zond Windsystems Management LLC
("ZWM"), a California limited liability company wholly-owned by Enron Wind
Systems, LLC ("EWS").

Bankruptcy and Mergers

Commencing on December 2, 2001, and periodically thereafter, Enron and certain
of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code"). This matter is referred
to herein as the "Enron Bankruptcy". On February 20, 2002, Enron Wind Corp.
("EWC") and EWSI each filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code. Additionally, two California limited liability companies



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formed on February 19, 2002 for the purposes of merging with EWC and EWSI in
anticipation of the sale of Enron's wind turbine manufacturing business also
filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.

EWC merged with and into one of such limited liability companies on April 19,
2002, and the surviving limited liability company changed its name to Enron Wind
LLC ("EW"). EWSI merged with and into the other limited liability company, also
on April 19, 2002, and the surviving limited liability company changed its name
to Enron Wind Systems, LLC. On April 12, 2002, Zond Windsystems Management
Corporation ("ZWMC"), the general partner of the Partnership at such time,
merged with and into a third California limited liability company, formed on
March 12, 2002, and the surviving limited liability company changed its name to
Zond Windsystem Management LLC. On May 3, 2002, Zond Construction Corp. merged
with and into a fourth California limited liability company, formed on March 21,
2002, and the surviving limited liability company changed its name to Zond
Construction LLC ("ZC"). Neither ZWM nor ZC has filed for bankruptcy.

On November 17, 2004, the Chapter 11 Plan (the "Plan") relating to the Enron
Bankruptcy became effective. The Plan provides for Enron and its affiliated
debtor companies (including EWS and EW) to sell most of their assets and
distribute to their creditors the proceeds of such sales. In connection with the
Plan, EWS assumed the Management Agreement (as defined below) and that agreement
remains in effect.

Sale to General Electric

On April 10, 2002, Enron, EWC and certain of its subsidiaries, including EWSI,
entered into an Amended and Restated Purchase and Sale Agreement in which such
entities agreed to sell in an asset sale (the "GE Sale") their wind turbine
manufacturing, operation and maintenance and construction businesses to General
Electric Company, acting through its GE power systems business ("GEPS"). The GE
Sale was consummated on May 10, 2002. EW and its subsidiary companies retained
its existing wind power projects, including the indirect ownership of the
general partnership interest in the Partnership. However, effective as of the
sale, substantially all of the employees who had been involved in the management
of the Partnership transferred to GEPS.

Following the sale to GEPS, certain Enron personnel who were not formerly
involved with the management or operations of the Partnership were appointed to
manage and operate the Partnership and ZWM's principal executive offices were
moved to 1400 Smith Street, Houston Texas 77002. In March 2004, the principal
executive offices were moved to 1221 Lamar Street, Suite 1600, Houston, Texas
77010. Eric D. Gadd was appointed President and Chief Executive Officer of ZWM
on September 26, 2002. Mary H. Cilia was appointed Chief Financial Officer and
Treasurer of ZWM on May 3, 2004. ZWM has no directors. The directors of EREC may
be deemed directors of the Partnership under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Change in Management and Financial Reports

Until its appointment in May 2002, following the sale of assets to GEPS, the
current management of the Partnership had no material involvement with the
business and operations of the Partnership. In the process of reviewing the
Partnership's books and records and through conversations with prior management,
it appeared to current management that the Partnership had attempted, but
failed, to file with the Securities and Exchange Commission (the "SEC") certain



2
<PAGE>

Partnership Exchange Act reports for certain time periods preceding the Enron
Bankruptcy. The submissions of such reports into the EDGAR filing system were
not accepted although prior management apparently believed the filings were made
successfully. These reports consist of the Partnership's Form 10-K for the year
ended December 31, 1999, the Partnership's Forms 10-Q for each of the three
quarters of 2000, the Partnership's Form 10-K for the year ended December 31,
2000, and the Partnership's Forms 10-Q for the first and second quarters of 2001
(collectively, the "Historical Reports"). These reports appear to have been
prepared by prior management of the Partnership and audited or reviewed, as the
case may be, by Arthur Andersen LLP ("Arthur Anderson"). The Partnership has
copies of the EDGAR version of each of such reports as well as most of the cover
sheets reflecting the attempted EDGAR submissions. In response to correspondence
from the Partnership requesting guidance regarding the filing of the Historical
Reports, the Partnership received a letter from the SEC dated June 16, 2004,
that, among other things, stated that the Partnership should promptly file its
remaining delinquent Forms 10-K and Forms 10-Q. The Partnership has filed a
comprehensive Form 10-K dated March 29, 2005 for the fiscal years ended December
31, 1999 and 2000 in lieu of filing separate annual and interim reports for such
periods.

Operation and Maintenance Services

EWS manages the Windsystem pursuant to a windsystem management agreement with
the Partnership executed on July 27, 1988 (the "Management Agreement"). The
Management Agreement was to terminate by its terms on December 31, 2004,
however, on February 16, 2005, the Partnership and EWS entered into a Third
Amendment to Windsystem Management Agreement (the "Management Agreement
Amendment"), which amendment was effective as of December 31, 2004. The
Management Agreement Amendment extended the termination date of the Management
Agreement from December 31, 2004 to June 23, 2005. See Part I, "Item 1. BUSINESS
- Going Concern." Prior to May 10, 2002, Enron Wind Maintenance LLC, an
affiliate of EWS, provided operations and maintenance services for the
Windsystem. On May 10, 2002, EWS contracted with GE Wind Energy, LLC to perform
certain operations and maintenance services relating to the Windsystem for a
period of one year ending on May 10, 2003. In April 2003, EWS entered into an
agreement (the "O&M Agreement") with SeaWest Asset Management Services, LLC
("SeaWest") to provide certain operation and maintenance services relating to
the Windsystem for a 5-year period ending on May 10, 2008. If EWS terminates the
O&M Agreement prior to the end of its stated term, EWS may be required to pay
certain agreed demobilization fees to SeaWest. If EWS is required to pay such
fees, EWS may attempt to seek recovery from the Partnership of some, or all, of
the amount of such fees pursuant to the terms of the Management Agreement.
Management currently estimates that the amount of the demobilization fee, if
any, for which EWS would seek recovery from the Partnership would not be in
excess of approximately $72,000.

Sale of Electric Power

The Partnership sells the electric power generated by the Turbines to SCE under
a power purchase and sales agreement (the "Power Agreement"). The Power
Agreement was originally entered into between SCE and PanAero in April 1982 and
covers an aggregate of 29.9 megawatts of generating capacity. PanAero assigned
the Power Agreement to Mesa Wind Developers ("Mesa"), a joint venture between
EWSI and an affiliate of PanAero, in July 1984. Mesa subsequently assigned the
portion of the Power Agreement that covers the aggregate rated capacity of the
Turbines (19.5 megawatts) to the Partnership pursuant to that certain Partial
Assignment of Wind Park Power Purchase and Sales Agreement dated September 28,
1984 (the "Partial Assignment"). Such assignment was to terminate effective



3
<PAGE>

December 31, 2004, however, on February 16, 2005 the Partnership and Mesa
entered into an Amendment to Partial Assignment of Wind Park Power Purchase and
Sales Agreement (the "Partial Assignment Amendment") which amendment was
effective as of December 31, 2004. The Partial Assignment Amendment extended the
termination date of the Partial Assignment from December 31, 2004 to June 23,
2005. See Part I, "Item 1. BUSINESS - Going Concern." The remaining 10.4
megawatts of generating capacity available under the Power Agreement was
assigned by Mesa to Zond-PanAero Windsystem Partners II, a California limited
partnership ("ZPII"), whose general partner is an affiliate of the General
Partner.

Under the Power Agreement, SCE is required to purchase all of the electric
output from the Turbines at a rate equal to the greater of, either 89% of SCE's
"cost of energy" or a fixed minimum price of $0.102 per kilowatt hour ("kWh").
The Power Agreement provides, however, that if SCE's cost of energy exceeds
$0.20 per kWh, the price per kWh paid by SCE will be limited to $0.20 per kWh
plus 70% of the difference between 89% of its cost of energy and $0.20 per kWh.
Since formation of the Partnership, SCE has paid only the fixed minimum price of
$0.102 per kWh. SCE takes monthly meter readings of the amount of electricity
delivered to SCE under the Power Agreement and makes payments based on such
meter readings.

SCE Curtailment

SCE substantially curtailed the Partnership's electrical production from the
Windsystem from April 13, 2004 though May 17, 2004 (the "SCE Curtailment") in
connection with the construction by SCE of a new transmission line for SCE's
transmission system. During this period, SCE curtailed the Partnership's
production of electric power by approximately 75% resulting in the Partnership's
inability to sell a significant portion of electric power. By letter dated June
22, 2004, EW, on behalf of the sellers under the Power Agreement, issued for
payment an invoice to SCE in the amount of approximately $750,000 to compensate
the Partnership and ZP II for their estimated losses during the SCE Curtailment.
Of the approximately $750,000 invoiced to SCE, approximately $482,000 represents
lost revenue that otherwise would have been paid to the Partnership. By letter
dated September 22, 2004, SCE informed EW that the SCE Curtailment was in
compliance with all applicable power purchase agreements, and that SCE would not
reimburse any projects, including the Partnership, for any revenues that may
have been lost during the SCE Curtailment. As a result, none of the amount
invoiced to SCE has been recorded as revenue for the Partnership. The
Partnership is currently considering its options relating to SCE's refusal to
compensate the Partnership for its lost revenues resulting from the SCE
Curtailment.

Windsystem Performance

The amount of electricity produced by the Turbines depends upon wind speed,
which is subject to significant seasonal variations in the San Gorgonio Pass
area. Wind speed is generally highest during the summer months and lowest during
the winter months. These seasonal variations result in significant variations
from month to month in the net power production realized by the Turbines, and
therefore result in monthly variations in the amount of electricity sold to SCE.

During 2004, SCE purchased an aggregate of 35.4 million kWh of electricity from
the Partnership for an aggregate purchase price of $3.6 million.



4
<PAGE>


Going Concern

The following matters raise substantial doubt about the Partnership's ability to
continue as a going concern:

     1.   As discussed in Part I, "Item 1- BUSINESS - Introduction"  and in Note
          4 to the Financial Statements,  the Partnership has not had sufficient
          cash flows from  operations to make scheduled  payments of interest in
          arrears  on  the   outstanding   Purchase  Notes.   Accordingly,   the
          Partnership  is in  default  of the  Purchase  Notes.  Upon  notice of
          default,  MCC has a right to foreclose against its security  interests
          in the assets of the  Partnership,  including the Turbines.  As of the
          date of filing of this report, MCC has not notified the Partnership of
          its intent to foreclose on its security interest. Any such foreclosure
          by MCC on its  security  interests  in the  assets of the  Partnership
          would have a material adverse effect on the Partnership.

