FORM 10-K

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the fiscal year ended December 31, 1997, 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
(Exact name of registrant as specified in its charter)

             California                                   77-0035358       
(State or other jurisdiction of                          (I.R.S. Employer  
incorporation or organization)                         Identification No.)

13000 Jameson St., Tehachapi, California                    93581     
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (805) 822-6835

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
                           (Title of class)

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

                             YES  X   NO    

     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>
                     ZOND-PANAERO WINDSYSTEM PARTNERS I,
                     A CALIFORNIA LIMITED PARTNERSHIP

                               FORM 10-K
                 For the Fiscal Year Ended December 31, 1997


                            TABLE OF CONTENTS


Item Number
in Form 10-K                                                     Page


                              PART I

1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . .7
4.  Submission of Matters to a Vote of Security Holders  . . . . . .8

                             PART II

5.  Market for Registrant's Common Equity and Related
      Stockholder Matters. . . . . . . . . . . . . . . . . . . . . .8
6.  Selected Financial Data. . . . . . . . . . . . . . . . . . . . .9
7.  Management's Discussion and Analysis of
      Financial Condition and Results of Operation . . . . . . . . .9
8.  Financial Statements and Supplementary Data. . . . . . . . . . 12
9.  Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure . . . . . . . . . . . 12

                             PART III

10. Directors and Executive Officers of the Registrant . . . . . . 12
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . 13
12. Security Ownership of Certain Beneficial Owners 
      and Management . . . . . . . . . . . . . . . . . . . . . . . 15
13. Certain Relationships and Related Transactions . . . . . . . . 15

                              PART IV

14. Exhibits, Financial Statement Schedules, and
      Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . 18

















<PAGE>                              PART I

ITEM 1.     BUSINESS

Introduction

 Zond-PanAero Windsystem Partners I, a California Limited Partnership (the
"Partnership") was formed in June of 1984, to purchase, own and operate a
system of 300 Vestas Energy A/S ("Vestas") 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"), a wholly-owned subsidiary of Edison International.

 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 (collectively, the "Operating Site"),
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 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, dated as of November 29, 1984, as amended (the "Partner-
ship Agreement").  The term of the Partnership expires on December 31, 2005,
unless terminated earlier in accordance with the terms of the Partnership
Agreement.

 The general partner of the Partnership (the "General Partner") is Zond
Windsystems Management Corporation ("ZWMC"), a California corporation wholly
owned by Zond Systems, Inc. ("Zond").  From the Partnership's formation in
1984 until June 24, 1988, PanAero Management Corporation ("PAMC"), a
California corporation wholly owned by PanAero Corporation ("PanAero"), served
as the other general partner of the Partnership.  PAMC was removed as a
general partner effective June 24, 1988, by a vote of the partners of the
Partnership.

 Until July 28, 1988, the Windsystem was managed, operated and maintained by
Mesa Wind Developers ("Mesa"), a joint venture composed of Zond and PanAero
California, Ltd., an affiliate of PanAero ("PACL") pursuant to a now
terminated agreement (the "Mesa Agreement").  Following the removal of PAMC,
Zond has performed such functions pursuant to a windsystem management
agreement dated July 27, 1988 (the "Management Agreement") that terminates on
December 31, 2004.

 On January 3, 1997 Zond's parent, Zond Corporation, became a wholly-owned
subsidiary of Enron Renewable Energy Corporation, which is majority owned by
Enron Corp. In May 1997, the name of Zond Corporation was changed to Enron
Wind Corp. Enron Corp., headquartered in Houston, Texas, is the world's
leading integrated energy company. Enron Corp., which owns approximately $23
billion in energy related assets, delivers physical commodities and risk
management and financial services to provide energy solutions to customers
around the world.  Enron Corp.'s Internet address is www.enron.com, and its
stock is traded on the New York Stock Exchange under the ticker symbol, "ENE." 

 In order to purchase the Turbines (the "Purchase Note Financing"), the
Partnership paid $26,500,000 of the Windsystem's purchase price by issuing
non-recourse promissory notes (the "Purchase Notes") to Mesa Construction
Company ("MCC"), a California joint venture composed of affiliates of ZWMC and 
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<PAGE>
PAMC, which subcontracted the construction of the Windsystem to Zond. In
order to pay for the construction of the Windsystem, MCC borrowed $16,000,000
(the "Term Loan") from a syndicate of lenders (the "Windsystem Lender") and
pledged the Purchase Notes and their underlying security interests to the
Windsystem Lender as collateral.  MCC and such financing were the subjects of
a bankruptcy proceeding.  See "MCC Bankruptcy."  In September of 1993, MCC
repaid the Term Loan in full.

