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 years ended December 31, 1999 and 2000

                                       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 NO X

*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.

State the aggregate market value of Voting Stock held by non-affiliates of the
registrant: Not applicable - the registrant is a limited partnership and its
units of limited partnership interest are not traded.

<PAGE>

* The disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
applicable to the 2004 fiscal year.


<PAGE>


     Explanatory Note:

     In 2002, certain Enron personnel who were not formerly involved with the
management or operations of Zond-PanAero Windsystem Partners I, a California
Limited Partnership (the "Partnership") were appointed to manage and operate the
Partnership. In the process of reviewing the Partnership's books and records and
through conversations with prior management, it appeared to new management that
the Partnership had attempted, but failed, to file with the Securities and
Exchange Commission ("SEC") certain Securities Exchange Act of 1934 (the
"Exchange Act") reports for certain time periods preceding the bankruptcy of
Enron Corp., the ultimate parent company of the general partner of the
Partnership. 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 Andersen"). The Partnership has
copies of the EDGAR version of each of the Historical 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 previously filed a comprehensive Form 10-K for the fiscal years
ended December 31, 2001, 2002 and 2003 and quarterly reports on Form 10-Q for
the first three quarters of 2003 and the first three quarters of 2004. The
Partnership is filing this comprehensive Form 10-K for the fiscal years ended
December 31, 1999 and 2000 in lieu of filing separate annual and interim reports
for such periods.

     This Form 10-K was prepared in accordance with the SEC's rules and
regulations regarding Form 10-K as in effect in 1999 and 2000. The information
provided in Parts I and II of this Form 10-K relates to the fiscal years ended
December 31, 1999 and 2000. Information regarding related events that occurred
subsequent to such periods is also included in Parts I and II under the
subheadings, "Subsequent Events." The information disclosed in Part III of this
Form 10-K includes some information that relates to the fiscal years ended
December 31, 1999 and 2000, but primarily includes current information.

     The Partnership's financial statements for fiscal years ended December 31,
2000 and December 31, 1999 were audited by Arthur Andersen and the Arthur
Andersen audit report for such period is contained in this Form 10-K. Arthur
Andersen ceased practicing before the SEC effective August 31, 2002. Therefore,
Arthur Andersen did not participate in the preparation of this Form 10-K, did
not reissue its audit report with respect to the financial statements included
in this Form 10-K and did not consent to the inclusion of its audit report in
this Form 10-K. The inclusion of this previously issued Arthur Andersen report
is pursuant to the "Temporary and Final Rule for and Final Rule Requirements for
Arthur Andersen LLP Auditing Clients" issued by the SEC in March 2002.

     Following the financial statements contained in this Form 10-K is a section
entitled "Addendum to Notes to Financial Statements." This section supplements
certain forward looking and other information in the Notes to Financial
Statements to reflect events subsequent to December 31, 2000. This section was

<PAGE>

not reviewed by Arthur Andersen. Following the Addendum to Notes to Financial
Statements contained in this Form 10-K is a section entitled "Additional
Unaudited Financial Information." This section contains certain unaudited
quarterly financial information for the 2000, 1999 and 1998 fiscal years. This
section was not reviewed by Arthur Andersen.


<PAGE>



                       Zond-PanAero Windsystem Partners I,
                        a California Limited Partnership
              for the Fiscal Years ended December 31, 1999 and 2000


                                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.......................8

                PART II

5.  Market for Registrant's Common Equity and Related
    Unitholder Matters....................................................... 8
6.  Selected Financial Data ..................................................8
7.  Management's Discussion and Analysis of
    Financial Condition and Results of Operations.............................9
7A. Quantitative and Qualitative Disclosures about Market Risk...............13
8.  Financial Statements.....................................................13
9.  Changes in and Disagreements with Accountants
    on Accounting and Financial Disclosure...................................14

                PART III

10. Directors and Executive Officers of the Registrant..................... .14
11. Executive Compensation................................................. .16
12. Security Ownership of Certain Beneficial Owners
    and Management ..........................................................17
13. Certain Relationships and Related Transactions...........................18

                PART IV

14. Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K......................................................20

<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 mature on December 31, 2002. See "Item 1, BUSINESS - Subsequent
Events - Purchase Notes" below. 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. The Partnership Agreement is attached as Exhibit A to
the Partnership's Registration Statement on Form 10 dated April 29, 1985 as
filed with the Securities and Exchange Commission ("SEC"). 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").

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 terminates by its terms on December 31, 2004. See "Item 1.


                                        1

<PAGE>


BUSINESS - Subsequent Events - Management Agreement", below. Enron Wind
Maintenance LLC, an affiliate of EWS, provides operations and maintenance
services for the Windsystem.

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. Such assignment terminates
effective December 31, 2004. See "Item 1. BUSINESS - Subsequent Events - Power
Agreement", below. 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.

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 1999 and 2000, SCE purchased an aggregate of approximately 47.7 million
and 43.7 million kWh of electricity, respectively, from the Partnership for an
aggregate purchase price of approximately $4.9 million and $4.5 million,
respectively.

Employees

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

Subsequent Events

                                        2

<PAGE>

     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 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, 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

                                        3

<PAGE>

     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

     On May 10, 2002, in connection with the GE Sale, 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.

     Power Agreement

     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 of Wind Park Power Purchase and
     Sales Agreement dated September 28, 1984 (the "Partial Assignment") from
     December 31, 2004 to June 23, 2005. See "Item 7. MANAGEMENT'S DISCUSSION
     AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Subsequent
     Events - Going Concern."

     Management Agreement

     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 "Item 7.
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
     OPERATIONS - Subsequent Events - Going Concern."

     Purchase Notes

     The Partnership is in default of the Purchase Notes. As of March 30, 2005,
     the total amount in default was $2.8 million which was comprised of
     interest in arrears. The principal was paid off in January of 2004. See
     "Item 7. MANAGEMENT'S DICUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS - Subsequent Events - Going Concern".

     SCE Curtailment

                                        4

<PAGE>


     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.

Item 2.   PROPERTIES

Operating Site

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 a
20-year 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, the power
transfer system, the 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 expires on January 26, 2003. See "Item 2. PROPERTIES -
Subsequent Events - Properties". 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.

Subsequent Events

     Properties

     On December 19, 2002, the Right-of-Way Grant was extended for a ten-year
     period commencing on January 27, 2003. On February 16, 2005, the
     Partnership and Mesa entered into an Amendment to Wind Park Easement
     Agreement (the "Easement Amendment"), which was effective as of December

                                        5

<PAGE>


     31, 2004. The Easement Amendment extended the termination date of the Wind
     Park Easement Agreement from December 31, 2004 to June 23, 2005. See "Item
     7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS - Subsequent Events - Going Concern."