      2. The Power Agreement, the Partial Assignment and the Wind Park Easement
         Agreement (as defined in "Item 2. PROPERTIES" below) each expire on
         June 23, 2005. The Partnership is currently exploring various
         opportunities to extend the operation of the Windsystem at the
         Operating Site and the sale of electric power generated by the
         Windsystem beyond June 23, 2005. However, if the Partnership cannot
         obtain new power sales and land right agreements or extend the existing
         agreements, the Partnership will not have a contractual right to
         generate power at the Operating Site or to sell any power it may
         generate after June 23, 2005. In that case, the Partnership expects to
         cease operation of the Windsystem on or about June 23, 2005 and to
         explore various marketing alternatives for the disposition of the
         Partnership's assets in connection with the anticipated December 31,
         2005 end of the term of the Partnership under the Partnership
         Agreement.

         In addition, the Management Agreement will also terminate on June 23,
         2005. If the Partnership's rights under the Power Agreement, the
         Partial Assignment and the Wind Park Easement Agreement are extended or
         replaced for a period of time after June 23, 2005, the Partnership
         plans to explore opportunities to extend or replace the Management
         Agreement. If such power sales and land rights agreements are not
         extended or replaced, the Partnership expects to enter into an
         agreement with EWS or a third party to provide for the maintenance of
         the Partnership's Turbines for the period during which they are not
         operating, from June 23, 2005 through the disposition of the Turbines
         by the Partnership.

Employees

The Partnership has no employees. EWS manages, operates, and maintains the
Windsystem pursuant to the Management Agreement. The General Partner, utilizing
employees of EW, attends to the remaining day-to-day activities of the
Partnership.

Item 2.     PROPERTIES

The Operating Site is situated on two adjoining parcels of land, consisting of
approximately 440 acres, located in the San Gorgonio Pass area of the San
Bernardino Mountains approximately 16 miles northwest of Palm Springs,
California. The Partnership owns the Turbines, including the supporting towers
and related concrete support pads and controllers. The Partnership uses a
portion of the Operating Site and the Infrastructural Improvements pursuant to
an easement granted by Mesa under the terms of a Wind Park Easement Agreement
dated as of September 7, 1984, as amended (the "Wind Park Easement Agreement").



5
<PAGE>

The Infrastructural Improvements include roads, fences, power transfer system,
substation and maintenance facilities. Mesa has title to the Infrastructural
Improvements, but has granted the Partnership a security interest in such assets
under the Wind Park Easement Agreement. The Infrastructural Improvements are
also utilized by ZPII under a similar arrangement with Mesa.

Mesa has rights to develop wind energy resources at the Operating Site, which
includes the Infrastructural Improvements, under a right-of-way grant (the
"Right-of-Way Grant") from the United States Bureau of Land Management ("BLM").
The Right-of-Way Grant was originally issued to PanAero on January 26, 1983, and
was assigned by PanAero to Mesa in April 1984. The primary term of the
Right-of-Way Grant expired on January 26, 2003. On December 19, 2002, the
Right-of-Way Grant was extended for a ten-year period commencing on January 27,
2003; however, the Wind Park Easement Agreement was to terminate on December 31,
2004. On February 16, 2005 the Partnership and Mesa entered into an Amendment to
the Wind Park Easement Agreement (the "Easement Amendment"), which was effective
as of December 31, 2004. The Easement Amendment extended the termination date of
the Wind Park Easement Agreement from December 31, 2004 to June 23, 2005. See
Part I, "Item 1. BUSINESS - Going Concern." EWSI, PanAero, and their affiliates
have developed and sold additional wind turbines on the Operating Site to ZPII
and Mesa has granted a similar easement to ZPII. The general partner of ZPII is
an affiliate of the General Partner.

Item 3.     LEGAL PROCEEDINGS

Not applicable.

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

No matters were submitted to a vote of the partners of the Partnership during
2004.


                                     PART II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            UNITHOLDER MATTERS

Market Information

There is no established public trading market for the Partnership's limited
partnership units (the "Units"). The Partnership Agreement includes various
restrictions on the transfer of Units. The Partnership did not repurchase any
Units during the fourth quarter of 2004.

Holders

The Partnership's records indicate that at December 31, 2004 there were 891
holders of record of the Partnership's Units.

Cash Distributions

The Partnership makes cash distributions in accordance with the terms of the
Partnership Agreement. Due to less-than-projected operating results, the
Partnership has not distributed any cash during any fiscal year other than 1985,
in which the Partnership distributed an aggregate of approximately $158,000 to



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the Limited Partners and $2,000 to the then General Partners. Under the Purchase
Notes, the Partnership cannot make cash distributions to its partners unless
certain cash reserve balances are maintained, no events of default exist, and
certain ratio tests are met. The Partnership has not met these criteria since
1985 and did not make any cash distributions to its partners during 2004.

Item 6.     SELECTED FINANCIAL DATA

From and after 1987, the Partnership's accounting records have been maintained
on a federal tax accrual basis, consistent with appropriate provisions of the
Internal Revenue Code. Such records have been adjusted to reflect accounting
principles generally accepted in the United States for purposes of filings with
the SEC. The selected financial data should be read in conjunction with the
financial statements and related footnotes included in Item 8.


<TABLE>

                   As of and for the years ended December 31,
   (Dollars in thousands, except per Unit values which are in whole dollars)

<CAPTION>


                                     2004           2003         2002         2001        2000
                                  ___________    ___________  ___________  ___________  ___________

<S>                               <C>            <C>          <C>          <C>          <C>
Total revenue                      $  3,616       $  3,864     $ 4,855      $  4,453     $  4,468
Net income (loss)
                                        (20)          (406)        466          (208)        (569)

Per unit:
   Net income (loss)                    (17)          (341)        392          (175)        (478)

   Partners' deficit                 (1,178)        (1,161)       (820)       (1,212)      (1,037)


Total assets                       $  3,402       $  5,527     $ 6,365      $  8,875     $ 10,296
Current portion of notes
  payable to related party         $   -          $    458     $ 1,008      $  4,497     $  3,498
Accrued interest to related party  $  4,265       $  5,804     $ 5,718      $  5,442     $  4,753

Partners' deficit                  $ (1,402)      $ (1,382)    $  (976)     $ (1,442)    $ (1,234)


</TABLE>



All per Unit values were calculated based on 1,190 Units.


Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

Going Concern

The following matters raise substantial doubt about the Partnership's ability to
continue as a going concern:

     1.   As discussed in Part I, "Item 1- BUSINESS - Introduction" and in Note
          4 to the Financial Statements, the Partnership has not had sufficient
          cash flows from operations to make scheduled payments of interest in
          arrears on the outstanding Purchase Notes. Accordingly, the
          Partnership is in default of the Purchase Notes. Upon notice of
          default, MCC has a right to foreclose against its security interests
          in the assets of the Partnership, including the Turbines. As of the
          date of filing of this report, MCC has not notified the Partnership of
          its intent to foreclose on its security interest. Any such foreclosure


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          by MCC on its security interests in the assets of the Partnership
          would have a material adverse effect on the Partnership.

     2.   The Power Agreement, the Partial Assignment and the Wind Park Easement
          Agreement each expire on June 23, 2005. The Partnership is currently
          exploring various opportunities to extend the operation of the
          Windsystem at the Operating Site and the sale of electric power
          generated by the Windsystem beyond June 23, 2005. However, if the
          Partnership cannot obtain new power sales and land right agreements or
          extend the existing agreements, the Partnership will not have a
          contractual right to generate power at the Operating Site or to sell
          any power it may generate after June 23, 2005. In that case, the
          Partnership expects to cease operation of the Windsystem on or about
          June 23, 2005 and to explore various marketing alternatives for the
          disposition of the Partnership's assets in connection with the
          anticipated December 31, 2005 end of the term of the Partnership under
          the Partnership Agreement.

          In addition, the Management Agreement will also terminate on June 23,
          2005. If the Partnership's rights under the Power Agreement, the
          Partial Assignment and the Wind Park Easement Agreement are extended
          or replaced for a period of time after June 23, 2005, the Partnership
          plans to explore opportunities to extend or replace the Management
          Agreement. If such power sales and land rights agreements are not
          extended or replaced, the Partnership expects to enter into an
          agreement with EWS or a third party to provide for the maintenance of
          the Partnership's Turbines for the period during which they are not
          operating, from June 23, 2005 through the disposition of the Turbines
          by the Partnership.

Liquidity and Capital Resources

The Partnership experienced a lack of liquidity throughout 2004, primarily due
to an ongoing shortfall in revenues from operations in comparison to the costs
and expenses of operations. As a result, interest payments on the Purchase Notes
in the aggregate amount of $4.3 million, were in arrears as of December 31,
2004. The Partnership's failure to make timely payments on the Purchase Notes
gave MCC the right to foreclose against its security interest in all the assets
of the Partnership, including the Turbines. MCC has not exercised its right to
foreclosure under the Purchase Notes. See "Results of Operations for the Year
Ended December 31, 2004 Compared to December 31, 2003".

The Partnership's primary source of revenues and liquidity to fund operations of
the Windsystem, repay debt, administer the Partnership, and make distributions
to its partners is the production and sale of electricity from the Windsystem.
The Partnership's sole customer is SCE. The price paid by SCE for the
electricity is contractually defined under the Power Agreement.

See Part I, "Item 1. BUSINESS - Sale of Electric Power" for additional
information.

As of December 31, 2004, the Partnership had no current or planned commitments
for capital expenditures.

Purchase Notes

The Partnership is in default of the Purchase Notes. As of December 31, 2004 the
total amount in default was $4.3 million, which was comprised of interest in
arrears. In January 2005, a payment of $1.5 million was applied against the
interest in arrears. As of the date of this filing, the total amount in default



8
<PAGE>

is $2.8 million of interest in arrears. See Part I, "Item 1 - BUSINESS - Going
Concern" and Notes 2, 4 and 9 to the Financial Statements for additional
information.

Results of Operations for the Year Ended December 31, 2004 Compared to December
31, 2003

During 2004, the Partnership's electricity revenue was $3.6 million, and the
Windsystem produced 35.4 million kWh of electricity sold to SCE. This was a
decrease of $0.3 million or 6% in revenue and a decrease of 2.4 million kWh or
6% of electricity produced as compared to 2003. The decrease was primarily due
to the SCE Curtailment. See Part I, "Item 1. BUSINESS - SCE Curtailment."

Costs and expenses during 2004 were $3.6 million, a decrease of $0.7 million or
15%, as compared to 2003. Depreciation decreased $0.4 million in 2004 as
compared to 2003 due to the Turbines being fully depreciated during 2004.
Interest expense decreased by $0.1 million as compared to 2003 due to lower
average principal balances on the Purchase Notes outstanding in 2004.
Maintenance expenses decreased by $0.1 million due to a decrease in unscheduled
maintenance in 2004 as compared to 2003. Easement fees remained constant in 2004
as compared to 2003. Insurance costs decreased by $0.1 million in 2004 as
compared to 2003 due to decreased premiums. See Part III, "Item 11. EXECUTIVE
COMPENSATION - Operating Site Rentals" for additional information.

Overall, the Partnership reported a net loss of $0.02 million for 2004, a change
of $0.4 million from the net loss of $0.4 million in 2003. During 2004, the
total partners' deficit increased by $0.02 million to $1.4 million. The net loss
per Unit was $17 for 2004 compared with a net loss per Unit of $341 for 2003.