Sale of Electric Power

 The Windsystem is an integrated electric power generating plant consist-
ing of an array of individually sited Turbines.  The Turbines are
interconnected by a system of transformers and power transfer lines to a sub-
station 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 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 of
1982, and was assigned by PanAero to Mesa in July of 1984.  Mesa subsequently
assigned the portion of the Power Agreement which covers the aggregate rated
capacity of the Turbines (19.5 megawatts) to the Partnership until December
31, 2004.  The Power Agreement covers an aggregate of 29.9 megawatts, and Mesa
has assigned 10.4 megawatts to Zond-PanAero Windsystem Partners II, a Califor-
nia limited partnership ("ZP-II") whose general partner is an affiliate of the
General Partner.  Such assignment also terminates on December 31, 2004.

 Under the Power Agreement, SCE is required to purchase all of the elec-
tric 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 kilowatt 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 makes monthly meter
readings of the amount of electricity delivered to SCE by the Partnership and
makes monthly payments to the Partnership based on such meter readings.

 During 1997 SCE purchased an aggregate of 43,799,000 kWh of electricity
from the Partnership for an aggregate purchase price of approximately
$4,467,000.  See Part II, Item 6 hereof for the amounts of revenue, operating
loss and assets of the Partnership for the fiscal years 1993 through 1997.

 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.

Windsystem Performance

 The Windsystem commenced operation in November of 1984.  The Windsystem's
annual electrical power production was originally projected to be 74,761
megawatt-hours per full calendar year.  These annual production projections
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<PAGE>
were based upon forecasted average wind speed at the Operating Site estimated
by the Partnership's independent wind consultants.  The Windsystem actually
produced 45,968, 43,768, 45,334, 52,686, and 43,799 megawatt-hours for
calendar years 1993, 1994, 1995, 1996, and 1997, respectively.

 The wind speed at the Operating Site was measured using an instrument
called an anemometer, a device that records wind speeds at designated inter-
vals over long periods of time.  The consultants used data from anemometers
that were located in the general area of the proposed Windsystem site and re-
corded data for the years 1979, 1980, and 1983.  Based upon operating experi-
ence, it is now known that wind resources should be measured in close
proximity to each individual turbine site, not merely across a windsystem
site.  The varying topography at a windsystem site can create significant
differences in the wind resource to which each individual turbine would be
exposed depending on its location.  Measurement is now typically accomplished
by deploying more anemometers in the specific areas of prospective turbine
sites.

 Lower than projected production, and correspondingly lower than projected
annual power sales revenues in years prior to 1988, had been offset (subject
to a 30% deductible) by payments to the Partnership under an insurance policy
issued by California Union Insurance Company ("Cal Union") which protected the
Partnership against revenue losses due to wind resource deficiencies (the
"Performance Policy" or "Policy").  With the approval of the bankruptcy court
having jurisdiction over the MCC bankruptcy, the Partnership terminated the
Performance Policy in settlement of a dispute with Cal Union.  See "Settlement
of Performance Policy."  The cash payment that the Partnership received in
connection with such settlement included any and all outstanding and future
claims of the Partnership with respect to the Performance Policy.  In 1989,
the Partnership received $3,300,000 for the 1988 and all future revenue losses
and $4,164,000 for claims under the Partnership's boiler and machinery policy. 
Subsequent to the termination of the Policy, the General Partner attempted to
obtain alternative coverage for the Partnership, but was unable to locate an
insurer willing to underwrite this type of risk.

The Plan

 Following the removal of PAMC as a general partner, the Partnership began
implementing a plan (the "Plan") to improve power production and reduce
operating costs of the Windsystem. The Plan consisted of a series of
mechanical upgrades as well as financial and administrative improvements. The
bulk of the funding needed to implement the Plan was obtained through the
settlement of the dispute with Cal Union. Implementation of the Plan was 
subject to certain criteria and procedures imposed in connection with MCC's
bankruptcy reorganization plan.  See "MCC Bankruptcy."  For a discussion of
the use of settlement funds, see "Settlement of Performance Policy".

 The mechanical upgrades consisted of repitching and taping some of the
original Turbine blades, replacing certain Turbine blades, modifying the
Turbine yaw system and removal of the smaller of the two generators that are
part of each Turbine.  Each upgrade was economically ranked to gain the
greatest benefit in comparison to cost, due to the limited funds available.