Item 3.   LEGAL PROCEEDINGS

PanAero State Litigation

In July of 1995, PanAero, among other plaintiffs, filed a lawsuit entitled
PanAero Management Corporation et al. v Zond Systems, Inc. (now known as EWS),
et al. in Superior Court of the State of California for the County of Los
Angeles. The plaintiffs alleged that defendants improperly allocated certain
expenses to Zond-PanAero Windsystem Partners I and Zond-PanAero Windsystem
Partners II. Those wind farms are operated and maintained by EWS under contract.
Plaintiffs were seeking equitable relief and damages in excess of $6.9 million.
The case went to trial in front of a retired judge during the last quarter of
1997 and was completed in January 1998. The retired judge found for the
defendants on each of the plaintiffs' claims and further determined that the
defendants were entitled to recover from plaintiffs all of defendants' court
costs and legal fees, totaling approximately $1.9 million. The retired judge
filed a Statement of Decision on June 1, 1998 with the Superior Court. On July
22, 1998, a Superior Court judge entered a judgment incorporating the finding of
the Statement of Decision. Separately, on or about October 9, 1998, defendants
brought separate actions (including an arbitration and a separate lawsuit)
against plaintiffs (including certain board members) for, among other things,
collection and malicious prosecution. On June 26, 2000, an Agreement of
Settlement and Mutual Release was entered into by and amongst EWS and certain
Zond-PanAero entities settling all of the above claims, and requiring PanAero
Management Corporation to transfer its substituted limited partnership interest
in the Partnership to EWS.

Subsequent Events

     SCE Dispute

     Market conditions in the California energy sector during 2000 and 2001
     created a significant cash flow problem for SCE. At the end of January
     2001, SCE advised the Partnership that SCE would not make payments for
     power deliveries in November and December 2000. The Partnership, along with
     other renewable source generators, engaged in discussions with SCE seeking
     payment from SCE for past due amounts under applicable power agreements
     entered into with SCE.

     The Partnership continued to operate the Windsystem and deliver power to
     SCE believing that eventually a solution would be negotiated. SCE continued
     to default on its contractual obligations by missing payments due for
     January, February, and March 2001 power deliveries.

     On March 27, 2001, the California Public Utilities Commission (the "CPUC")
     issued an order (the "CPUC Order") obligating SCE to begin payments for
     power delivered on a prospective basis. The CPUC Order did not address the
     issue of payments due for the period from November 1, 2000 to March 26,
     2001.

                                        6

<PAGE>


     By the end of April 2001, the Partnership and SCE were not able to resolve
     SCE's non-payment for power delivered for the period between November 1,
     2000 and March 26, 2001. The Partnership, along with other renewable source
     generators (collectively, the "Power Generators"), assisted by outside
     counsel, explored various legal alternatives to enforce the contractual
     rights of the Power Generators. On May 2, 2001, certain Power Generators,
     including the Partnership, filed suit against SCE in Los Angeles Superior
     Court (the "SCE Litigation"). The suit sought to recover compensation from
     SCE for power delivered, or at the option of the plaintiffs, relief from
     the obligation to deliver power under the existing contracts with SCE
     coupled with the right to sell power in the open market across the SCE
     transmission grid.

     In June 2001, SCE offered to settle all amounts past due with the Power
     Generators. The offer provided for the payment of all amounts past due with
     interest accruing at 7% through the date of payment. On August 22, 2001,
     Mesa, for the benefit of the Partnership, entered into a settlement
     agreement with SCE that, among other things, set forth the terms for
     payment of past due amounts to Mesa, and ultimately the Partnership (the
     "SCE Payment Agreement").

     The SCE Payment Agreement provides that past due amounts be paid in three
     installments, 10% of the amount outstanding plus interest on all the past
     due amounts to the date of the installment payment to be paid shortly after
     execution of the SCE Payment Agreement, another 10% of the amount
     outstanding to be paid when the SCE Payment Agreement becomes effective
     (after CPUC approval and certain other conditions are satisfied), and the
     final 80% to be paid when the California State Legislature approves a plan
     that restores SCE's credit. SCE paid the first installment due under the
     SCE Payment Agreement on August 31, 2001. All remaining amounts outstanding
     from SCE under the SCE Payment Agreement were collected from SCE by the end
     of March 2002. The Partnership, along with the other Power Generators party
     to the SCE Litigation, dismissed the SCE Litigation in August 2003.

     FERC Investigation

     In May 2003, the Federal Energy Regulatory Commission (the "FERC"),
     pursuant to FERC Docket No. EL03-47-000, began investigating whether the
     Windsystem and certain other power projects owned by Enron or its
     affiliates failed to meet the ownership criteria for qualifying facility
     ("QF") status under the Public Utility Regulatory Policies Act of 1978
     ("PURPA") following Enron's acquisition of Portland General Electric
     Company in 1997. Under PURPA, and the applicable FERC regulations, a power
     project is not a QF if more than 50% of the equity interest in the project
     is owned by an electric utility or electric utility holding company. The
     Partnership and FERC Trial Staff have settled the issues under
     investigation and entered into a Consent Agreement dated March 10, 2004
     (the "Consent Agreement"). The Consent Agreement is available on the FERC
     website. Pursuant to the Consent Agreement, the Partnership and FERC Trial
     Staff agree that the Windsystem is a QF notwithstanding Enron's indirect
     equity interest in the Windsystem and the other contractual relationships
     between the Partnership and various affiliates of Enron. FERC approved the
     Consent Agreement effective June 2, 2004.

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
1999 or 2000.

                                        7

<PAGE>


                                     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.

Holders

The Partnership's records indicate that at December 31, 1999 and 2000, there
were 875 and 877 holders of record of the Units, respectively.

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 1999 or
2000.

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 Securities and Exchange Commission (the "SEC"). The selected financial data
should be read in conjunction with the financial statements and related
footnotes included in Item 8.


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

                                2000       1999      1998       1997       1996
                                ----       ----      ----       ----       ----
Total Revenue                  $4,468     $4,864    $5,199     $4,507     $5,419
Net loss                          569        380       185      1,061        543

Per unit:
Net loss                            0          0         0          1          1
Partners' (deficit) capital       (1)        (1)         0        (1)          1

Total assets                   10,296     12,932    15,561     18,006     20,839
Long-term portion of notes      3,498      6,583     9,302     11,700     13,814
payable to related party

                                        8

<PAGE>


Partners' (deficit) capital   (1,234)      (665)     (285)      (100)        961

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

Liquidity and Capital Resources

The Partnership experienced a lack of liquidity throughout 1999 and 2000,
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 $4.7 million, and $4.0 million, were
in arrears at December 31, 2000 and December 31, 1999, respectively. The
Partnership's failure to make timely interest payments on the Purchase Notes
gave MCC the right to foreclose against its security interest in all the assets
of the Partnership, including the Windsystem. MCC has not exercised its right to
foreclosure under the Purchase Notes. See "Results of Operations for the Year
Ended December 31, 2000 Compared to December 31, 1999".

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, 1999 and as of December 31, 2000, the Partnership had no
current or planned commitments for capital expenditures.

Subsequent Events

     Going Concern

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

     1.   The Partnership has not had, and does not anticipate that it will
          have, sufficient cash flows from operations to make all scheduled
          payments of principal and interest 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 all the assets of the Partnership, including the
          Turbines. As of March 30, 2005, 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

                                        9
<PAGE>


          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.

     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. See "Item 1. BUSINESS -
     Subsequent Events - Sale to General Electric". In the process of reviewing
     the Partnership's books and records and through conversations with prior
     management, it appeared to new management that the Partnership had
     attempted, but failed, to file with the SEC certain 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 Andersen"). 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 is
     filing this comprehensive Form 10-K for the fiscal years ended December 31,
     1999 and 2000 in lieu of filing separate annual and interim reports for
     such periods.