Cash flows from operations decreased by $1.3 million in 2004 as compared to
2003. This decrease was primarily due to increased payments of outstanding
interest in arrears on the Purchase Notes in 2004 as compared to 2003 and
decreased revenues. Cash flows used in financing activities decreased by $0.1
million due to decreased principal payments on the Purchase Notes. Excess cash
flows from operations are used primarily to fund payments of the interest in
arrears on the Purchase Notes.

Results of Operations for the Year Ended December 31, 2003 Compared to December
31, 2002

During 2003, the Partnership's electricity revenue was $3.9 million, and the
Windsystem produced 37.8 million kWh of electricity sold to SCE. This was a
decrease of $1.0 million or 20% in revenue and a decrease of 9.4 million kWh or
20% of electricity produced as compared to 2002.

Costs and expenses during 2003 were $4.3 million, a decrease of $0.1 million or
3%, as compared to 2002. Interest expense decreased by $0.3 million as compared
to 2002 due to lower average principal balances on the Purchase Notes
outstanding in 2003. Maintenance expenses increased $0.1 million and easement
fees decreased $0.1 million in 2003 as compared to 2002. The decrease in
easement fees is directly related to the decrease in Gross Operating Proceeds
received in 2003. During 2003, Gross Operating Proceeds were $3.8 million, a
decrease of $1.6 million over 2002. Gross Operating Proceeds are defined as all
gross receipts from the sale of electricity generated by the Turbines and all
amounts paid in lieu of receipts from the sale of electricity, including,
without limitation, any proceeds of systems performance or wind resource



9
<PAGE>

insurance, casualty loss and business interruption insurance paid in
reimbursement of lost revenues and warranty payments in reimbursement of lost
revenues. Additionally, accounting related expenses increased by $0.1 million in
2003 as compared to 2002. See Part III, "Item 11.EXECUTIVE COMPENSATION -
Operating Site Rentals" for additional information.

Overall, the Partnership reported a net loss of $0.4 million for 2003, a change
of $0.9 million from the net income of $0.5 million in 2002. During 2003, the
total partners' deficit increased by $0.4 million to $1.4 million. The net loss
per Unit was $341 for 2003 compared with a net income per Unit of $392 for 2002.

Cash flows from operations decreased by $1.7 million in 2003 as compared to
2002. This decrease was primarily due to the decrease in revenues in 2003 as
compared to 2002 and unfavorable changes in working capital during 2003. The
decrease in revenues and unfavorable changes in working capital during 2003 were
offset by the reduction in interest expense in 2003 as compared to 2002. Cash
flows used in financing activities decreased by $2.9 million due to decreased
principal payments on the Purchase Notes. Excess cash flows from operations are
used primarily to fund payments on the Purchase Notes.

Item 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The Partnership's management with the participation of the General Partners'
Chief Executive Officer and Chief Financial Officer has evaluated the disclosure
requirements of Item 305 of Regulation S-K "Quantitative and Qualitative
Disclosures about Market Risk," and has concluded that the Partnership currently
has no market risk sensitive instruments for which this disclosure is required.

Safe Harbor Statement Regarding Outlook and Other Forward Looking Data

Portions of this report, including but not limited to Items 1 and 2 and the
information appearing under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," contain forward-looking
statements and involve risks and uncertainties that could significantly affect
expected results of operations, liquidity, cash flows and business prospects.
Factors that could cause results to differ materially include, but are not
limited to: competitive pricing pressures; higher than expected costs; potential
liability resulting from pending or future litigation; domestic and
international political conditions; political events or insurgent activity; and
capital expenditures, acquisitions or dispositions. Forward-looking statements
are generally accompanied by words such as "estimate", "project", "predict",
"will", "anticipate", "plan", "intend", "believe", "expect" or similar
expressions that convey the uncertainty of future events or outcomes. The
Partnership expressly disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed might not occur.

Item 8.     FINANCIAL STATEMENTS

The financial statements of the Partnership for the fiscal year ended December
31, 2004, filed as part of this Form 10-K and listed in response to Part IV,
"Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K"
hereof, are incorporated by reference herein.



10
<PAGE>


Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE

Effective February 5, 2002, Arthur Andersen LLP resigned as independent
auditors of the Partnership. The Partnership's Current Report on Form 8-K, filed
with the SEC on February 13, 2002, as amended by Form 8-K/A, filed with the SEC
on February 27, 2002, disclosed that during the preceding two years and in the
subsequent interim period through February 5, 2002, there were no "reportable
events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Partnership initially engaged Hein & Associates LLP as the Partnership's
independent auditor as of January 28, 2004. During the 2002 and 2003 fiscal
years and during the 2004 fiscal year through January 28, 2004, the Partnership
did not consult Hein & Associates LLP regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Partnership's
financial statements; or (iii) any matter which was the subject of a
disagreement or a reportable event, as such terms are defined in Item 304(a)(1)
of Regulation S-K and its related instructions.

Item 9A.  CONTROLS AND PROCEDURES

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act. This term means controls and other procedures of
a company that are designed to ensure that information required to be disclosed
by the company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

The Partnership's management, with the participation of the General Partner's
Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Partnership's disclosure controls and procedures as of
December 31, 2004. Based on these evaluations, the General Partner's Chief
Executive Officer and Chief Financial Officer concluded that the Partnership's
disclosure controls and procedures were effective as of December 31, 2004.
During the three months ended December 31, 2004, the Partnership made no change
in its internal control over financial reporting that materially affected, or is
reasonably likely to materially affect, its internal control over financial
reporting.

Item 9B. OTHER INFORMATION

Not applicable.

                                    PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership does not have any employees or directors. The General Partner of
the Partnership is ZWM, a California limited liability company, wholly-owned by
EWS. Under the terms of the Partnership Agreement, the General Partner holds the
exclusive right to manage the business and affairs of the Partnership. The
Limited Partners, a special limited partner, and the substituted limited



11
<PAGE>

partners as defined in the Partnership Agreement are not entitled to exercise
any rights or powers to manage the business and affairs of the Partnership. The
Limited Partners, special limited partner and substituted limited partners have
voting rights only with respect to certain fundamental changes in the nature and
operation of the Partnership, as set forth in the Partnership Agreement.

Executive Officers

Set forth below is certain information regarding officers of ZWM that may be
deemed executive officers of the Partnership for SEC reporting purposes.

Eric D. Gadd, age 49, has served as President and Chief Executive Officer of ZWM
since September 26, 2002, and has served as President and Chief Executive
Officer of EWS since May 11, 2002. Mr. Gadd is responsible for managing and
restructuring the global wind business operations of EWS and affiliates. Prior
to his current assignment, Mr. Gadd served as vice president of business
development for one of Enron's natural gas pipeline affiliates. From 1995 to
2001, he was involved in business development and commercial management in
Enron's London office.

Mary H. Cilia, age 43, has served as Chief Financial Officer and Treasurer of
ZWM since May 3, 2004 and served as Chief Financial Officer and Treasurer of EWS
from June 24, 2003 through November 16, 2004. Prior to her current assignment,
Ms. Cilia served in various accounting capacities for Enron and certain Enron
affiliates from 1999 to 2002.

Mr. Gadd and Ms. Cilia were executive officers of various subsidiaries of Enron
that filed voluntary petitions for Chapter 11 reorganization with the U.S.
Bankruptcy Court for Southern District of New York filed in connection with the
Enron Bankruptcy. See Part I, "Item 1. BUSINESS - Bankruptcy and Mergers" for
additional information.

Directors

ZWM has no directors. EREC, which indirectly holds the sole membership interest
in ZWM, has a board of directors. Because neither the Partnership nor ZWM has an
audit committee or a board of directors, the board of directors of EREC serves
the role of the audit committee for the Partnership and these directors may be
deemed to be directors of the Partnership under the Exchange Act. Set forth
below is certain information regarding the directors of EREC.

K. Wade Cline, age 42, has been a director of EREC since November 17, 2004. Mr.
Cline was elected as Managing Director and Assistant General Counsel of Enron in
February 2002. Mr. Cline has served multiple Enron companies in various legal
and management roles since 1992.

Robert Semple, age 59, has been a director of EREC since December 12, 2002 and
has served as a financial insolvency consultant with Kroll Zolfo Cooper LLC
("Kroll") since 2000. In connection with the Enron Bankruptcy, the debtors
retained the services of Stephen Forbes Cooper, LLC ("SFC"), an affiliate of
Kroll, as an independent contractor to provide management services for the
debtors. SFC has a shared-employee arrangement with Kroll and Mr. Semple
provides management services to Enron and its subsidiaries in connection with
his relationship with Kroll. Mr. Semple served as an independent management
consultant for various companies prior to his association with Kroll. The board
of directors of EREC has determined that Mr. Semple is an "audit committee
financial expert" as such term is defined by the rules of the SEC. Mr. Semple is



12
<PAGE>


not "independent" as such term is defined under the listing standards of the New
York Stock Exchange.

Robert H. Walls, Jr., age 44, has been a director of EREC since November 17,
2004. Mr. Walls was elected as Executive Vice President and General Counsel of
Enron in March 2002. Mr. Walls has served multiple Enron companies in various
senior legal roles since 1992. Mr. Walls is also a member of the board of
directors of Portland General Electric Company.

Eric D. Gadd was a director of EREC from September 26, 2002 through November 16,
2004.

Messrs. Cline, Semple and Walls were executive officers of various subsidiaries
of Enron that filed voluntary petitions for Chapter 11 reorganization with the
U.S. Bankruptcy Court for Southern District of New York filed in connection with
the Enron Bankruptcy. See Part I, "Item 1 BUSINESS - Bankruptcy and Mergers" for
additional information. In addition, Mr. Cline was an executive officer of
Dabhol Power Company, a foreign Enron affiliated entity, for which a receiver
was appointed.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Partnership's directors,
officers, and persons who own more than 10% of a registered class of the
Partnership's equity securities to file reports of ownership and changes in
ownership with the SEC. Robert H. Walls, Jr. and K. Wade Cline, directors of
EREC, each filed a late Form 3 with the SEC on December 17, 2004.

Code of Ethics

Enron (and all of its subsidiary companies, including ZWM and EWS) is subject to
and covered by the Enron Corp. Code of Ethics (which applies to all covered
employees, officers and directors). The foregoing individuals are also subject
to and governed by the Enron Corp. Accounting and Financial Reporting Code of
Ethics, which also applies to all employees of Enron and its subsidiaries,
including ZWM and EWS. A copy of the Enron Corp. Code of Ethics is available,
without charge, upon request in writing to the Partnership at 1221 Lamar Street,
Suite 1600, Houston, Texas 77010 Attention: Investor Relations.

Delegation of Management

The Partnership has delegated certain aspects of the operation, management,
maintenance and repair of the Windsystem to EWS pursuant to the Management
Agreement. See Part I, "Item 1. BUSINESS - Operation and Maintenance Services".