 Many of the original Turbine blades exhibited stress cracks, which, in
some cases, required the affected Turbines to be shut down.  The Partnership
replaced blades on 143 Turbines because of the poor condition of such blades. 
Consistent with the cost/benefit analysis discussed above, the blades on the
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<PAGE>
remaining 157 Turbines were not replaced because their condition was
relatively good.  The Partnership believes that the original turbine blades
were not properly fabricated and could not be permanently repaired.  The
Turbine blades were originally manufactured by a supplier to Vestas, the
manufacturer of the Turbines. Both Vestas and the supplier declared bankruptcy
in the mid 1980's. The Partnership was not, and is not, able to
pursue either company to recoup any of the losses. Therefore, the Plan
included the design, manufacture and installation of new blades. The new
blades were designed and tested by LACADRE, Inc., an independent Los
Angeles-based aeronautical engineering firm, with the assistance of Zond's
technical staff. 

 The Plan also included the relocation of 52 Turbines from their original
pads to new pads that were expected to experience higher average wind speed. 
Certain Turbines were also relocated to towers extended by adding a new base,
thereby exposing such Turbines to higher average wind speed.  The Plan was
completed in 1991 for a total cost of $4,573,000.

 Implementation of the Turbine relocation phase of the Plan depended, in
part, upon the approval by the United States Department of the Interior,
Bureau of Land Management (the "BLM"), which owns the Operating Site.  The
Partnership submitted a relocation proposal to the BLM in March of 1989, as to
which proposal the BLM issued formal permission on January 9, 1990,
substantially in accordance with Zond's requests.  To gain the BLM's permis-
sion, the Partnership agreed to the relocation of 22 additional Turbines to
locations less visible to the Palm Springs area.  The Partnership acceded to
the BLM's requests, under the provisions that the relocations were to be at no
cost to the Partnership and that the less visible sites were to be equal to or
better than the original locations in terms of wind energy.  Funds to pay for
such relocations were provided by the BLM from the rental income that it
receives from Mesa Wind Developers ("MWD"), which income MWD, in-turn,
receives from the Partnership.  The Partnership completed such relocations
during 1992.

Settlement of Performance Policy

 The Partnership's lower than projected energy production had been
partially offset by payments from Cal Union under the Performance Policy,
which Policy has been terminated.  See "Windsystem Performance".  Prior to its
termination, the Performance Policy had been due to expire in December of
1989, subject to the Partnership's option to renew at a premium that was to
have been based upon a formula substantially dependent upon losses incurred
under the Policy.  However, Cal Union and the Partnership, Zond, and certain
Zond affiliates entered into a Settlement Agreement and Mutual Special Release
dated April 12, 1989, to terminate the Performance Policy in settlement of a
dispute.  In exchange for mutual releases, a dismissal of a Cal Union lawsuit
for rescission and reformation of the Policy, and a termination of the Policy,
and following bankruptcy court approval in November 1989, Cal Union paid
$11,230,000, allocated 68.04% to the Partnership and 31.96% to ZP-II, whose
facility was also covered by the Policy.  Cal Union received a credit of
$258,000 for amounts paid to the Partnership and ZP-II in the fourth quarter
of 1988.  The settlement payment to the Partnership was in addition to claims
already paid under the Policy, which totaled approximately $5,700,000 prior to
termination of the Policy, of which $168,000 was credited against its share of
the $11,230,000 settlement amount plus $534,889 of accrued interest, which was
approximately $7,828,823. Under the Reorganization Plan (as defined in "MCC
Bankruptcy"), $6,600,000 of the settlement proceeds were allocated to the Plan
and a similar improvement plan for ZP-II and were held in special accounts to 
be disbursed as necessary to implement such improvement plans.  The 
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<PAGE>
Partnership's share of the settlement amount was substantially in excess of
the $2,211,000 of premiums paid by the Partnership under the Policy, and in
excess of the $4,573,000 cost of implementing the mechanical upgrades under
the Plan.  The excess settlement funds were paid to MCC to reduce notes
receivable.  MCC utilized such funds to pay third-party lenders who had
provided the financing to MCC to build the Windsystem.  See "MCC Bankruptcy".

 The Partnership has been unable to obtain insurance coverage similar to
the Performance Policy.  As a result, since 1989, the Partnership has been at
risk for lower than expected winds at the Operating Site.  The lack of this
coverage contributed to the Partnership's liquidity difficulties and hindered
its ability to service its debt obligation according to the original repayment
schedule.  See Item 7.  "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION - Liquidity and Capital Resources."