     During 2003, current management of the Partnership reviewed the current and
     historical financial information available to it, but was unable to prepare
     quarterly and annual reports that complied with Exchange Act requirements
     because the Partnership had not been able to retain an independent auditor.
     At that time, the fact that EWS was a debtor-in-possession under Chapter 11

                                       10
<PAGE>

     of the Bankruptcy Code and the fact that it and ZWM are indirect wholly
     owned subsidiaries of Enron made it extraordinarily difficult for the
     Partnership to find an independent auditor to replace Arthur Andersen. In
     2003, the Partnership decided to file quarterly and annual operating
     reports on Form 8-K disclosing unaudited financial and business information
     about the Partnership on a quarterly basis until the Partnership was able
     to retain an independent auditor and recommence filing periodic reports on
     Forms 10-K and 10-Q.

     On November 5, 2003, the Partnership filed a Form 8-K with the SEC
     disclosing the foregoing information. Thereafter, using Form 8-K, the
     Partnership filed operating reports with unaudited financial and business
     information for the fiscal years ended December 31, 2001, 2002 and 2003,
     and for the fiscal quarters ended March 31, 2003, June 30, 2003 and
     September 30, 2003. By filing these operating reports, the Partnership
     publicly disclosed more recent financial and business information. However,
     the operating reports contained unaudited financial statements and did not
     meet the requirements for the filing of periodic reports under the Exchange
     Act. In addition, the operating reports did not cover all periods for which
     the Partnership failed to file periodic reports. On January 28, 2004, the
     Partnership retained Hein & Associates LLP as its independent accountant.
     On May 10, 2004, the Partnership filed with the SEC the Partnership's
     comprehensive Form 10-K for the fiscal years ended December 31, 2001, 2002
     and 2003 and the Partnership's Forms 10-Q for each of the first three
     quarters of 2003. The Partnership timely filed with the SEC the
     Partnership's Forms 10-Q for the first three quarters of 2004.


     Resignation of Auditors

     Effective February 5, 2002, Arthur Andersen 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, discloses the required information
     regarding the Arthur Andersen resignation. The Partnership engaged Hein &
     Associates LLP as the Partnership's new independent auditor as of January
     28, 2004.

Results of Operations  for the Year Ended December 31, 2000 Compared to
December 31, 1999

During 2000, the Partnership's electricity revenue was $4.5 million, and the
Windsystem produced 43.7 million kWh of electricity sold to SCE. This was a
decrease of $0.4 million or 8.4% in revenue and a decrease of 4.0 million kWh or
8.3% of electricity produced as compared to 1999.

Costs and expenses during 2000 were $5.1 million, a decrease of $0.2 million or
4.0%, as compared to 1999. Interest expense decreased by $0.3 million as
compared to 1999 due to lower average principal balances on the Purchase Notes
outstanding in 2000. Management fees and easement fees decreased by $0.03
million in 2000 as compared to 1999. The decrease in management and easement
fees is directly related to the decrease in Gross Operating Proceeds received in
2000. "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

                                       11
<PAGE>

business interruption insurance paid in reimbursement of lost revenues and
warranty payments in reimbursement of lost revenues. Maintenance expenses
increased $0.08 million in 2000 as compared to 1999 due primarily to an increase
in the required number of repairs, and the increased cost of labor and benefits.
Insurance expense increased by 26.9% in 2000 as compared to 1999, which is
attributable to, among other things, an increase in market rates. Other
operating costs decreased by $0.02 million in 2000 as compared to 1999 due to
decreased costs for tax preparation. See Part III, "Item 11. EXECUTIVE
COMPENSATION - Operating Site Rentals" for additional information.

Results of Operations for the Year Ended December 31, 1999 Compared to December
31, 1998

During 1999, the Partnership's electricity revenue was $4.9 million, and the
Windsystem produced 47.7 million kWh of electricity sold to SCE. This was a
decrease of $0.3 million or 6.4% in revenue and a decrease of 3.3 million kWh or
6.4% of electricity produced as compared to 1998.

Costs and expenses during 1999 were $5.3 million, a decrease of $0.1 million or
2.5%, as compared to 1998. Interest expense decreased by $0.2 million in 1999 as
compared to 1998 due to lower average principal balances on the Purchase Notes
outstanding in 1999. Management fees and easement fees were comparable in 1999
and 1998. Maintenance expenses increased $0.08 million in 1999 as compared to
1998 due primarily to generator and nacelle parts repairs and replacements.
Insurance expense decreased 17.3% in 1999 as compared to 1998, which is
attributable to, among other things, historical low loss experience and asset
devaluation. Other operating expenses increased $0.01 million in 1999 as
compared to 1998 due to increased costs for tax preparation and annual
accounting audits. See Part III, "Item 11.EXECUTIVE COMPENSATION - Operating
Site Rentals" for additional information.

Results of Operations for the Year Ended December 31, 1998 Compared to December
31, 1997

During 1998, the Partnership's electricity revenue was $5.2 million, and the
Windsystem produced 51.0 million kWh of electricity sold to SCE. This was an
increase of $0.7 million or 16.4% in revenue and an increase of 7.2 million kWh
or 16.4% of electricity produced as compared to 1997.

Costs and expenses during 1998 were $5.4 million, a decrease of $0.1 million or
$5.2%, as compared to 1997. Interest expense decreased by $0.2 million in 1998
as compared to 1997 due to lower average principal balances on the Purchase
Notes outstanding in 1998. Management fees and easement fees increased by $0.02
million in 1998 as compared to 1997. The increase in management and easement
fees is directly related to the increase in Gross Operating Proceeds received in
1998. Maintenance expenses increased $0.01 million in 1998 as compared to 1997
due primarily to brake repairs and yaw parts replacement. Insurance expense
decreased 19.8% in 1998 as compared to 1997, which is attributed to, among other
things, historical low loss experience and asset devaluation. Other operating
expenses decreased $0.02 million in 1998 as compared to 1997 due to lower costs
for tax preparation and annual financial accounting audits. See Part III, "Item
11.EXECUTIVE COMPENSATION - Operating Site Rentals" for additional information.

Recently Issued Accounting Pronouncements

SFAS NO. 133

                                       12
<PAGE>

In 1998, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FAS 133"). FAS 133, as amended, which became effective January 1,
2001, requires all derivatives to be recognized on the balance sheet at fair
value. Gains or losses from changes in the fair value are recognized in earnings
in the period of change, unless the derivative is designated as a hedging
instrument. Gains or losses from hedges of a forecasted transaction or foreign
currency exposure are reflected in other comprehensive income. Gains or losses
from hedges of a recognized asset or liability or a firm commitment are
reflected in earnings for the ineffective portion of the hedge. The adoption of
FAS 133 has had no impact on the Partnership's financial position, results of
operations or cash flows.


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 years ended December
31, 1999 and 2000 filed as part of this Form 10-K and listed in response to Part
IV, "Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K"
hereof, are incorporated by reference herein.

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

The Partnership's records indicate that no independent accountant either
resigned or was dismissed during fiscal years 1998, 1999 and 2000.