Item 11.    EXECUTIVE COMPENSATION

As the Partnership has no employees, it does not pay executive compensation to
any individual. The General Partner participates in the profits and losses of
the Partnership by virtue of its partnership interests, and EWS receives payment
under the Management Agreement for services rendered thereunder. During 2004,
Mr. Gadd and Ms. Cilia were compensated by Enron, or subsidiaries of Enron, for
all of their services rendered, including their services to the Partnership, and
were not compensated directly by the Partnership. Mr.Semple was compensated for
all of his services rendered, including services to the Partnership, by Kroll,
an affiliate of SFC, which was retained by the debtors in the Enron Bankruptcy
to provide management services for the debtors. SFC has a shared-employee
arrangement with Kroll and Mr. Semple provides management services to Enron and



13
<PAGE>

its subsidiaries in connection with his relationship with Kroll. Messrs. Walls
and Cline were compensated for all of their services rendered, including
services to the Partnership, by Enron. Messrs. Gadd, Semple, Walls and Cline
have not been compensated directly by the Partnership for their services as
directors of EREC.

Distributions

Following its removal as a general partner of the Partnership in June 1988,
PanAero Management Corporation ("PAMC") became a substituted limited partner of
the Partnership. Under an agreement of Settlement and Mutual Release, dated June
26, 2000, settling all claims in the lawsuit entitled PanAero Management
Corporation et. al. v. Zond System, Inc. et al., Los Angeles Superior Court Case
No. BC 130959 (the "Settlement Agreement"), PAMC transferred its substituted
limited partner interest to ZWMC.

The Partnership makes distributions in accordance with the terms of the
Partnership Agreement. The Partnership did not distribute any amounts during
2004.

Windsystem Management Fees

As compensation for its services under the Management Agreement, EWS receives a
management fee of 2% of the Partnership's gross operating proceeds ("Gross
Operating Proceeds"). Gross Operating Proceeds are defined as all gross receipts
from the sale of electricity generated by the Turbines and all amounts paid in
lieu of receipts from the sale of electricity, including, without limitation,
any proceeds of systems performance or wind resource insurance, casualty loss
and business interruption insurance paid in reimbursement of lost revenues and
warranty payments in reimbursement of lost revenues. Under the Management
Agreement, EWS is also reimbursed for 115% of the maintenance costs, including
labor and material costs that it incurs in the performance of services,
including services by third parties. Upon termination of the Management
Agreement in June 2005, EWS will be entitled to receive an incentive fee equal
to the balance of the cash reserve maintained in connection with the Purchase
Notes. As of the date of this filing, no cash reserve had been established.
During 2004, the Partnership incurred $0.1 million for management fees. During
the same period, the Partnership incurred $0.8 million for cost reimbursement of
maintenance and other operating costs under the Management Agreement.

Operating Site Rentals

Under the Wind Park Easement Agreement, Mesa charges the Partnership easement
fees for use of the Operating Site and Infrastructural Improvements in an amount
equal to the greater of 5% of Gross Operating Proceeds or the Partnership's pro
rata share (with the other producers of electric energy from wind power on the
Operating Site) of the payments due the BLM under the Right-of-Way Grant. For
2004, the Partnership's easement fees were $0.2 million.

Interest on Purchase Notes

MCC earns interest from the Partnership on the principal balance outstanding
under the Purchase Notes (from inception until January 1990, at a rate of 13%
per annum and at a rate of 11% per annum thereafter). See Part III, "Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - Purchase Note Financing" for
additional information. The principal under the Purchase Notes was fully repaid
during January 2004. In 2004, MCC earned $2,000 of interest on principal under
the Purchase Notes from the Partnership.



14
<PAGE>


Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Certain Beneficial Owners

To the Partnership's knowledge, no person (including a "group" as that term is
used in Section 13(d)(3) of the Exchange Act) is the beneficial owner of more
than 5% of the Partnership's equity interests.

Ownership of Management

ZWM owns the sole general partner interest in the Partnership. ZWM also owns the
substituted limited partner interest transferred by PAMC as discussed in Part
III, "Item 11- EXECUTIVE COMPENSATION - Distributions" and two Units. No person
who is deemed to be an executive officer or director of the Partnership owns any
interest in the Partnership, ZWM, EREC or any of its subsidiaries.

Changes In Control

In March 1988, ZWMC executed a conditional resignation of its position as a
General Partner, such resignation to become effective upon a material breach of
any of ZWMC's agreements contained in a Letter of Understanding dated March 24,
1988 among ZWMC, EWSI, Dean Witter Reynolds Inc. and certain EWSI affiliates
(the "Letter of Understanding"). It is not clear whether there was a material
breach of any of ZWMC's agreements under the Letter of Understanding; however,
based on a review of the Partnership's books and records, it does not appear
that any affirmative steps have been taken to effectuate a resignation by ZWMC
(or as of April 19, 2002, ZWM) of its position as a General Partner.
Furthermore, even if a material breach of any of ZWMC's agreements under the
Letter of Understanding had occurred, such a breach arguably would not result in
ZWMC's resignation as a General Partner because such a resignation would breach
the terms of the Partnership Agreement.

This description of the terms of ZWMC's conditional resignation is qualified in
its entirety by the Letter of Understanding, including its exhibits, a copy of
which was attached as Exhibit 28.1 to the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1989.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following summarizes payments made to and proposed to be made to, and made
by and proposed to be made by, the Partnership to the General Partner and its
affiliates in connection with certain agreements. These payments were determined
by and among affiliated entities and, consequently, are not the result of
arm's-length negotiations.

EWS receives payments from the Partnership pursuant to the Management Agreement.
EWS has an indirect 50% interest in MCC, which receives payments from the
Partnership pursuant to the Purchase Notes. EWS also has a 50% interest in Mesa,
which receives easement payments from the Partnership pursuant to the Wind Park
Easement Agreement. In addition, Mesa allocates payments received from SCE
pursuant to the Power Agreement to the Partnership based upon the amount of
electricity generated by the Partnership. Eric Gadd is the President and Chief
Executive Officer of EWS. Wade Cline became a Vice President of EWS effective
November 17, 2004. From March 17, 2003 through November 16, 2004 Robert Semple
was Managing Director of EWS and effective November 17, 2004, he became
Associate Restructuring Director of EWS.



15
<PAGE>


Purchase Note Financing

Prior to maturity on December 31, 2002, the Purchase Notes were payable in equal
semi-annual installments of principal and interest over 18 years, commencing in
1984. Interest was accrued from 1984 to January 1990 at a 13% rate per annum and
at an 11% rate per annum thereafter. During 2004, the Partnership made principal
payments to MCC on the Purchase Notes of $0.5 million. At December 31, 2004,
$4.3 million of accrued interest was due to MCC under the Purchase Notes. In
January 2005, $1.5 million of accrued interest was paid by the Partnership to
MCC reducing the accrued but unpaid interest balance to $2.8 million. The
Partnership is in default of the Purchase Notes. Upon notice of default, MCC has
a right to foreclose against its security interest in the assets of the
Partnership, including the Turbines. As of the date of filing of this report,
MCC has not notified the Partnership of its intent to foreclose on its security
interest. See Part II, "Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources"
for additional information.

Management of the Windsystem

Under the Management Agreement, EWS is obligated to exercise due diligence in
performing its duties and obligations. EWS's duties and obligations include, but
are not limited to: (1) representing the Partnership in its dealings with SCE,
(2) collecting all revenues from SCE, (3) disbursing funds to cover necessary
operating costs, including without limitation, repairs and maintenance,
easements, property taxes, debt service and insurance, (4) hiring and
supervising operating and maintenance personnel, (5) causing the Turbines to be
maintained in good condition and repair, (6) complying with any orders or
obligations imposed by any governmental agency with jurisdiction, unless the
Partnership instructs to the contrary, (7) investigating all accidents or damage
relating to the ownership, operation or maintenance of the Turbines or
infrastructural facilities, (8) enforcing warranty and insurance claims
associated with the Turbines, the infrastructural facilities and components
thereof, (9) complying with the Right-of-Way Grant operating conditions and
requirements, (10) operating, maintaining and repairing the infrastructural
facilities, (11) maximizing production of electric power, (12) using best
efforts to ensure costs and expenses are reasonable and competitive with those
of unaffiliated third parties, (13) providing quarterly accounting and operating
reports, and (14) performing other services, in its reasonable judgment, that it
may deem necessary.

As compensation for its services under the Management Agreement, EWS receives a
management fee of 2% of the Partnership's Gross Operating Proceeds. Under the
Management Agreement, EWS is entitled to be reimbursed for 115% of the
maintenance costs, including labor and material costs that it incurs in the
performance of services including services by third parties. See Part III, "Item
11. EXECUTIVE COMPENSATION - Windsystem Management Fees" for additional
information.

During 2004, the Partnership made payments under the Management Agreement to or
on behalf of EWS in an aggregate amount of approximately $0.9 million. See Part
I, "Item 1 - BUSINESS - Operation and Maintenance Services".

Wind Park Easement Agreement

The Partnership uses a portion of the Operating Site and the Infrastructural
Improvements pursuant to the Wind Park Easement Agreement. Under the Wind Park



16
<PAGE>

Easement Agreement, Mesa charges the Partnership easement fees in an amount
equal to the greater of 5% of Gross Operating Proceeds or the Partnership's pro
rata share (with the other producers of electric energy from wind power on the
Operating Site) of the payments due the BLM under the Right-of-Way Grant. During
the year ended December 31, 2004, the Partnership paid $0.2 million in easement
fees to Mesa.

Effective January 1, 1996, the BLM changed the annual easement payment due under
the Right-of-Way Grant to a flat rent of $79,000. ZPI and ZPII are each charged
a pro rata share of the $79,000 in accordance with the Wind Park Easement
Agreement based on their ratios of aggregated rated capacity of the turbines
installed on the Operating Site. Easement payments may be adjusted by the BLM
annually to reflect any change in the fair easement value of the Operating Site,
which could result in revised easement payments by the Partnership to Mesa.

Partial Assignment

Under the Partial Assignment, Mesa is an agent for the Partnership in connection
with the collection of the payments from SCE for deliveries of electric power to
SCE by the Partnership under the Power Agreement. Mesa also serves as an agent
for ZPII under a similar partial assignment of the Power Agreement relating to
that entity. Mesa allocates the payments received from SCE under the Power
Agreement between the Partnership and ZPII based upon the prorated amount of
electricity generated by each entity with respect to the period applicable to
such payment. During 2004, Mesa allocated and distributed to the Partnership
approximately $4.2 million of revenues received from SCE under the Power
Agreement.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees paid for professional audit services rendered to the
Partnership by Hein & Associates LLP during 2004 were approximately $48,000. The
board of directors of EREC pre-approves all audit and non-audit services
provided by Hein & Associates LLP to the Partnership.