MCC Bankruptcy

 On July 2, 1987, the Windsystem Lender delivered a notice of default to
MCC alleging certain defaults by MCC under the Term Loan.  On August 6, 1987,
the Windsystem Lender notified MCC of its intention to foreclose on the
Purchase Notes.  In its July notice, the Windsystem Lender alleged, in
addition to certain technical defaults, an inability of ZWMC and PAMC, then
co-general partners, to agree on and implement a prudent course of action for
the Partnership and that such inability was a fundamental problem which, in
the opinion of the Windsystem Lender, impaired the value of the Windsystem and
the Purchase Notes.

 On December 23, 1987, PanAero Omega, Ltd. ("PanAero Omega") an affiliate
of PAMC, acting as one of the joint venture partners of MCC and without the
knowledge of Zond Construction Company ("ZCC"), the Zond affiliate that serves
as the other joint venture partner, filed an involuntary petition in
bankruptcy against MCC under Chapter 11 of the Federal Bankruptcy Act, as
amended, in the United States Bankruptcy Court for the Eastern District of
California (the "Bankruptcy Court") for the purpose of staying the threatened
foreclosure by the Windsystem Lender. A similar petition was filed with
respect to Mesa Construction Company II ("MCC II") from whom ZP-II purchased
its windsystem pursuant to a similar financing arrangement with the Windsystem
Lender.

 On June 5, 1989, MCC filed with the Bankruptcy Court a Joint Plan of
Reorganization and related Disclosure Statement, and on August 11, 1989 filed
a First Amended Joint Plan of Reorganization and related Disclosure Statement. 
A confirmation hearing with respect to the Disclosure Statement was held on
September 20, 1989, at which MCC's Revised Disclosure Statement with respect
to the First Amended Joint Plan (the "Reorganization Plan") was approved.  The
Reorganization Plan was confirmed by the Bankruptcy Court on October 13, 1989,
and implemented on November 7, 1989.  On October 23, 1989, PanAero Omega and
PanAero Alpha, Ltd. filed with the Bankruptcy Court a notice of appeal and
consent to hearing by the Bankruptcy Appellate Panel for the Ninth Circuit
(the "Panel") of the Bankruptcy Court's confirmation order, and on October 30,
1989, filed with the Panel a notice of motion for stay of the confirmation
order. MCC has filed with the Panel objections to the Panel's jurisdiction and
motions in opposition to the motion for stay.  A hearing has not yet been
held.  The General Partner believes that implementation of the Reorganization
Plan has rendered moot the motions for stay.

 In connection with the Reorganization Plan, the Partnership agreed to
make distributions to its Limited Partners only if certain financial ratios
and reserve levels are met.  Specifically, the Partnership will be able to
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<PAGE> 
make distributions to the Limited Partners only after two years have elapsed
from Bankruptcy Court approval of the Reorganization Plan and if the aggregate
reserves held by the Partnership and MCC are $3,600,000 or more after giving
effect to the then current debt service payments and to the proposed
distributions to the Limited Partners and any distributions to the joint
venture partners of MCC.  In addition, the reserves held by the Partnership
must be at least $5,000 per Turbine, after giving effect to the proposed
distributions, and the ratio of the Partnership's net operating cash flow to
the debt service under the Term Loan (annualized based on the previous year's
audited financial statements) must be at least 1.4.  Finally, no defaults must
exist with respect to the Purchase Notes and the Term Loan.  As of the date of
this Annual Report, the Partnership has been and remains unable to make
distributions to the Limited Partners.

 Financial and Operational Requirements.  Pursuant to the Reorganization
Plan, the Partnership's interest obligation on the Purchase Notes was reduced
two percent (2%) beginning January 1, 1990.  The Partnership is required to
carry certain property/casualty/earthquake insurance but no systems
performance insurance.  The Partnership was required to provide the Windsystem
Lender with certain periodic financial and budget reports.  The Partnership's
Turbines were required to have availability factors of at least 90% for any
three-month period except for periods of external catastrophes and
implementation of the Plan.  The Windsystem Lender also was granted security
interests in the SCE power payment account and the Management Agreement.  In
addition, all Partnership bank accounts were held at a bank of the Windsystem
Lender's choice, subject to security interests in favor of the Windsystem
Lender.  In September of 1993, MCC repaid the Term Loan in full.

Research and Development

 Windsystem performance research and development actuated under the Plan
were conducted and funded by other entities.  For discussion of the Plan, see
"The Plan."  Zond, in cooperation with Dean Witter Reynolds Inc. ("Dean
Witter") and LACADRE, developed the Turbine modifications carried out under
the Plan.  (Dean Witter was the Partnership's original placement agent for the
sale of units of limited partnership interests in the Partnership ("Units")
and a Special Limited Partner of the Partnership.)  Cal Union's independent
engineering consultants, R. Lynette and Associates, Inc., reviewed and
approved the modifications.  As discussed under "Settlement of Performance
Policy," Cal Union funded the modifications.  Dean Witter funded the design
and testing of the new Turbine blades installed under the Plan.