                                       13
<PAGE>


Subsequent Events

Effective February 5, 2002, Arthur Andersen resigned as independent auditors of
the Partnership. See 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, which is incorporated herein by reference. The Partnership
engaged Hein & Associates LLP as the Partnership's new independent auditor as of
January 28, 2004.

                                    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
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 the officers of ZWM as of March
30, 2005 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 its 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 - Subsequent Events -
Bankruptcy and Mergers" for additional information.

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

                                       14
<PAGE>


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 as of March 30, 2005.

K. Wade Cline, age 42, became a director of EREC on 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
not "independent" as such term is defined under the listing standards of the New
York Stock Exchange.

Robert H. Walls, Jr., age 44, became a director of EREC on 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 - Subsequent Events -
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. Two of the current directors of EREC, Robert H. Walls,
Jr. and K. Wade Cline, 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,

                                       15
<PAGE>


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"
and "Subsequent Events".

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 2002,
2003 and 2004, Mr. Gadd and Ms. Cilia were compensated by Enron, or subsidiaries
of Enron, for all of their services rendered, including services rendered 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 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
1999 or 2000.

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

                                       16
<PAGE>


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 March 29, 2005, no cash reserve had been established. During each
of 1999 and 2000, the Partnership incurred $0.1 million for management fees.
During the same periods, the Partnership incurred $1.0 million and $1.1 million,
respectively, 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 rental 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
1999 and 2000, the Partnership's easement fees were $0.3 million and $0.2
million, respectively.

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. During 1999 and 2000, MCC earned $1.2 million and $0.9
million, respectively, in interest on principal under the Purchase Notes from
the Partnership.

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 as of
March 30, 2005 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

                                       17
<PAGE>


(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 has been the President and
Chief Executive Officer of EWS since May 11, 2002. Wade Cline has been a Vice
President of EWS since 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.

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. At December 31, 1999, approximately $13.3
million, including $4.0 million of accrued interest, was due to MCC under the
Purchase Notes, while at December 31, 2000, approximately $11.3 million,
including $ 4.8 million of accrued interest, was due to MCC under the Purchase
Notes, which were then in arrears. During 1999 and 2000, the Partnership made
principal payments to MCC on the Purchase Notes of $2.4 million and $2.7
million, respectively. 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 March 30, 2005, MCC
had 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,

                                       18
<PAGE>


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 1999, the Partnership made payments under the Management Agreement to or
on behalf of EWS in an aggregate amount of approximately $1.1 million. During
2000, the Partnership made payments under the Management Agreement to or on
behalf of EWS in an aggregate amount of approximately $1.2 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
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
1999 and 2000 the Partnership paid Mesa $0.3 million and $0.2 million in
easement fees, respectively.

Effective January 1, 1996, the BLM changed the annual rental 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. Rental payments may be adjusted by the BLM
annually to reflect any change in the fair rental 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

                                       19
<PAGE>


Agreement between the Partnership and ZPII based upon the prorata amount of
electricity generated by each entity with respect to the period applicable to
such payment. During 1999 and 2000, Mesa allocated and distributed to the
Partnership approximately $4.6 million and $5.0 million, respectively, of
revenues received from SCE under the Power Agreement.

                                     PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1       Financial Statements

           Balance Sheets at December 31, 2000 and 1999
           Statements of Operations for the years ended December 31, 2000,
           December 31, 1999 and December 31, 1998

           Statements of Changes in Partners' Capital (Deficit) for the
           years ended December 31, 2000, December 31, 1999 and December 31,
           1998

           Statements of Cash Flows for the years ended December 31, 2000,
           December 31, 1999 and December 31, 1998.

           Notes to Financial Statements

           Addendum to Notes to Financial Statements
           Additional Unaudited Financial Information
(a)2       Schedules None
(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

                                       20
<PAGE>


                  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).

    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).

                                       21
<PAGE>

    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


    (b) Reports on Form 8-K

         None


                                       22
<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 30, 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 Zond      March 30, 2005
   ---------------------     Windsystems Management LLC, the
       Eric D. Gadd          General Partner of Zond-Pan Aero
                             Windsystem Partners I

By: /s/ Mary H. Cilia        Chief Financial Officer of Zond      March 30, 2005
   ---------------------     Windsystems Management LLC, the
        Mary H. Cilia        General Partner of Zond-Pan Aero
                             Windsystem Partners I

By: /s/ Robert Semple        Director of Enron Renewable Energy   March 30, 2005
   ---------------------     Corp.
        Robert Semple

By: /s/ Robert H. Walls Jr.  Director of Enron Renewable Energy   March 30, 2005
   ------------------------  Corp.
       Robert H. Walls Jr.

By: /s/ Kenneth Wade Cline   Director of Enron Renewable Energy   March 30, 2005
   -----------------------   Corp.
       Kenneth Wade Cline


                                       23
<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).

                                       24
<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

* Filed with this report



                                       25
<PAGE>


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


                                TABLE OF CONTENTS


Independent Auditor's Report

Balance Sheets at                                                           F-1
December 31, 2000 and 1999

Statements of Operations for the years ended                                F-2
December 31, 2000, 1999 and 1998

Statements of Changes in Partners' Capital (Deficit) for the                F-3
years ended December 31, 2000, 1999 and 1998

Statements of Cash Flows for the years ended                                F-4
December 31, 2000, 1999 and 1998

Notes to Financial Statements                                               F-5

Addendum to Notes to Financial Statements                                   F-6

Additional Unaudited Financial Information                                  F-7



                                       26
<PAGE>


THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
LLP ("ARTHUR ANDERSEN") AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN. THE
INCLUSION OF THIS PREVIOUSLY ISSUED ARTHUR ANDERSEN REPORT IS PURSUANT TO THE
"TEMPORARY AND FINAL RULE FOR AND FINAL RULE REQUIREMENTS FOR ARTHUR ANDERSEN
LLP AUDITING CLIENTS", ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC")
IN MARCH 2002. CERTAIN FORWARD-LOOKING AND OTHER STATEMENTS CONTAINED IN THE
NOTES TO FINANCIAL STATEMENTS CANNOT BE RELIED UPON AND ARE SUPPLEMENTED BY
ADDITIONAL UPDATED INFORMATION CONTAINED IN THE SECTION ENTITLED "ADDENDUM TO
NOTES TO FINANCIAL STATEMENTS" FOLLOWING THE NOTES TO FINANCIAL STATEMENTS. THE
"ADDENDUM TO NOTES TO FINANCIAL STATEMENTS" SECTION WAS NOT REVIEWED BY ARTHUR
ANDERSEN.

Arthur Andersen, the accounting firm that audited the Partnership's financial
statements for the fiscal years ended December 31, 1999 and December 31, 2000,
ceased practicing before the SEC effective August 31, 2002. Arthur Andersen did
not participate in the preparation of this Form 10-K, and did not consent to the
inclusion of its audit report in this Form 10-K. As a result, holders of the
Partnership's limited partnership units (the "Units") may have no effective
remedy against Arthur Andersen in connection with a material misstatement or
omission in the financial statements to which its audit report relates. In
addition, even if such holders were able to assert such a claim, because it has
ceased operations, Arthur Andersen may fail or otherwise have insufficient
assets to satisfy claims made by holders of the Partnership Units that may arise
under federal securities laws or otherwise with respect to Arthur Andersen's
report.