                                     PART IV

Item 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)1        Financial Statements

            Balance Sheets at December 31, 2004 and 2003
            Statements of Operations for the years ended December 31, 2004, 2003
            and 2002

            Statements of Changes in Partners' Deficit for the years ended
            December 31, 2004, 2003 and 2002

            Statements of Cash Flows for the years ended December 31, 2004, 2003
            and 2002

            Notes to Financial Statements


(a)2        Schedules

            None



17
<PAGE>


(a)3        Exhibits


  Number                   Description

  3.1           First Amended and Restated Certificate and Agreement of
                Limited Partnership of Zond-PanAero Windsystem Partners I
                entered into on November 29, 1984 (Incorporated by reference
                from Exhibit A to the Partnership's Registration Statement on
                Form 10 dated April 29, 1985).

  3.2           First Amendment to First Amended and Restated Certificate dated
                as of June 27, 1988 (Incorporated by reference from Exhibit 3.2
                to the Partnership's Annual Report on Form 10-K (File No.
                0-13510) for the fiscal year ended December 31, 1988).

  10.1          Wind Park Power Purchase and Sales Agreement between PanAero
                and Southern California Edison Company dated April 12, 1982;
                Assignment of Wind Park Power Purchase and Sales Agreement
                dated July 28, 1984, between PanAero and Mesa; and Partial
                Assignment of Wind Park Power Purchase and Sales Agreement
                effective September 25, 1984, between Mesa and the Partnership
                (Incorporated by reference from Exhibit B to the Partnership's
                Registration Statement on Form 10 dated April 29, 1985); and
                Amendment to Partial Assignment of Wind Park Power Purchase
                and Sales Agreement effective December 31, 2004, between Mesa
                and the Partnership (Incorporated by reference from Exhibit
                10.1 to the Partnership's Current Report on Form 8-K dated
                February 16, 2005).

  10.2          Right-of-Way Grant (Serial No. CA-11688-A) issued by the
                Bureau of Land Management of the United States Department of
                the Interior to PanAero and assigned to Mesa (Incorporated by
                reference from Exhibit C to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985); as amended by the
                Decision of the United States Department of the Interior
                Bureau of Land Management dated December 19, 2002
                (Incorporated by reference from Exhibit 10.2 to the
                Partnership's Annual Report on Form 10-K (File No. 0-13510)
                for the fiscal years ended December 31, 2001, 2002 and 2003).

  10.3          Wind Park Easement Agreement dated as of September 7, 1984,
                between Mesa and the Partnership; Amendment to Wind Park
                Easement Agreement dated as of November 28, 1984 (Incorporated
                by reference from Exhibit D to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985); and Amendment to
                Wind Park Easement Agreement effective December 31, 2004
                between Mesa and the Partnership (Incorporated by reference
                from Exhibit 10.3 to the Partnership's Current Report on Form
                8-K dated February 16, 2005).

   10.4         Windsystem Management Agreement dated July 27, 1988, between EWS
                and the Partnership, and First Amendment to Windsystem
                Management Agreement, (Incorporated by reference from Exhibit
                10.5 to the Partnership's Annual Report on Form 10-K (File No.
                0-13510) for the fiscal year ended December 31, 1988).



18
<PAGE>


   10.5         Second Amendment to Windsystem Management Agreement between
                EWS and the Partnership (Incorporated by reference from
                Exhibit 10.5 to the Partnership's Annual Report on Form 10-K
                (File No. 0-13510) for the fiscal year ended December 31,
                1989) and Third Amendment to Windsystem Management Agreement
                effective December 31, 2004 between EWS and the Partnership
                (Incorporated by reference from Exhibit 10.2 to the
                Partnership's Current Report on Form 8-K dated February 16,
                2005).

   10.6         Purchase Note and Security Agreement dated as of November 26,
                1984, between MCC and the Partnership (Incorporated by
                reference from Exhibit G to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985).

   10.7         First Amendment to Purchase Note and Security Agreement dated
                as of November 7, 1989, between MCC and the Partnership
                (Incorporated by reference from Exhibit 10.7 to the
                Partnership's Annual Report on Form 10-K (File No. 0-13510)
                for the fiscal year ended December 31, 1989).

   10.8         Agreement Addressing Renewable Energy Pricing and Payment Issues
                dated as of August 22, 2001 between Mesa and SCE (Incorporated
                by reference from Exhibit 99.1 to the Partnership's Current
                Report on Form 8-K dated November 25, 2003).


   31.1         Rule 13a-14(a) Certification of Eric D. Gadd

   31.2         Rule 13a-14(a) Certification of Mary H. Cilia

   32.1         Section 1350 Certification of Eric D. Gadd

   32.2         Section 1350 Certification of Mary H. Cilia



                                       19
<PAGE>

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.


                                        Zond-PanAero Windsystem Partners I

                                        By:  Zond Windsystems Management LLC,
                                        General Partner

                                        By:     /s/ Eric D. Gadd
                                           -------------------------------------
                                        Eric D. Gadd
                                        Chief Executive Officer

                                        March 31, 2005




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 and
in the capacities and on the dates indicated.


             Signature                         Title                   Date
             _________                         _____                   ____


By:   /s/ Eric D. Gadd           Chief Executive Officer of       March 31, 2005
    --------------------         Zond Windsystems Management
          Eric D. Gadd           LLC, the General Partner of
                                 Zond-PanAero Windsystem
                                 Partners I.

By:  /s/ Mary H. Cilia           Chief Financial Officer of       March 31, 2005
    --------------------         Zond Windsystems Management
         Mary H. Cilia           LLC, the General Partner of
                                 Zond-PanAero Windsystem
                                 Partners I.

By:   /s/ Robert Semple          Director of Enron Renewable      March 31, 2005
    ---------------------        Energy Corp.
          Robert Semple

By:   /s/ Robert H. Walls Jr.    Director of Enron Renewable     March 31, 2005
    -------------------------    Energy Corp.
          Robert H. Walls Jr.

By:   /s/ Kenneth Wade Cline     Director of Enron Renewable      March 31, 2005
    --------------------------   Energy Corp.
          Kenneth Wade Cline




20
<PAGE>

                                  Exhibit Index
                                  _____________


   Number            Description

   3.1          First Amended and Restated Certificate and Agreement of
                Limited Partnership of Zond-PanAero Windsystem Partners I
                (Incorporated by reference from Exhibit A to the Partnership's
                Registration Statement on Form 10 dated April 29, 1985).

   3.2          First Amendment to First Amended and Restated Certificate dated
                as of June 27, 1988 (Incorporated by reference from Exhibit 3.2
                to the Partnership's Annual Report on Form 10-K (File No.
                0-13510) for the fiscal year ended December 31, 1988).

  10.1          Wind Park Power Purchase and Sales Agreement between PanAero
                and Southern California Edison Company dated April 12, 1982;
                Assignment of Wind Park Power Purchase and Sales Agreement
                dated July 28, 1984, between PanAero and Mesa; and Partial
                Assignment of Wind Park Power Purchase and Sales Agreement
                effective September 25, 1984, between Mesa and the Partnership
                (Incorporated by reference from Exhibit B to the Partnership's
                Registration Statement on Form 10 dated April 29, 1985); and
                Amendment to Partial Assignment of Wind Park Power Purchase
                and Sales Agreement effective December 31, 2004, between Mesa
                and the Partnership (Incorporated by reference from Exhibit
                10.1 to the Partnership's Current Report on Form 8-K dated
                February 16, 2005).

   10.2         Right-of-Way Grant (Serial No. CA-11688-A) issued by the Bureau
                of Land Management of the United States Department of the
                Interior to PanAero and assigned to Mesa (Incorporated by
                reference from Exhibit C to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985); amended by Decision
                of the United States Department of the Interior Bureau of Land
                Management dated December 19, 2002 (Incorporated by reference
                from Exhibit 10.2 to the Partnership's Annual Report on Form
                10-K (File No. 0-13510) for the fiscal years ended December 31,
                2001, 2002 and 2003).

  10.3          Wind Park Easement Agreement dated as of September 7, 1984,
                between Mesa and the Partnership; Amendment to Wind Park
                Easement Agreement dated as of November 28, 1984 (Incorporated
                by reference from Exhibit D to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985); and Amendment to
                Wind Park Easement Agreement effective December 31, 2004
                between Mesa and the Partnership (Incorporated by reference
                from Exhibit 10.3 to the Partnership's Current Report on Form
                8-K dated February 16, 2005).

   10.4         Windsystem Management Agreement dated July 27, 1988, between EWS
                and the Partnership, and First Amendment to Windsystem
                Management Agreement, (Incorporated by reference from Exhibit
                10.5 to the Partnership's Annual Report on Form 10-K (File No.
                0-13510) for the fiscal year ended December 31, 1988).

  10.5          Second Amendment to Windsystem Management Agreement between EWS
                and the Partnership (Incorporated by reference from Exhibit 10.5



21
<PAGE>


                to the Partnership's Annual Report on Form 10-K (File No.
                0-13510) for the fiscal year ended December 31, 1989); and Third
                Amendment to Windsystem Management Agreement effective December
                31, 2004 between EWS and the Partnership (Incorporated by
                reference from Exhibit 10.2 to the Partnership's Current Report
                on Form 8-K dated February 16, 2005).

  10.6          Purchase Note and Security Agreement dated as of November 26,
                1984, between MCC and the Partnership (Incorporated by
                reference from Exhibit G to the Partnership's Registration
                Statement on Form 10 dated April 29, 1985).

  10.7          First Amendment to Purchase Note and Security Agreement dated
                as of November 7, 1989, between MCC and the Partnership
                (Incorporated by reference from Exhibit 10.7 to the
                Partnership's Annual Report on Form 10-K (File No. 0-13510)
                for the fiscal year ended December 31, 1989).

  10.8          Agreement Addressing Renewable Energy Pricing and Payment Issues
                dated as of August 22, 2001 between Mesa and SCE (Incorporated
                by reference from Exhibit 99.1 to the Partnership's Current
                Report on Form 8-K dated November 25, 2003).

   31.1*        Rule 13a-14(a) Certification of Eric D. Gadd

   31.2*        Rule 13a-14(a) Certification of Mary H. Cilia

   32.1*        Section 1350 Certification of Eric D. Gadd

   32.2*        Section 1350 Certification of Mary H. Cilia

* Filed with this report



22
<PAGE>



                       ZOND-PANAERO WINDSYSTEM PARTNERS I,
                        A CALIFORNIA LIMITED PARTNERSHIP
                              FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


 Report of Independent Registered Public Accounting Firm

 Balance Sheets at                                                          F-1
 December 31, 2004 and 2003

 Statements of Operations for the years ended                               F-2
 December 31, 2004, 2003 and 2002

 Statements of Changes in Partners' Deficit for the years ended             F-3
 December 31, 2004, 2003 and 2002

 Statements of Cash Flows for the years ended                               F-4
 December 31, 2004, 2003 and 2002

 Notes to Financial Statements                                              F-5




23
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Zond-PanAero Windsystem Partners I:


We have audited the accompanying balance sheet of Zond-PanAero Windsystem
Partners I (the "Partnership") as of December 31, 2004 and 2003 and the related
statements of operations, changes in partners' deficit and cash flows for the
years ended December 31, 2004, 2003 and 2002. 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 generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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 the Partnership as of December
31, 2004 and 2003, and the results of its operations and its cash flows for the
years ended December 31, 2004, 2003 and 2002 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in note 2 to the
financial statements, the Partnership has not had sufficient cash flows from
operations to make payments of interest in arrears on outstanding debt and
certain agreements relating to the Partnership's ability to generate electricity
expire in 2005. These matters raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.