 Any current research and development expenses related to improvement of
wind turbine electric generating facility performance are shared,
proportionately, by the Partnership with other programs that Zond manages. 
The Partnership's on-going share is not material.

Employees

 The Partnership has no employees.  Zond manages, operates, and maintains
the Windsystem pursuant to the Management Agreement, and renders semi-annual
accountings and operating reports to the partners regarding the Windsystem. 
Any remaining day-to-day activities of the Partnership are attended to by the
General Partner which utilizes employees of Zond.





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<PAGE> 
ITEM 2.     PROPERTIES

 The Windsystem (an integrated electric power generating facility located
at the Operating Site) consists of 300 Turbines and certain infrastructural
improvements.  Each Turbine has a rated capacity of 65 kilowatts, and the
Turbines have an aggregate rated capacity of 19.5 megawatts.  The electricity
generated by the Turbines is sold by the Partnership to SCE.  The Partnership
depends solely upon production from the Windsystem and the resulting revenues
to fund all operations of the Windsystem, repay debt, administer the
Partnership, and make distributions to its partners.  From the commencement of
operation of the Windsystem in November of 1984 through December 31, 1997, the
Windsystem has produced 508,000 megawatts of power.  See Item 1.  "BUSINESS -
Introduction."

 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 two parcels are owned by the United States.  Under a
right-of-way Grant (the "Right-of-Way Grant") from the BLM, Mesa holds certain
rights to develop wind energy resources on the Operating Site.  The primary
term of the Right-of-Way Grant expires in January of 2003, unless earlier
terminated by its terms but the Right-of-Way Grant may automatically continue
for up to 10 additional years if certain conditions are met.  The Right-of-Way
Grant was originally issued to PanAero on January 26, 1983, and was assigned
by PanAero to Mesa in April of 1984.

 The Partnership owns the Turbines, including the supporting towers and
related concrete support pads and controllers. Pursuant to the right of way
grant issued by BLM, Mesa has rights to develop wind energy resources at the
Operating Site, which includes roads, fences, the power transfer system, the
substation and maintenance facilities.  The Partnership uses the Operating
Site pursuant to a 20-year easement granted by Mesa under the terms of a Wind
Park Easement Agreement dated as of September 7, 1984 (the "Wind Park Easement
Agreement").

 Mesa has also granted ZP-II a similar easement for the installation and
operation of wind turbines.  ZP-II has installed 160 wind turbines on the
Operating Site.  The general partner of ZP-II is an affiliate of the General
Partner.  The facilities on the Operating Site, such as roads, fences, the
power transfer system, the substation and maintenance facilities, are also
utilized by ZP-II.

 Mesa was granted an easement by Seymour Lazar and Alyce Lazar (the "Lazar
Easement") over certain real property (the "Lazar Real Property") located
immediately adjacent to the Operating Site.  The Lazar Easement was recorded
on June 28, 1990, in the County of Riverside.  This easement was granted in
perpetuity.


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., et al.,
Los Angeles Superior Court Case No. BC 130959.  The defendants in the
litigation included the Partnership, ZWMC, and Zond.  The plaintiffs alleged
that defendants overcharged the Partnership and ZP-II for operations and
maintenance expenses.  Plaintiffs were seeking equitable relief and damages in 
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<PAGE> 
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, Leon
Savitch appointed by the Honorable Valerie L. Baker, Judge of the Los Angeles
Superior Court, entered his Report of Referee and Statement of Decision. 
Retired Judge Savitch found for the defendants, and against the plaintiffs, on
each and very one of the plaintiffs' claims.  The Referee further determined
that the defendants are the prevailing parties and will be entitled to claim
their legal costs including the costs of reference. The Referee's Statement of
Decision has not yet been entered by Judge Baker and upon entry, will be
subject to various appeal rights by the plaintiffs.

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

 No matters were submitted to a vote of Limited Partners during the fourth
quarter of the fiscal year ended December 31, 1997.

                              PART II

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

Market Information

 There is no established public trading market for the Partnership's
Units.

Holders

 At March 31, 1998, there were 884 holders of record of the Partnership's
1,190 Units.