Following the Notes to Financial Statements is a section entitled "Addendum to
Notes to Financial Statements." This section includes information that
supplements the Notes to Financial Statements for the years ended December 31,
1999 and December 31, 2000. The certifications attached as Exhibits 31.1, 31.2,
32.1 and 32.2 to this Form 10-K certify with respect to the financial statements
contained herein as supplemented by the information in the section "Addendum to
Notes to Financial Statements."


                                       27
<PAGE>


To the Partners of Zond-PanAero Windsystem Partners I
(a California Limited Partnership"):

We have audited the accompanying balance sheets of Zond-PanAero Windsystem
Partners I, as of December 31, 2000 and 1999, and the related statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the three years in the period ended December 31, 2000. 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 auditing standards generally accepted
in the United States. 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 Zond-PanAero Windsystem
Partners I as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2000 in conformity with accounting principles generally accepted in the United
States.

As further described in the notes to the financial statements, Zond-PanAero
Windsystem Partners I has extensive transactions and relationships with the
affiliates. Because of these relationships, it is possible that the terms of
these transactions are not the same as those which would result from
transactions among wholly unrelated parties.

Los Angeles, California
March 27, 2001

/S/ARTHUR ANDERSEN


                                       28
<PAGE>



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

                                       December 31, 2000      December 31, 1999
                                       -----------------      -----------------

Assets
Current assets:
  Cash and cash equivalents                  $17                    $54
  Accounts receivable                        290                    404
  Accounts receivable from related party       9                      -
  Other current assets                        52                     49

                                       ----------------------------------------
Total current assets                         368                    507
                                       ----------------------------------------

Property, Plant and Equipment
  Buildings                                   98                     98
  Plant and equipment                       49,561                 49,561
  Less - accumulated depreciation          (39,731)              (37,234)
                                       ----------------------------------------
  Property, Plant and Equipment, net         9,928                12,425

                                       ----------------------------------------
  Total assets                             $10,296               $12,932
                                       ========================================

Liabilities and partners' deficit
Current liabilities:
  Accounts payable and accrued expenses      $26                   $27
  Accounts payable to related party          169                   195
  Current portion of notes payable to
    related party                          3,084                  2,719
  Accrued interest to related party        4,753                  4,073

                                       ----------------------------------------
 Total current liabilities                 8,032                  7,014
                                       ========================================

 Notes payable to related party, less      3,498                  6,583
   current portion
Partners deficit
  General partners                          (5)                     (2)
  Limited partners                        (1,805)                (1,242)
  Substituted limited partner (Note 1)      (5)                     (2)
  Contributed capital                       581                     581

                                       ----------------------------------------
  Total partners' deficit                 (1,234)                 (665)
                                       ----------------------------------------

                                       ----------------------------------------
Total liabilities and partners' deficit    $10,296               $12,932
                                       ========================================

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

                                       F-1

                                       29

<PAGE>


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


                                             For the years ended December 31,
                                       ----------------------------------------
                                             2000           1999          1998
                                       ----------------------------------------
Revenue
  Sale of electricity                       $4,468         $4,864        $5,199
  Other income                                43             48            45
                                       ----------------------------------------

 Total revenue                               4,511          4,912         5,244

Costs and expenses:
  Depreciation                               2,497          2,497         2,497
  Interest expense                            940           1,214         1,455
  Property taxes                              110            102           74

  Management and easement fees to
 related party                                321            350           352
  Maintenance and other operating
  costs to related parties                   1,112          1,029          948
  Insurance costs                             85             67            81
  Other operating costs                       15             33            22
                                       ----------------------------------------

Total costs and expenses                     5,080          5,292         5,429
                                       ----------------------------------------
                                       ----------------------------------------
Net income                                   (569)          (380)         (185)
                                       ========================================
                                       ----------------------------------------
Net income per unit                          (478)          (319)         (155)
                                       ========================================

Number of outstanding
Limited Partner Units                        1,190          1,190         1,190
                                       ========================================



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

                                       F-2

                                       30
<PAGE>

<TABLE>

<CAPTION>

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


                                             For the years ended December 31, 2000, 1999 and 1998

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

                                                                            Substituted
                                                                              Limited      Contributed
                                                    General     Limited       Partner        Capital
                                          Total     Partner     Partners      (Note 1)      (Note 4)
                                       ----------------------------------------------------------------
                                         100.00%     0.50%       99.00%        0.50%
                                       ----------------------------------------------------------------

Balances at December 31, 1998            (285)         -         (866)           -             581

Net loss                                 (380)        (2)        (376)          (2)             -

Balances at December 31, 1999            (665)        (2)       (1,242)         (2)            581

Net loss                                 (569)        (3)        (563)          (3)             -
                                       ----------------------------------------------------------------

Balances at December 31, 2000          (1,234)        (5)       (1,805)         (5)            581



The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       F-3


                                       31

<PAGE>


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


                                               For the years ended December 31,
                                          -------------------------------------
                                            2000            1999           1998
                                          -------------------------------------
Cash Flow From Operating
Activities:
Net loss                                    $(569)        $(380)         $(185)
Reconciliation of net income
(loss)
to net cash provided by operating
activities:

Depreciation                                2,497         2,497           2,497

Changes in operating assets
 and liabilities
 Accounts receivable                          105           139           (175)
 Prepaid insurance and other                  (3)            37           (50)
 Accounts payable and
 accrued expenses                             (1)             5           (7)
 Amount payable to related party             (26)           (65)          100
 Accrued interest payable to
 related party                               680             209          (239)
                                          -------------------------------------

Net cash provided by operating
 activities                                 2,683         2,442           1,941

Cash flows used in financing
 activities:

Principal payments on notes
payable to related party                   (2,720)       (2,398)        (2,114)
                                          -------------------------------------

Net increase (decrease) in
cash and cash equivalents                    (37)           44           (173)

Cash and cash equivalents at
beginning of period                           54            10            183
                                          -------------------------------------

Cash and cash equivalents at end of
period                                       $17           $54            $10
                                          =====================================
Supplemental disclosure of
cash flow information:
 Cash paid during the year for
interest                                    $260         $1,006          $1,694
The accompanying notes are an integral part of the financial statements.

                                       F-4

                                       32

<PAGE>


                       ZOND-PANAERO WINDSYSTEM PARTNERS I,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

NOTE 1 - THE PARTNERSHIP


Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership"), was formed on June 29, 1984 to purchase and operate a system of
300 Vestas V-15 wind turbine electric generators (the "Turbines"). The Turbines,
together with certain infrastructural facilities which are owned by Mesa Wind
Developers ("Mesa"), a joint venture between Enron Wind Systems, Inc. ("EWS")
and an affiliate of PanAero Corporation ("PanAero"), form an integrated electric
power generating facility (the "Windsystem") with a rated capacity of 19.5
megawatts in the San Gorgonio Pass near Palm Springs, California. The general
partner of the Partnership is Zond Windsystems Management Corporation ("ZWMC"),
a wholly-owned subsidiary of EWS. PAMC Management Corporation ("PAMC"), formerly
named PanAero Management Corporation, a wholly-owned subsidiary of PanAero,
formerly served as a general partner of the Partnership. In June 1988, ZWMC
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 limited partner (the
"Substituted Limited Partner"). EWS is a developer and operator of commercial
wind-powered electric generating facilities and PanAero is a wind resources
development company. On January 3, 1997, EWS's parent, Zond Corporation, became
a wholly-owned subsidiary of Enron Renewable Energy Corporation ("EREC"), which
was a majority owned subsidiary of Enron Corp. ("Enron"). In May 1997, the name
of Zond Corporation was changed to Enron Wind Corp. In February 2000, Enron
acquired 100% of EREC.