HEIN & ASSOCIATES LLP

Houston, Texas
March 16, 2005




24
<PAGE>


                       ZOND-PANAERO WINDSYSTEM PARTNERS I,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                             (Dollars in thousands)



                                    December 31, 2004       December 31, 2003
                                 ______________________   ______________________

Assets
 Current assets:
   Cash and cash equivalents     $               2,603   $             2,125
   Accounts receivable from
     related party                                 401                   921
   Other current assets                             44                    40

                                 ______________________   ______________________
Total current assets                             3,048                 3,086
                                 ______________________   ______________________


Property, plant and equipment:
   Buildings                                        98                    98
   Plant and Equipment                          49,561                49,561
   Less - accumulated
     depreciation                              (49,305)              (47,218)
                                 ______________________   ______________________
Property, plant and
  equipment, net                                   354                 2,441
                                 ______________________   ______________________
   Total assets                  $               3,402    $            5,527
                                 ______________________   ______________________
                                 ______________________   ______________________


Liabilities and partners'
  deficit
Current liabilities:
   Accounts payable and
     accrued expenses            $                 243     $            392
   Accounts payable to
     related party                                 296                  255
   Current portion of notes
     payable to related party                       -                   458
   Accrued interest to
     related party                               4,265                5,804

                                 ______________________   ______________________
 Total current liabilities                       4,804                6,909
                                 ______________________   ______________________


Partners' deficit:
   General partner                                  (6)                  (6)
   Limited partners                             (1,971)              (1,951)
   Substituted limited
     partner (Note 1)                               (6)                  (6)
   Contributed capital                             581                  581
                                 ______________________   ______________________
      Total partners' deficit                   (1,402)              (1,382)
                                 ______________________   ______________________

      Total liabilities and
        partners' deficit        $               3,402    $           5,527
                                 ______________________   ______________________
                                 ______________________   ______________________


The accompanying notes are an integral part of the financial statements.

                                       F-1



25
<PAGE>

<TABLE>

                                        ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                         A CALIFORNIA LIMITED PARTNERSHIP
                                             STATEMENTS OF OPERATIONS
                       (Dollars in thousands, except per Unit value, which is in whole dollars)

<CAPTION>

                                                                     For the years ended,
                                           ___________________________________________________________________
                                             December 31, 2004      December 31, 2003      December 31, 2002
                                           _____________________  _____________________  _____________________

<S>                                        <C>                    <C>                    <C>

Revenue:
  Sale of electricity                      $              3,611   $              3,858   $               4,814
  Other Income                                                5                      6                      41
                                          _____________________  _____________________________________________

Total revenue                                             3,616                  3,864                   4,855

Costs and expenses:
  Depreciation                                            2,087                  2,495                   2,495
  Interest expense                                            2                     86                     376
  Property taxes                                             86                     79                      72
  Easement fees to related party                            209                    188                     261
  Management fees to related party                           84                     75                     104
  Maintenance and other operating costs
     to related and other parties                           840                    927                     850
  Insurance costs                                           174                    269                     222
  Other operating costs                                     154                    151                       9
                                          _____________________  _____________________________________________

Total costs and expenses                                  3,636                  4,270                   4,389
                                          _____________________  _____________________________________________

Net (loss) income                          $                (20)  $               (406)  $                 466
                                          _____________________  _____________________________________________
                                          _____________________  _____________________________________________

Net (loss) income per Unit                 $                (17)  $               (341)  $                 392
                                          _____________________  _____________________________________________
                                          _____________________  _____________________________________________

Number of outstanding Limited
  Partner Units                                           1,190                  1,190                   1,190
                                          _____________________  _____________________________________________
                                          _____________________  _____________________________________________

</TABLE>

The accompanying notes are an integral part of the financial statements.

                                                          F-2



26
<PAGE>

<TABLE>

                                 ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                  A CALIFORNIA LIMITED PARTNERSHIP
                              STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                                        (Dollars in thousands)

<CAPTION>



                                     For the years ended December 31, 2004, 2003 and 2002

                                                                    Substituted
                                                                     Limited    Contributed
                                             General     Limited     Partner     Capital
                                   Total     Partner     Partners    (Note 1)    (Note 5)
                                 _________ __________ ____________ ____________ ____________

<S>                              <C>       <C>        <C>          <C>          <C>

Profit and loss allocation        100.00%       0.50%       99.00%        0.50%
                                 _________ __________ ____________ ____________ ____________

Balance at December 31, 2001      (1,442)         (6)      (2,011)          (6)         581

Net Income                           466           2          462            2          -
                                 _________ __________ ____________ ____________ ____________


Balance at December 31, 2002        (976)         (4)      (1,549)          (4)          581

Net loss                            (406)         (2)        (402)          (2)          -
                                 _________ __________ ____________ ____________ ____________


Balance at December 31, 2003      (1,382)         (6)      (1,951)          (6)          581

Net loss                             (20)         -           (20)          -           -
                                 _________ __________ ____________ ____________ ____________

Balance at December 31, 2004    $ (1,402)  $      (6)  $   (1,971)      $   (6) $        581
                                 _________ __________ ____________ ____________ ____________
                                 _________ __________ ____________ ____________ ____________

</TABLE>


The accompanying notes are an integral part of the financial statements.


                                          F-3


27
<PAGE>

<TABLE>

                                    ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                      A CALIFORNIA LIMITED PARTNERSHIP
                                          STATEMENTS OF CASH FLOWS
                                           (Dollars in thousands)


<CAPTION>

                                                                                 For the years ended,
                                                       ___________________________________________________________________
                                                         December 31, 2004      December 31, 2003      December 31, 2002
                                                       _____________________  ____________________________________________

<S>                                                     <C>                    <C>                    <C>


Cash Flow From Operating Activities:

Net (loss) income                                       $              (20)    $              (406)   $              466

Reconciliation of net (loss) income to net cash
    provided by operating activities:

Depreciation                                                         2,087                   2,495                 2,495

Changes in operating assets and liabilities:
  Accounts receivable                                                  -                       105                  (105)
  Accounts receivable from related party                               520                    (108)                  507
  Other current assets                                                  (4)                     (1)                    2
  Accounts payable and accrued expenses                               (149)                    324                   (60)
  Amount payable to related party                                       41                    (292)                  297
  Accrued interest payable to related party                         (1,539)                     86                   276
                                                        _____________________  ____________________________________________

Net cash provided by operating activities                              936                   2,203                 3,878

Cash flows used in financing activities:

  Principal payments on notes payable to related party                (458)                   (550)               (3,489)
                                                       _____________________  ____________________________________________

  Net increase in cash and cash equivalents                            478                   1,653                   389

Cash and cash equivalents at beginning of the period                 2,125                     472                    83
                                                       _____________________  ____________________________________________

Cash and cash equivalents at end of period             $             2,603    $              2,125  $                472
                                                       _____________________  ____________________________________________
                                                       _____________________  ____________________________________________


Supplemental disclosure of cash flow information:
  Cash paid during the year for interest               $             1,541   $                 -   $                  99

</TABLE>


The accompanying notes are an integral part of the financial statements.


                                                 F-4


28
<PAGE>


                       ZOND-PANAERO WINDSYSTEM PARTNERS I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - THE PARTNERSHIP

Introduction

Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership"), was formed on June 29, 1984, to purchase, own and operate a
system of 300 Vestas Energy A/S Model V-15 wind turbine electric generators (the
"Turbines"). The electricity generated by the Turbines is sold by the
Partnership to its sole customer, Southern California Edison Company ("SCE").

Each Turbine has a rated capacity of 65 kilowatts, and the Turbines have an
aggregate rated capacity of 19.5 megawatts. The Turbines, together with certain
infrastructural improvements (the "Infrastructural Improvements"), which are
owned by Mesa Wind Developers ("Mesa), a joint venture between Enron Wind
Systems, Inc ("EWSI") and an affiliate of PanAero Corporation ("PanAero"), form
an integrated electric power generating facility (the "Windsystem"). The
Windsystem is located in the San Gorgonio Pass area of the San Bernardino
Mountains near Palm Springs, California (the "Operating Site").

The Turbines are interconnected by a system of transformers and power transfer
lines to a substation and SCE's transmission grid. The individual power lines
from each of the Turbines are fed into step-up transformers, which increase the
voltage from 480 volts to 12.5 kilovolts. Additional 12.5 kilovolt power
transfer lines carry electricity to a substation, which steps up the electric
power to 115 kilovolts for delivery to SCE.

EWSI is a developer and operator of commercial wind-powered electric generating
facilities and PanAero is a wind resources development company. On January 3,
1997, EWSI's parent, Zond Corporation, became a wholly-owned subsidiary of Enron
Renewable Energy Corp., which is wholly-owned by Enron Corp. ("Enron"). In May
1997, the name of Zond Corporation was changed to Enron Wind Corp. ("EWC").

The general partner (the "General Partner") of the Partnership is Zond
Windsystems Management LLC ("ZWM"), a California limited liability company
wholly-owned by Enron Wind Systems, LLC ("EWS"). See "Bankruptcy and Mergers"
regarding certain affiliated mergers and name changes affecting ZWM, EWS and
EWC. The business of the Partnership and the respective rights of its partners,
including the Partnership's limited partners (the "Limited Partners"), are
governed by the First Amended and Restated Certificate and Agreement of Limited
Partnership of Zond-PanAero Windsystem Partners I, a California Limited
Partnership, entered into on November 29, 1984, as amended (the "Partnership
Agreement").

The Partnership Agreement terminates on December 31, 2005, unless earlier
terminated in accordance with the provisions of the Partnership Agreement. The
Windsystem, which became operational in November 1984, was constructed by Mesa
Construction Company ("MCC"), a joint venture between an affiliate of EWSI and
an affiliate of PanAero. The Partnership paid MCC a total of $48.9 million for



29

                                      F-5

<PAGE>


the purchase, construction and installation of the Turbines, comprised of $22.4
million in cash and $26.5 million in the form of eighteen-year, 13% notes
payable in equal semi-annual installments of principal and interest totaling
$1.9 million (the "Purchase Notes"). As of the date of filing of this report,
the Partnership is in default of the Purchase Notes. See Notes 2 and 4 below.

Bankruptcy and Mergers

Commencing on December 2, 2001, and periodically thereafter, Enron and certain
of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code"). This matter is referred
to herein as the "Enron Bankruptcy". On February 20, 2002, EWC and EWSI each
filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
Additionally, two California limited liability companies formed on February 19,
2002 for the purposes of merging with EWC and EWSI in anticipation of the sale
of Enron's wind turbine manufacturing business also filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code.