Cash Distributions

 The Partnership Agreement provides that distributions of "Distributable
Cash" (as defined in the Partnership Agreement) are to be made as determined
by the General Partner in accordance with the terms of the Partnership
Agreement.  Cash distributions are to be made 99% to the Partnership's limited
partners (the "Limited Partners") and 1% to the General Partner and PAMC until
the date on which the Limited Partners have received in the aggregate
cumulative cash distributions of at least $10,000,000.

 In connection with issuing the Purchase Notes, the Partnership agreed
with MCC that it will make no distributions to the partners of the Partnership
so long as either an event of default exists under certain construction
financing agreements entered into in connection with the construction of the
Windsystem, the Partnership's cash reserve is not maintained at a certain
level ($5,000 per Turbine), or the Partnership's anticipated cash flow
for the twelve months following any proposed distribution does not exceed the
amounts necessary for the Partnership to meet its obligations with respect to
debt service, operating expenses and maintenance of its cash reserve at the
required level.  In addition, the Partnership Agreement provides that, until
the Purchase Notes are paid in full, the Partnership must maintain cash
reserves in an amount equal to at least $1,500,000 before it can make any
distributions of Partnership cash or property.

 Due to less than projected operating results, the Partnership has not
distributed any cash to the Limited Partners 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 General Partners.
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<PAGE>
<TABLE>
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 generally accepted accounting principles for purposes of filings with
the Securities and Exchange Commission.  A reconciliation between the
Partnership's income tax basis financial statements and its generally accepted
accounting principles financial statements and the description of the effect
of the change from cash to accrual basis accounting are described in Notes to
the Financial Statements - Notes 2 and 6, respectively, which are incorporated
herein by reference.
<CAPTION>
                                As of and for the Year Ended December 31,
                                              (in thousands)
                             1997      1996      1995      1994        1993 
<S>                        <C>       <C>       <C>       <C>         <C>
Revenues                   $ 4,507   $ 5,419   $ 4,669   $ 4,489     $ 4,692 
Net loss                    (1,061)  (  543)    (1,412)   (1,743)     (1,640)
Per Unit:                                                           
Net loss                        (1)       (1)       (1)       (1)         (1)
Distributions                    0         0         0         0           O 
Partners' capital               (1)        1         1         2           4 
Total assets                18,006    20,839    23,061    25,599      28,173 
Long-term debt              11,700    13,814    15,678    17,321      18,770 
Partners' capital             (100)      961     1,504     2,916       4,659 

<FN>
All per Unit values were calculated utilizing 1,190 Units and including
General Partners' and Substituted Limited Partner's amounts.

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

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION

Liquidity and Capital Resources

 The Partnership continues to experience a lack of liquidity primarily
due to a continued short-fall in revenues from operations in comparison to the
costs and expenses of operations.  Accordingly, interest payments on the
Purchase Notes in the aggregate amount of $4,049,000 and $3,953,000 were in
arrears at December 31, 1997 and December 31, 1996, respectively. 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 foreclose on the note
payment defaults through December 31, 1998. The Partnership expects that it
will continue to experience poor liquidity and to defer certain payments on
the Purchase Notes. See "Results of Operations."

 The Partnership has not developed a plan for the significant improvement
of its liquidity.  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 production of electricity from the
-9-

<PAGE>

Windsystem.  The Partnership's sole customer is SCE.  The price paid by SCE
for the electricity is contractually defined.  See Item 1.  "BUSINESS - Sale
of Electric Power".  To prevent degradation in the current level of
production, the Partnership must ensure that the Windsystem is properly
maintained and ready to produce power when the wind resource is available. 
The Partnership also must exercise close control of its operating expenses. 
The General Partner believes that the Partnership is operating the Windsystem
at an expense level that is efficient and appropriate to the operation of a
windsystem of this size.

 The Partnership has no current or planned commitments for capital
expenditures as of December 31, 1997.