The Partnership shall effectively terminate December 31, 2004, 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 EWS
and an affiliate of PanAero (Note 3 and 4). Mesa has title to the Windsystem's
infrastructural facilities including the power substation, however Mesa has
granted the Partnership a security interest in such facilities.

The accompanying financial statements include substantial transactions with
related parties. These transactions are further described in Notes 3 and 4.

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

(1) The Partnership sells the electricity produced by the Turbines to Southern
California Edison Company ("SCE"), a wholly-owned subsidiary of Edison
International, pursuant to a power purchase and sales agreement (the "Power
Agreement") assigned to the Partnership by Mesa. (See Note 7). The Partnership's
interest in the Power Agreement will expire on December 31, 2004. SCE purchases
electricity produced by the Turbines

                                       F-5

                                       33
<PAGE>


at a price equal to the greater of 89% of SCE's Cost of Energy (as defined in
the Power Agreement) or a floor price of $.102 per kilowatt hour ("kWh"), with
the limitation that when 89% of SCE's Cost of Energy exceeds $.20 kWh, the price
per kilowatt 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, 1999 and December 31, 2000 the Partnership earned $.102
per kWh.

(2) Since July 1988, the Partnership has contracted with EWS for the operation
and maintenance of the Turbines and the performance of certain ancillary
management services, such as collection of revenues from SCE and the
administration and payment of all Partnership expenses. Under the provisions of
this contract, the Partnership pays a management fee of 2% of gross revenue from
electricity sales and is to reimburse EWS for 115% of the maintenance costs
(Note 4).

(3) The land on which the Windsystem is located is owned by the United States
Bureau of Land Management ("BLM"). BLM issued a right-of-way grant to PanAero,
which was subsequently assigned to Mesa. The initial term of the right-of-way
grant expires on January 26, 2003, but the grant may be extended for an
additional ten years. Mesa is required to pay BLM annual right-of-way rental
payments for the Windsystem's site. Effective January 1, 1996, BLM changed the
rental payment from the greater of a fixed fee of $237,000 based on acreage
utilized or 2% of gross revenues from the sale of electricity to a flat rent of
$79,000. Annual rental payments may be increased by BLM to reflect an increase
in the fair rental value of the land covered by the right-of-way grant.

The Partnership entered into the Wind Park Easement Agreement ("Easement
Agreement") with Mesa covering the Windsystem operating site and the
infrastructural facilities which granted nonexclusive easement rights through
December 31, 2004. The Partnership is obligated under the Easement Agreement to
reimburse Mesa for its pro rata share of the annual rental payment or 5% of
gross operating cash receipts which ever is greater (Note 4).

The Partnership's significant distributions and allocations are as follows:

(1) Cash may be distributed to the Partners to the extent not needed to make
semiannual payments on notes payable and to maintain a reserve equal to twelve
months anticipated partnership costs and expenses. Cash distributions and profit
and loss allocations are to be made to the limited partners, Substituted Limited
Partner and General Partner in proportions of 99%, .5% and .5%, respectively,
through the date on which the aggregate amount of cash distributions to limited
partners is $10,000,000. After such date, cash distributions and profit and loss
allocations will be made in proportions of 75%, 10%, 10% and 5%, respectively,
to the limited partners, Substituted Limited Partner, General Partner and the
placement agent for the Partnership's private placement of limited partnership
units in 1984 (the "Special Limited Partners").


NOTE 2 - 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 generally accepted accounting principles ("GAAP") (See Note 8).

                                       34

<PAGE>

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 Standard 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 bases 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 debt investments
purchased with an original maturity of three months or less.

Depreciation

The Turbines and capitalized improvements thereon are recorded at cost and are
being depreciated on the straight-line method over a twenty-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 partnership unit are calculated based upon the number of
limited partnership units outstanding during each year.

Fair Value of Financial Instruments

For each class of financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable and accrued expenses, and accounts payable
to related parties, the carrying amount approximates fair value because of the
short maturity of those instruments.

                                       35

<PAGE>

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
the discounted present value cash flows using the Partnership's current
borrowing rate.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Electricity Sales

Power generated by the Windsystem is recognized as income upon delivery of power
to SCE at prices as defined in the Power Agreement.

NOTE 3 - PURCHASE NOTES PAYABLE

The Partnership paid MCC a total of $48,930,000 for the purchase, construction
and installation of the Turbines, comprising $22,430,000 in cash and $26,500,000
in the form of eighteen-year, 13% notes payable in equal semiannual installments
of principal and interest totaling $1,921,500 (the "Purchase Notes"). Under an
agreement reached in April 1989, MCC reduced the interest rate on the Purchase
Notes to 11% effective in January 1990. The Partnership has secured payment of
the Purchase Notes by granting MCC security interests in all of the personal
property and fixtures owned by the Partnership, including the Windsystem.

The aggregate scheduled maturities of the Purchase Notes and related interest
payments, including arrears, are as follows (in 000's):

                                ---------------------Notes---------------------
                                Principal           Interest              Total
                  2001         $3,084              $5,369               $ 8,453
                  2002          3,498                 292                 3,790
                      Total    $6,582              $5,661               $12,243

The Partnership's cash flows have been insufficient to pay all scheduled
interest associated with the Purchase Notes. Consequently, at December 31, 2000,
the Partnership was in arrears with respect to interest payments totaling
$4,728,000 ($4,037,000 at December 31, 1999). The General Partner believes that
all amounts due under the Purchase Notes will not be paid by the scheduled
maturity date of 2002. The covenant violations give MCC the rights of
foreclosure against the collateral of its loans as defined in the Purchase Note
agreements. Zond Construction Corporation, a general partner of MCC, has granted
a waiver of its rights to foreclosure due to the note payment defaults through
December 31, 2001.


NOTE 4 - AMOUNTS PAYABLE TO RELATED PARTIES, NET

                                       36

<PAGE>

In addition to the Purchase Notes (See Note 3) the following amounts were due to
(from) related parties:

                                                  December 31,
                                            1999               2000
Payable to Mesa                            $190,000         $169,000
Payable to (from) other entities              5,000           (9,000)
Total                                      $195,000         $160,000

Amounts payable to Mesa include easement royalties and other miscellaneous
expenses related to Windsystem operations. Such amounts are unsecured and
non-interest bearing.

The Partnership has the following related party transactions and relationships:

(1) The Windsystem was constructed and installed by MCC. MCC, in turn,
contracted with EWS as its general contractor and purchased the Turbines from
Vestas North America Limited ("VNAL"), a joint venture between EWS and Vestas
Energy A/S ("Vestas"), a Danish corporation. EWS sold all of its interest in
VNAL during 1987.