EWC merged with and into one of such limited liability companies on April 19,
2002 and the surviving limited liability company changed its name to Enron Wind
LLC ("EW"). EWSI merged with and into the other limited liability company, also
on April 19, 2002, and the surviving limited liability company changed its name
to Enron Wind Systems, LLC.
On April 12, 2002, Zond Windsystems Management Corporation ("ZWMC"), the general
partner of the Partnership at such time, merged with and into a third California
limited liability company, formed on March 12, 2002, and the surviving limited
liability company changed its name to Zond Windsystems Management LLC. On May 3,
2002, Zond Construction Corp. merged with and into a fourth California limited
liability company, formed on March 21, 2002, and the surviving limited liability
company changed its name to Zond Construction LLC ("ZC"). Neither ZWM nor ZC has
filed for bankruptcy.

On November 17, 2004, the Chapter 11 Plan (the "Plan") relating to the Enron
Bankruptcy became effective. The Plan provides for Enron and its affiliated
debtor companies (including EWS and EW) to sell most of their assets and
distribute to their creditors the proceeds of such sales. In connection with the
Plan, EWS assumed the Management Agreement (as defined in "Operation and
Maintenance Services" below) and that agreement remains in effect.

Substituted Limited Partner

PanAero Management Corporation ("PAMC"), a California corporation wholly-owned
by PanAero, formerly served as a general partner of the Partnership (together
with ZWMC, the "Former General Partners"). In June 1988, the Partnership
solicited a vote by proxy of the Limited Partners to remove PAMC as a general
partner. Pursuant to that vote, PAMC was converted to a substituted limited
partner. Although the term "Substituted Limited Partner" is defined in the
Partnership Agreement as any individual, partnership, corporation, trust or
other entity admitted to the Partnership as a Limited Partner pursuant to
transfer provisions under the Partnership Agreement, the term substituted
limited partner is used in the accompanying financial statements in reference to
the substituted limited partner interest created by the removal of PAMC as a
general partner. Under an Agreement of Settlement and Mutual Releases (the
"Settlement Agreement") executed on June 26, 2000, PAMC agreed to transfer its
substituted limited partner interest in the Partnership to ZWMC.



30
<PAGE>

Sale to General Electric

On April 10, 2002, Enron, EWC and certain of its subsidiaries, including EWSI,
entered into an Amended and Restated Purchase and Sale Agreement in which such
entities agreed to sell in an asset sale (the "GE Sale") their wind turbine
manufacturing, operation and maintenance and construction businesses to General
Electric Company, acting through its GE power systems business ("GEPS"). The GE
Sale was consummated on May 10, 2002. EW and its subsidiary companies retained
its existing wind power projects including the indirect ownership of the general
partnership interest in the Partnership. However, effective as of the sale,
substantially all of the employees who had been involved in the management of
the Partnership transferred to GEPS.

Following the sale to GEPS, certain Enron personnel who were not formerly
involved with the management or operations of the Partnership were appointed to
manage and operate the Partnership, and ZWM's principal executive offices were
moved to 1400 Smith Street, Houston, Texas 77002. In March 2004, the principal
executive offices were moved to 1221 Lamar Street, Suite 1600, Houston, Texas
77010. Eric D. Gadd was appointed President and Chief Executive Officer of ZWM
on September 26, 2002. Mary H. Cilia was appointed Chief Financial Officer and
Treasurer of ZWM on May 3, 2004. ZWM has no directors. The directors of EREC may
be deemed directors of the Partnership under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Operation and Maintenance Services

EWS manages the Windsystem pursuant to a windsystem management agreement with
the Partnership executed on July 27, 1988 (the "Management Agreement"). The
Management Agreement by its term was to terminate on December 31, 2004; however,
on February 16, 2005, the Partnership and EWS entered into a Third Amendment to
Windsystem Management Agreement (the "Management Agreement Amendment"), which
amendment was effective as of December 31, 2004. The Management Agreement
Amendment extended the termination date of the Management Agreement from
December 31, 2004 to June 23, 2005. See Note 2 for additional information.

Prior to May 10, 2002, Enron Wind Maintenance LLC, an affiliate of EWS, provided
operations and maintenance services for the Windsystem. On May 10, 2002, EWS
contracted with GE Wind Energy, LLC to perform certain operations and
maintenance services relating to the Windsystem for a period of one year ending
on May 10, 2003.

In April 2003, EWS entered into an agreement (the "O&M Agreement") with SeaWest
Asset Management Services, LLC ("SeaWest") to provide certain operation and
maintenance services relating to the Windsystem for a 5-year period ending on
May 10, 2008. If EWS terminates the O&M Agreement prior to the end of its stated
term, EWS may be required to pay certain agreed demobilization fees to SeaWest.
If EWS is required to pay such fees, EWS may attempt to seek recovery from the
Partnership of some, or all, of the amount of such fees pursuant to the terms of
the Management Agreement. Management currently estimates that the amount of the
demobilization fee, if any, for which EWS would seek recovery from the
Partnership would not be in excess of approximately $72,000.



31
<PAGE>


Substantial Transactions and Operating Agreements

The accompanying financial statements include substantial transactions with
related parties. These transactions are further described in Note 5.

A summary of the major operating agreements entered into by the Partnership,
directly or indirectly, is set forth below:

(1)      The Partnership sells the electric power generated by the Turbines to
         Southern California Edison Company ("SCE"), pursuant to a power
         purchase and sales agreement (the "Power Agreement"). The Power
         Agreement was originally entered into between SCE and PanAero in April
         1982 and covers an aggregate of 29.9 megawatts of generating capacity.
         PanAero assigned the Power Agreement to Mesa in July 1984. Mesa
         subsequently assigned the portion of the Power Agreement that covers
         the aggregate rated capacity of the Turbines (19.5 megawatts), to the
         Partnership pursuant to that certain Partial Assignment of Wind Park
         Power Purchase and Sales Agreement dated September 28, 1984 (the
         "Partial Assignment"). Such assignment was to terminate effective
         December 31, 2004; however, on February 16, 2005, the Partnership and
         Mesa entered into an Amendment to Partial Assignment of Wind Park Power
         Purchase and Sales Agreement (the "Partial Assignment Amendment") which
         amendment was effective as of December 31, 2004. The Partial Assignment
         Amendment extended the termination date of the Partial Assignment from
         December 31, 2004 to June 23, 2005. See Note 2 for additional
         information. The remaining 10.4 megawatts of generating capacity
         available under the Power Agreement was assigned by Mesa to
         Zond-PanAero Windsystem Partners II, a California limited partnership
         ("ZPII"), whose general partner is an affiliate of the General Partner.
         Under the Power Agreement, SCE is required to purchase all of the
         electric output from the Turbines at a rate equal to the greater of,
         either 89% of SCE's "Cost of Energy" or a fixed minimum price of $.102
         per kilowatt hour ("kWh"). The Power Agreement provides, however, that
         if SCE's cost of energy exceeds $.20 kWh, the price per kWh paid by SCE
         will be limited to $.20 per kWh plus 70% of the difference between 89%
         of SCE's cost of energy and $.20 per kWh. During the years ended
         December 31, 2004 and 2003, the Partnership earned $.102 per kWh of
         electricity delivered to SCE.

(2)      Since July 1988, the Partnership has contracted with EWS (or its
         predecessor) for the operation and maintenance of the Turbines and the
         performance of certain ancillary management services, such as  the
         administration and payment of all Partnership expenses. Under the
         provisions of the Management Agreement, the Partnership pays a
         management fee of 2% of the Partnership's gross operating proceeds
         ("Gross Operating Proceeds"). Gross Operating Proceeds are defined as
         all gross receipts from the sale of electricity generated by the
         Turbines and all amounts paid in lieu of receipts from the sale of
         electricity, including, without limitation, any proceeds of systems
         performance or wind resource insurance, casualty loss and business
         interruption insurance paid in reimbursement of lost revenues and
         warranty payments in reimbursement of lost revenues. Under the
         Management Agreement, EWS is also reimbursed for 115% of the
         maintenance costs, including labor and material costs that it incurs
         in the performance of services, including services performed by third
         parties. See Note 5.

(3)      The Operating Site is situated on two adjoining parcels of land,
         consisting of approximately 440 acres, located in the San Gorgonio Pass
         area of the San Bernardino Mountains approximately 16 miles northwest



                                       32
<PAGE>


         of Palm Springs, California. The Partnership owns the Turbines,
         including the supporting towers and related concrete support pads and
         controllers. The Partnership uses the Infrastructural Improvements and
         a portion of the Operating Site pursuant to an easement granted by Mesa
         under the terms of a Wind Park Easement Agreement dated as of September
         7, 1984, as amended (the "Wind Park Easement Agreement"). The
         Infrastructural Improvements include roads, fences, power transfer
         system, substation and maintenance facilities. Mesa has title to the
         Infrastructural Improvements, but has granted the Partnership a
         security interest in such assets under the Wind Park Easement
         Agreement. The Infrastructural Improvements are also utilized by ZPII
         under a similar arrangement with Mesa.

         Mesa has rights to develop wind energy resources at the Operating Site,
         which includes the Infrastructural Improvements, under a right-of-way
         grant (the "Right-of-Way Grant") from the United States Bureau of Land
         Management ("BLM"). The Right-of-Way Grant was originally issued to
         PanAero on January 26, 1983, and was assigned by PanAero to Mesa in
         April 1984. The primary term of the Right-of-Way Grant expired on
         January 26, 2003.

         On December 19, 2002, the Right-of-Way Grant was extended for a
         ten-year period commencing on January 27, 2003; however, the Wind Park
         Easement Agreement was to terminate on December 31, 2004. On February
         16, 2005 the Partnership and Mesa entered into an Amendment to the Wind
         Park Easement Agreement (the "Easement Amendment"), which was effective
         as of December 31, 2004. The Easement Amendment extended the
         termination date of the Wind Park Easement Agreement from December 31,
         2004 to June 23, 2005. See Note 2 for additional information.

         EWSI, PanAero, and their affiliates have developed and sold additional
         wind turbines on the Operating Site to ZPII and Mesa has granted a
         similar easement to ZPII.

         Under the Wind Park Easement Agreement, Mesa charges the Partnership
         easement fees for use of the Operating Site and Infrastructural
         Improvements in an amount equal to the greater of 5% of Gross Operating
         Proceeds or the Partnership's pro rata share (with the other producers
         of electric energy from wind power on the Operating Site) of the
         payments due the BLM under the Right-of-Way Grant.

SCE Curtailment

SCE substantially curtailed the Partnership's electrical production from the
Windsystem from April 13, 2004 though May 17, 2004 (the "SCE Curtailment") in
connection with the construction by SCE of a new transmission line for SCE's
transmission system. During this period, SCE curtailed the Partnership's
production of electric power by approximately 75% resulting in the Partnership's
inability to sell a significant portion of electric power. By letter dated June
22, 2004, Enron Wind LLC, on behalf of the sellers under the Power Agreement,
issued for payment an invoice to SCE in the amount of approximately $750,000 to
compensate the Partnership and ZP II for their estimated losses during the SCE
Curtailment. Of the approximately $750,000 invoiced to SCE, approximately
$482,000 represents lost revenue that otherwise would have been paid to the
Partnership. By letter dated September 22, 2004, SCE informed Enron Wind LLC
that the SCE Curtailment was in compliance with all applicable power purchase
agreements, and that SCE would not reimburse any projects, including the
Partnership, for any revenues that may have been lost during the SCE
Curtailment. As a result, none of the amount invoiced to SCE has been recorded
as revenue for the Partnership. The Partnership is currently considering its



33
<PAGE>

options relating to SCE's refusal to compensate the Partnership for its lost
revenues resulting from the SCE Curtailment.