Results of Operations

    Year Ended December 31, 1997, Compared to Year Ended December 31, 1996

 The Net Loss in 1997 was $1,061,000 compared to a Net Loss of $543,000 in
1996 -- a 95% increase.  This negative fluctuation was largely the result of
decreased power sales. Power sales decreased 17% this year compared to last
year as the result of lower production.  Production for the year was 16% lower
than last year as the result of the lower wind energy levels during the year; 
an average of 11.5% lower than last year and 5.5% lower than aggregate
historical average.  The Windsystem produced 43,799 megawatt hours in 1997
versus 52,686 megawatt hours in 1996.  System availability has remained at a
high level -- averaging 96.0% in 1997, which is higher than last year's
average availability of 95.3%.  Total operating expenses were 6.6% lower than
in 1996.  Interest expenses decreased due to lower average principal balances
on the Purchase Notes outstanding during 1997.  Management and easement
expenses decreased compared to last year as a result of the power sales
decrease.  Maintenance expense decreased 10% from last year substantially
due to reduced yaw, generator and nacelle parts replacement, along with the
associated reduction in labor costs and outside services. Insurance expense
decreased 37%, which is attributable to historical low loss experience, asset
devaluation, and the packaging of all turbine projects Zond operates under one
policy.  Administrative expenses are 5% lower due to lower costs for tax
preparation and annual financial accounting audits.  Administrative costs also
include costs of the Partnership's participation through Zond in wind energy
associations and political contributions.  Changes are taking place in the
electric power industry as the result of deregulation.  Future proposals that
may go before the California Public Utility Commission and or the state and
federal government could result in additional changes to power markets and
existing power purchase contracts.  The on-going modifications to the industry
as a result could directly or indirectly effect the price the Partnership
receives for its power.  Therefore, Zond as the general partner, in
conjunction with the Partnership and other wind energy partnerships operated
by Zond and its affiliates, has taken a leadership role in seeking to protect
the partnerships to the extent possible from the impacts of electric power
industry deregulation.  Contributions to various trade associations is part of
this effort. 

 The Partnership's overall financial condition worsened during 1997
primarily due to a continued shortfall in revenues from operations in
comparison to the costs and expenses of operations.  During 1997, total
partners' capital decreased $1,061,000 from $961,000 to ($100,000) and
Limited Partners' capital decreased $1,051,000 from $368,000 to ($683,000). 
This represents a total decrease of $892 per Unit.  Based on historical
average wind speed and current cost levels, the Partnership expects to
-10-

<PAGE>
continue to suffer net annual operating losses.  The Partnership expects that
its overall financial condition will continue to worsen for the foreseeable
future. 

    Year Ended December 31, 1996, Compared to Year Ended December 31, 1995

 The Net Loss in 1996 was $543,000 compared to a Net Loss of $1,412,000 in
1995 -- a 62% decrease.  This positive fluctuation was largely the result of
increased power sales.  Power sales increased 16% this year compared to last
year as the result of higher production.  Production for the year was 16%
greater than last year as the result of the higher wind energy levels during
the year -- an average of 16.8% higher than last year and 11.9% higher than
aggerate historical average.  The Windsystem produced 52,686 megawatt hours in
1996 versus 45,334 megawatt hours in 1995.  System availability has remained
at a high level -- averaging 95.3% in 1996, which is lower than last year's
average availability of 97.2%.  Total operating expenses were 3% higher than
in 1995.  Interest expenses decreased due to lower average principal balances
on the Purchase Notes outstanding during 1996.  Management and easement
expenses increased compared to last year as a result of the power sales
increase.  Maintenance expense increased 6% from last year due to expanded
replacement of yaw, controller, generator, and nacelle parts.  There was
approximately $15,000 in expense to replace a damaged Turbine, but this was
largely reimbursed by the Partnership's insurance provider.  Administrative
expenses rose 31% due timing of transactions and to increases in annual
financial accounting audit and tax preparation costs. Insurance expense
decreased 22% due to lower insurance premiums resulting from decreasing wind
Turbine values and associated coverage.

 The Partnership's overall financial condition worsened during 1996
primarily due to a continued shortfall in revenues from operations in
comparison to the costs and expenses of operations.  During 1996, total
partners' capital decreased $543,000 from $1,504,000 to $961,000 and
Limited Partners' capital decreased $537,000 from $905,000 to $368,000. 
This represents a total decrease of $456 per Unit.  Based on historical
average wind speed and current cost levels, the Partnership expects to
continue to suffer net annual operating losses.

    Year Ended December 31, 1995, Compared to Year Ended December 31, 1994

 Average wind speed based on three representative anemometer locations on
the Operating Site was 0.2% lower for the 12-month period ended December 31,
1995, than the corresponding period one year earlier and was 2.6% lower than
the historical yearly averages.  Production increased approximately 3.4% for
the 1995 period in comparison to the prior year   45,334 megawatt hours in
1995 and 43,768 megawatt hours in 1994.  Revenues from power sales in 1995
were approximately 3.6% higher than in 1994 as a result of higher average
system availability.  Other income increased due to interest earned on higher
average cash balances.