(2) Mesa assigned the Partnership easement rights to the land in which
Partnership's turbines are located on (Note 1). The Partnership incurred
$251,000, $250,000 and $229,000 in 1998, 1999, and 2000, respectively, pursuant
to this agreement of which $190,000 and $169,000 were payable at December 31,
1999 and 2000, respectively.

(3) The Partnership has contracted with EWS to operate and maintain the Turbines
and to perform certain management and administrative services (Note 1). The
Partnership incurred expenses of $1,049,000, $1,138,000, and $1,204,000 in 1998,
1999, and 2000, respectively, pursuant to this agreement of which $5,000 and
$(9,000) were payable(receivable) at December 31, 1999 and 2000, respectively.

NOTE 5- LITIGATION


In July of 1995, PanAero, among other plaintiffs, filed a lawsuit entitled,
PanAero Management Corporation et al. v. Zond Systems, Inc., et al. (now know as
EWS). The plaintiffs alleged that defendants improperly allocated certain
expenses to Zond-PanAero Windsystem Partners I. Those wind farms are operated
and maintained by defendants under contract. Plaintiffs were seeking equitable
relief and damages in excess of $6.9 million. The case went to trial, during the
last quarter of 1997 and was completed in January 1998. On March 23, 1998, the
Referee entered his judgment and found for the defendants on each of the
plaintiff's claims. The Referee further determined that the defendants are
entitled to recover from plaintiffs all of their court costs and legal fees,
totaling approximately $1.9 million. On July 22, 1998, the Court ordered the
findings of the Referee. Separately, defendants brought separate actions
(including an arbitration and a separate lawsuit) against plaintiffs (including
certain board members) for, among other things, collection and malicious
prosecution. On June 26, 2000, an Agreement of Settlement and Mutual Release was
entered into by and amongst the Company and certain Zond PanAero entities. As a
result of this agreement, all of the above claims were settled.

NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS

                                       37

<PAGE>

In 1998, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", ("FAS 133"). FAS 133, as amended, will be effective January 1,
2001, which requires all derivatives to be recognized on the balance sheet at
fair value. Gains or losses from changes in the fair value would be recognized
in earnings in the period of change, unless the derivative is designated as a
hedging instrument. Gains or losses from hedges of a forecasted transaction or
foreign currency exposure would be reflected in other comprehensive income.
Gains or losses from hedges of a recognized asset or liability or a firm
commitment would be reflected in earnings for the ineffective portion of the
hedge. The Company has concluded that their current derivative instruments would
qualify as normal purchases and sales and therefore will not impact the
financial statements in 2001.


NOTE 7 - SUBSEQUENT EVENTS

Increases in natural gas prices and an imbalance between supply and demand, as
well as other factors, have contributed to significant increases in wholesale
electricity prices in California. SCE previously agreed to fixed tariffs to
their retail customers, which has resulted in significant under recoveries by
SCE of electricity purchase costs. As a result, SCE is experiencing severe
liquidity problems, and the Partnership has not been paid during 2001 for
electricity produced under the Power Agreement, including November and December
2000 production reflected as accounts receivable as of December 31, 2000. In
2001, the Partnership continued to sell electricity under its existing Power
Agreement to SCE even though it has not been paid through March 27, 2001.

On March 27, 2001, the California Public Utilities Commission ("CPUC") ordered
SCE to resume payments based on a revised SRAC basis to the Partnership on a
going forward basis beginning April 2001. The CPUC granted SCE a $.03 per kWh
increase in rates charged to consumers. The Partnership's existing Power
Agreement is an SRAC based contract that has a fixed floor price of $.102 per
kWh. Management believes that the Partnership will continue to receive the floor
price and will ultimately collect a sufficient amount of revenue from
electricity sales to recover its investment in the windpark.

                                       38

<PAGE>




NOTE 8 - 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' capital (deficit) balances and total assets:



                                             For the Years ended in December 31
                                      -----------------------------------------
                                                    (dollars in thousands)
                                      -----------------------------------------
                                             2000           1999          1998
                                      -----------------------------------------

  Tax basis Income                          $1,922         $2,117       $2,303
  Tax depreciation less than
  GAAP depreciation                         (2,494)        (2,494)      (2,494)
  Other                                        3             (3)           6

                                      -----------------------------------------
  GAAP basis loss                           $(569)         $(380)        $(185)
                                      =========================================

  Tax basis partners' deficit              $(4,911)       $(6,833)     $(8,950)
  Cumulative tax basis losses
  in excess of cumulative GAAP
  losses                                    3,096           5,587        8,084
  GAAP basis contributed capital             581             581          581

                                      -----------------------------------------
  GAAP basis partners' deficit             $(1,234)        $(665)       $(285)
                                      =========================================

  Tax basis total assets                     6,586         6,738         6,874
  Cumulative tax depreciation
  in excess of GAAP depreciation             3,710         6,194         8,687


                                      -----------------------------------------
GAAP basis total assets                    $10,296       $12,932       $15,561
                                      =========================================


                                       39

<PAGE>


                   ADDENDUM TO NOTES TO FINANCIAL STATEMENTS*

1.  Bankruptcy and Mergers
    ----------------------

Commencing on December 2, 2001, and periodically thereafter, Enron Corp.
("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 Enron Wind Systems, Inc. ("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 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 EW and Enron Wind Systems LLC, the successor in
interest to EWSI) 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, and that agreement remains in effect.

2.  SCE Dispute
    -----------

Market conditions in the California energy sector during 2000 and 2001 created
a significant cash flow problem for SCE. At the end of January 2001, SCE
advised the Partnership that SCE would not make payments for power deliveries in
November and December 2000. The Partnership, along with other renewable source
generators, engaged in discussions with SCE seeking payment from SCE for past
due amounts under applicable power agreements entered into with SCE.

The Partnership continued to operate the Windsystem and deliver power to SCE
believing that eventually a solution would be negotiated. SCE continued to
default on its contractual obligations by missing payments due for January,
February, and March 2001 power deliveries.

On March 27, 2001, the California Public Utilities Commission (the "CPUC")
issued an order (the "CPUC Order") obligating SCE to begin payments for power
delivered on a prospective basis. The CPUC Order did not address the issue of
payments due for the period from November 1, 2000 to March 26, 2001.

                                      F-6

                                       40

*This Addendum was not reviewed by Arthur Andersen LLP.
By the end of April 2001, the Partnership and SCE were not able to resolve SCE's
non-payment for power delivered for the period between November 1, 2000 and
March 26, 2001. The Partnership, along with other renewable source generators
(collectively, the "Power Generators"), assisted by outside counsel, explored
various legal alternatives to enforce the contractual rights of the Power
Generators. On May 2, 2001, certain Power Generators, including the Partnership,
filed suit against SCE in Los Angeles Superior Court (the "SCE Litigation"). The
suit sought to recover compensation from SCE for power delivered, or at the
option of the plaintiffs, relief from the obligation to deliver power under the
existing contracts with SCE coupled with the right to sell power in the open
market across the SCE transmission grid.