Cash Distributions

The Partnership makes cash distributions in accordance with the terms of the
Partnership Agreement. Due to less-than-projected operating results, the
Partnership has not distributed any cash during any fiscal year other than 1985,
in which the Partnership distributed an aggregate of approximately $158,000 to
the Limited Partners and $2,000 to the then General Partners. Under the Purchase
Notes, the Partnership cannot make cash distributions to its partners unless
certain cash reserve balances are maintained, no events of default exist, and
certain ratio tests are met. The Partnership has not met these criteria since
1985 and did not make any cash distributions to its partners during 2004.

NOTE 2 - GOING CONCERN

The following matters raise substantial doubt about the Partnership's ability to
continue as a going concern:

     1.   As discussed in Note 4, the Partnership has not had, and does not
          anticipate that it will have sufficient cash flows from operations to
          make scheduled payments of interest in arrears on the outstanding
          Purchase Notes. Accordingly, the Partnership is in default of the
          Purchase Notes. Upon notice of default, MCC has a right to foreclose
          against its security interests in the assets of the Partnership,
          including the Turbines. As of the date of filing of this report, MCC
          has not notified the Partnership of its intent to foreclose on its
          security interest. Any such foreclosure by MCC on its security
          interests in the assets of the Partnership would have a material
          adverse effect on the Partnership.

     2.   The Power Agreement, the Partial Assignment and the Wind Park Easement
          Agreement each expire on June 23, 2005. The Partnership is currently
          exploring various opportunities to extend the operation of the
          Windsystem at the Operating Site and the sale of electric power
          generated by the Windsystem beyond June 23, 2005. However, if the
          Partnership cannot obtain new power sales and land right agreements or
          extend the existing agreements, the Partnership will not have a
          contractual right to generate power at the Operating Site or to sell
          any power it may generate after June 23, 2005. In that case, the
          Partnership expects to cease operation of the Windsystem on or about
          June 23, 2005 and to explore various marketing alternatives for the
          disposition of the Partnership's assets in connection with the
          anticipated December 31, 2005 end of the term of the Partnership under
          the Partnership Agreement.

         In addition, the Management Agreement will also terminate on June 23,
         2005. If the Partnership's rights under the Power Agreement, the
         Partial Assignment and the Wind Park Easement Agreement are extended or
         replaced for a period of time after June 23, 2005, the Partnership
         plans to explore opportunities to extend or replace the Management
         Agreement. If such power sales and land rights agreements are not
         extended or replaced, the Partnership expects to enter into an
         agreement with EWS or a third party to provide for the maintenance of
         the Partnership's Turbines for the period during which they are not
         operating, from June 23, 2005 through the disposition of the Turbines
         by the Partnership.


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<PAGE>


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Partnership's accounting records are maintained on the basis used for
federal income tax reporting purposes. For purposes of filing with the
Securities and Exchange Commission, the accounting records have been adjusted to
reflect accounting principles generally accepted in the United States of America
("GAAP").

Income Taxes

The Partnership is not subject to federal and state income taxes. Accordingly,
no recognition has been given to income taxes in the accompanying financial
statements since the income or loss of the Partnership is to be included in the
tax returns of the individual partners. The tax returns of the Partnership are
subject to examination by federal and state taxing authorities. If such
examinations result in adjustments to distributive shares of taxable income or
loss, the tax liability of the partners could be adjusted accordingly.

The tax attributes of the Partnership's net assets flow directly to each
individual partner. Individual partners will have different investment bases
depending upon the timing and prices of acquisition of Partnership units.
Further, each partner's tax accounting, which is partially dependent upon their
individual tax position, may differ from the accounting followed in the
financial statements. Accordingly, there could be significant differences
between each individual partner's tax basis and their proportionate share of the
net assets reported in the financial statements. Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", requires
disclosure by a publicly held partnership of the aggregate difference in the
basis of its net assets for financial and tax reporting purposes. However, the
Partnership does not have access to information about each individual partner's
tax attributes in the Partnership, and the aggregate tax basis cannot be readily
determined. In any event, management does not believe that, in the Partnership's
circumstances, the aggregate difference would be meaningful information.

Cash Equivalents

Cash equivalents are considered to be all highly liquid investments purchased
with an original maturity of three months or less.

Depreciation

The Turbines are recorded at cost. The Turbines were fully depreciated as of
December 31, 2004. The Turbines were depreciated on the straight-line method
over a twenty-year life. Capitalized improvements and the building are being
depreciated on a straight-line method over a fifteen-year life. Expenditures
that materially increase the useful lives of assets are capitalized, while
ordinary maintenance and repairs are charged to operations as incurred.
Replacement of defective parts or expenditures designed to modify Turbines to
improve their productivity are expensed as incurred.

Earnings Per Limited Partner Unit

Earnings per Limited Partner unit are calculated based upon the number of
Limited Partner units outstanding during each year.



35
<PAGE>


Fair Value of Financial Instruments

For each class of financial instruments, including cash and cash equivalents,
accounts receivable, prepaid insurance and other current assets, accounts
payable and accrued expenses, accounts payable to related party and accrued
interest to related party, the carrying amount approximates fair value because
of the short maturity of those instruments.

The estimated fair value of the Partnership's note payable to related party is
not materially different from its carrying amount. The fair value is based on
discounted present value cash flows using the Partnership's current borrowing
rate.

Estimates

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Electricity Sales and Significant Customer

Power generated by the Windsystem is recognized as revenue upon delivery of
power to SCE at prices as defined in the Power Agreement. All power produced is
sold to SCE under contracts that expire on June 23, 2005. See Note 2.

NOTE 4 - PURCHASE NOTES

Under an agreement reached in April 1989, MCC reduced the interest rate on the
Purchase Notes from 13% to 11% per annum effective in January 1990. The
Partnership secured its payment obligations under the Purchase Notes by granting
MCC security interests in the Turbines and other intangible collateral including
the rights, title and interests of the Partnership under several of the
Partnership's major operating agreements.

The Partnership has not had, and may not have, sufficient cash flows from
operations to make all payments of interest on the outstanding Purchase Notes.
The principal on the Purchase Notes was paid off in January 2004. As of December
31, 2004, the amount in default was $4.3 million, which was comprised solely of
interest in arrears. See Note 9 for additional information. Accordingly, the
Partnership is in default of the Purchase Notes. Upon notice of default, MCC has
a right to foreclose against its security interest in all the assets of the
Partnership, including the Turbines. As of the date of this filing, MCC has not
notified the Partnership of its intent to foreclose on its security interests.
Any such foreclosure by MCC on its security interests in the assets of the
Partnership would have a material adverse effect on the Partnership.

NOTE 5 - TRANSACTIONS WITH RELATED PARTIES

In addition to the Purchase Notes (See Note 4 above) the Partnership had amounts
payable to Mesa and EWS, respectively. Amounts payable to Mesa include easement
fees and other miscellaneous expenses related to Windsystem operations. Amounts
payable to EWS include management fees, maintenance costs and other
miscellaneous expenses related to Windsystem operations.



36
<PAGE>


The Partnership has the following related party transactions and relationships:

(1)      Mesa assigned easement rights to a portion of the Operating Site and
         granted rights to use the Infrastructural Improvements to the
         Partnership under the Wind Park Easement Agreement (See Note 1 above).
         The Partnership paid $0.2 million in easement fees during each of 2004
         and 2003 pursuant to the Wind Park Easement Agreement.

(2)      The Partnership has a contract with EWS to operate and maintain the
         Turbines and to perform certain management and administrative services
         under the Management Agreement (See Note 1 above). The Partnership
         incurred expenses of $0.9 million and $1.0 million during 2004 and
         2003, respectively, pursuant to the Management Agreement.

In 1988, Mesa assigned $581,000 of receivables from the Partnership to each of
its partners, EWSI and an affiliate of PanAero. EWSI subsequently forgave its
$581,000 of receivables from the Partnership. This forgiveness was treated as a
capital contribution in the accompanying financial statements.

NOTE 6- LITIGATION

Not applicable.

NOTE 7 - ACCOUNTING PRONOUNCEMENTS

Not applicable.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Leases Payable

Future annual minimum payments under non-cancelable obligations as of December
31, 2004 are $0.1 million. There are no lease obligations subsequent to June 23,
2005.

NOTE 9 - SUBSEQUENT EVENTS

Purchase Notes

The Partnership is in default of the Purchase Notes. As of December 31, 2004 the
total amount in default was $4.3 million, which was comprised of interest in
arrears. In January 2005, a payment of $1.5 million was applied against the
interest in arrears. As of the date of this filing, the total amount in default
is $2.8 million of interest in arrears. See Notes 2 and 4 for additional
information.



37
<PAGE>


NOTE 10 - RECONCILIATION OF GAAP BASIS AND TAX BASIS FINANCIAL STATEMENTS:

Listed below are the reconciliations between the Partnership's tax basis
financial statements and the financial statements included herein for results of
operations, partners' deficit balances and total assets:


<TABLE>

                      ZOND-PANAERO WINDSYSTEM PARTNERS I,
                        A CALIFORNIA LIMITED PARTNERSHIP
         RECONCILIATION OF GAAP BASIS AND TAX BASIS FINANCIAL STATMENTS
                             (Dollars in thousands)


<CAPTION>

                                                                    For the years ended December 31,
                                              ________________________________________________________________
                                                    2004                    2003                   2002
                                              __________________     __________________     __________________

<S>                                           <C>                    <C>                    <C>

Tax basis income                              $           2,035      $           2,116      $           2,903
Tax basis depreciation less than
    GAAP depreciation                                    (2,084)                (2,492)                (2,492)
Auditing accrual                                              -                      -                      -
Other                                                        29                    (30)                    55
                                              __________________     __________________     __________________
GAAP basis income (loss)                      $             (20)     $            (406)     $             466
                                              __________________     __________________     __________________
                                              __________________     __________________     __________________

Tax basis partners' income                    $           4,460      $           2,459      $             343
Cumulative tax basis losses
    in excess of cumulative GAAP losses                  (6,443)                (4,422)                (1,900)
GAAP basis contributed capital                              581                    581                    581

                                              __________________     __________________     __________________
GAAP basis partners' deficit                  $          (1,402)     $          (1,382)     $            (976)
                                              __________________     __________________     __________________
                                              __________________     __________________     __________________

Tax basis total assets                        $           9,264      $           9,295      $           7,783
Cumulative tax depreciation
    in excess of GAAP depreciation                       (5,862)                (3,768)                (1,276)
Other                                                         -                      -                   (142)

                                              __________________     __________________     __________________
GAAP basis total assets                       $           3,402      $           5,527      $           6,365
                                              __________________     __________________     __________________
                                              __________________     __________________     __________________

</TABLE>

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