In June 2001, SCE offered to settle all amounts past due with the Power
Generators. The offer provided for the payment of all amounts past due with
interest accruing at 7% through the date of payment. On August 22, 2001, Mesa,
for the benefit of the Partnership, entered into a settlement agreement with SCE
that, among other things, set forth the terms for payment of past due amounts to
Mesa, and ultimately the Partnership (the "SCE Payment Agreement").

The SCE Payment Agreement provides that past due amounts be paid in three
installments, 10% of the amount outstanding plus interest on all the past due
amounts to the date of the installment payment to be paid shortly after
execution of the SCE Payment Agreement, another 10% of the amount outstanding to
be paid when the SCE Payment Agreement becomes effective (after CPUC approval
and certain other conditions are satisfied), and the final 80% to be paid when
the California State Legislature approves a plan that restores SCE's credit. SCE
paid the first installment due under the SCE Payment Agreement on August 31,
2001. All remaining amounts outstanding from SCE under the SCE Payment Agreement
were collected from SCE by the end of March 2002. The Partnership, along with
the other Power Generators party to the SCE Litigation, dismissed the SCE
Litigation in August 2003.

3.  Purchase Notes
    --------------

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 of 2004. As of March
30, 2005, the amount in default was $2.8 million, which was comprised solely of
interest in arrears. 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. As of the date of the filing of this
report, MCC has not notified the Partnership of MCC's 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.

4.  Extension of Material Agreements
    --------------------------------

On February 16, 2005 the Partnership and Mesa entered into (a) an Amendment to
Wind Park Easement Agreement (the "Easement Amendment") and (b) an Amendment to
Partial Assignment of Wind Park Power Purchase and Sales Agreement (the "Partial
Assignment Amendment"), each of which were effective as of December 31, 2004.
The Easement Amendment extended the termination date of the Wind Park Easement
Agreement dated as of September 7, 1984 (the "Windpark Easement Agreement") from
December 31, 2004 to June 23, 2005. The Partial Assignment Amendment extended
the termination date of the Partial Assignment of Wind Park Power Purchase and

                                       41

<PAGE>

Sales Agreement dated September 28, 1984 (the "Partial Assignment") from
December 31, 2004 to June 23, 2005.

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. Pursuant to the Management
Agreement Amendment, the end of the term of the Windsystem Management Agreement
executed on July 27, 1988 (the "Management Agreement") was extended from
December 31, 2004 to June 23, 2005.

The power purchase and sales agreement pursuant to which the Partnership sells
power to SCE (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
Windsystem 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 Windsystem 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.

5.  PanAero Settlement Agreement
    ----------------------------

Pursuant to an Agreement of Settlement and Mutual Release dated June 26, 2000,
PanAero Management Corporation transferred its limited partnership interest in
the Partnership to EWS.

6.  Partnership Agreement
    ---------------------

Unless earlier terminated in accordance with the provisions of the Partnership
Agreement, the term of the Partnership ends on December 31, 2005.


                                       42
<PAGE>

<TABLE>
<CAPTION>


                   ADDITIONAL UNAUDITED FINANCIAL INFORMATION

QUARTERLY FINANCIAL INFORMATION (Unaudited)

Summarized quarterly financial information for the years ended December 31,
2000, 1999 and 1998 is as follows:


                                                 ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                                  A CALIFORNIA LIMITED PARTNERSHIP
                                                   QUARTERLY FINANCIAL INFORMATION
                                                       (Dollars in thousands)
                                                             (Unaudited)


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

                   2000                           First     Second       Third     Fourth
                                                 Quarter    Quarter     Quarter    Quarter
                                              -----------------------------------------------

Revenue:
  Sale of electricity                           $1,070      $1,637     $ 1,236      $525
  Other income                                     1           8           7         27
                                              -----------------------------------------------

 Total revenue                                   1,071       1,645       1,243       552

Cost and expenses:
  Depreciation                                    624         624         625        624
  Interest expense                                256         251         219        214
  Property taxes                                  19          18          26         47

  Management and easement fees to
       related party                              49          90          119        63
  Maintenance and other operating costs
    to related and other parties                  279         334         268        231
  Insurance costs                                 17          28          22         18
 Other operating costs                            25          17          4         (31)
                                              -----------------------------------------------

Total costs and expenses                        1,269        1,362       1,283     1,166

 Net income (loss)                              $(198)       $283        $(40)     $(614)
                                              ===============================================

 Net income (loss) per Unit                    $(0.166)     $0.238     $(0.034)  $(0.516)
                                              ===============================================

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

</TABLE>


                                      F-7

<PAGE>

<TABLE>
<CAPTION>

                                                 ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                                  A CALIFORNIA LIMITED PARTNERSHIP
                                                   QUARTERLY FINANCIAL INFORMATION
                                                       (Dollars in thousands)
                                                             (Unaudited)

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

                                                 First       Second      Third       Fourth
                   1999                         Quarter     Quarter     Quarter     Quarter
                                              -------------------------------------------------

Revenue:
  Sale of electricity                            $1,261      $1,932     $ 1,023       $648
  Other income                                     8           8           11          21
                                              -------------------------------------------------

 Total revenue                                   1,269       1,940       1,034        669

Cost and expenses:
  Depreciation                                    624         624         625         624
  Interest expense                                322         317         290         285
  Property taxes                                   32          33          18          19

  Management and easement fees to
       related party                               59         109         126          56
  Maintenance and other operating costs
    to related and other parties                  276         211         286         256
  Insurance costs                                  17          16          17          17
 Other operating costs                             23          24          12         (26)
                                              -------------------------------------------------

Total costs and expenses                         1,353       1,334       1,374       1,231

Net income (loss)                                $ (84)       $606       $(340)      $(562)
                                              =================================================

Net income (loss) per Unit                      $(0.071)     $0.509     $(0.286)    $(0.472)
                                              =================================================

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


                                       43
</TABLE>
<PAGE>


<TABLE>
<CAPTION>




                                                 ZOND-PANAERO WINDSYSTEM PARTNERS I,
                                                  A CALIFORNIA LIMITED PARTNERSHIP
                                                   QUARTERLY FINANCIAL INFORMATION
                                                       (Dollars in thousands)
                                                             (Unaudited)

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

                                                 First       Second      Third       Fourth
                   1998                         Quarter     Quarter     Quarter     Quarter
                                              -------------------------------------------------

Revenue:
  Sale of electricity                            $1,069      $2,150      $1,102       $878
  Other income                                     9           5           7           24
                                              -------------------------------------------------

 Total revenue                                   1,078       2,155       1,109        902

Cost and expenses:
  Depreciation                                    624         624         625         624
  Interest expense                                380         376         352         347
  Property taxes                                   5           4           32          33

  Management and easement fees to
       related party                               44          90         146          72
  Maintenance and other operating costs
    to related and other parties                  188         218         318         224
  Insurance costs                                  29          28          5           19
 Other operating costs                             3           5           4           10
                                              -------------------------------------------------

Total costs and expenses                         1,273       1,345       1,482       1,329

Net income (loss)                               $ (195)       $810       $(373)      $(427)
                                              =================================================

Net income (loss) per Unit                      $(0.164)     $0.681     $(0.313)    $(0.359)
                                              =================================================

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

</TABLE>

                                       44
<PAGE>