 Overall, the Partnership reported a loss of approximately $1,412,000 in
1995, in comparison to a loss of approximately $1,743,000 for 1994.  Total
expenses for 1995 decreased approximately 2.4%, primarily due to reduced
interest expense.  Interest expenses decreased due to lower average principal
balances on the Purchase Notes outstanding during 1995.  On an absolute basis,
property tax expense increased $10,000 during 1995; although, net of a tax
refund of $18,000 in 1994, property tax expense continued to decrease. 
Insurance expense remained constant following an 11% increase in 1994 due to
inflation in the insurance markets.  Management fees and land lease expenses
increased due to their direct relationship to sales of electricity. 
-11-

<PAGE>
Maintenance expense decreased 4.5% due to reduction of labor costs at the
Operating Site.

 The Partnership's overall financial condition worsened during 1995
primarily due to a continued shortfall in revenues from operations in
comparison to the costs and expenses of operations.  During 1995, total
partners' capital decreased $1,412,000 from $2,916,000 to $1,504,000 and
Limited Partners' capital decreased $1,398,000 from $2,303,000 to $905,000. 
This represents a total decrease of $1,186 per Unit. 


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements of the Partnership, together with the reports
thereon of Authur Andersen LLP and Price Waterhouse LLP, filed as a part of
this report and listed in response to Part IV, Item 14 hereof, are hereby
incorporated by reference.

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

 Price Waterhouse LLP was engaged by the General Partners as the Partnership's
independent certified public accountants for the fiscal years ended December
31, 1995 and December 31, 1996. On November 17, 1997 the General Partner with
approval of the board of directors dismissed Price Waterhouse LLP and engaged
Arthur Andersen LLP to serve as the Partnership's independent certified public
accountants.  

 Neither of the reports of Price Waterhouse LLP with respect to the
Partnership's financial statements for the fiscal years ended December 31,
1995 and December 31, 1996, contain any adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.  During the period commencing January 1, 1995 and
ending November 17, 1997 there were no disagreements between the Partnership
and Price Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Price Waterhouse LLP
would have caused it to make reference to the subject matter of a disagreement
in connection with its reports.  During the period commencing January 1, 1995
and ending November 17, 1997 there were no "reportable events" as defined in
the rules and regulations of the Securities and Exchange Commission.

                            PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 The General Partner of the Partnership is ZWMC.  Until removed effective
June 24, 1988, pursuant to a vote of the Partners at the Special Meeting, PAMC
also was a general partner of the Partnership.

Rights and Powers of the General Partner

 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 are not entitled to exercise any rights or powers to
manage the business and affairs of the Partnership.  The 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.
-12-

<PAGE>
 ZWMC is a California corporation wholly-owned by Zond.  ZWMC was formed
on June 14, 1984, solely for the purpose of serving as a general partner of
the Partnership and has served as a general partner since the Partnership's
formation.  ZWMC's principal executive offices are located at 13000 Jameson
Street, Tehachapi, California 93581.

 Set forth below is certain information regarding the officers and
directors of ZWMC.  Zond alone determines who will serve as the directors of
ZWMC.
          Name                 Age            Position

    Kenneth C. Karas            44        President, Chief Executive
                                          Officer, Chief Financial
                                          Officer, and a Director

    James V. Derrick, Jr.       53        Director


    Adam S. Umanoff             38        Senior Vice President,  
                                          and a Director

 Kenneth C. Karas.  Mr. Karas joined Zond as Vice President - Finance in
1983 and became its Executive Vice President in 1985.  Mr. Karas has served as
Zond's Chief Executive Officer since January of 1991, as its President since
January of 1986, and as its Chief Operating Officer and Chief Financial
Officer since February of 1985.  Immediately prior to joining Zond, Mr. Karas
was Vice-President - Corporate Banking for Scandinavian Bank Group plc where
he was actively involved in financing the energy industry.  From 1979 to 1982,
Mr. Karas was an officer with Security Pacific National Bank's international
banking group.

 James V. Derrick, Jr.  Mr. Derrick has served as Senior Vice President and
General Counsel of Enron Corp. since June 1991.  Prior to joining Enron Corp.
in 1991, Mr. Derrick was a partner at the law firm of Vinson & Elkins L.L.P.
for more than 13 years.  Mr. Derrick is also a director of Enron Oil & Gas
Company.

 Adam S. Umanoff.  Mr. Umanoff has served as Zond's Senior Vice President,
General Counsel and Secretary since June 1994.  Prior to joining Zond, Mr.
Umanoff was a partner with the law firm of Morrison & Foerster L.L.P.

Delegation of Management

 ZWMC has delegated certain aspects of the operation, management,
maintenance and repair of the Windsystem to Zond pursuant to the Management
Agreement.


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 interest,
and Zond receives payment under the Management Agreement for services rendered
thereunder.  Prior to the termination of the Mesa Agreement, Mesa received
compensation for its services rendered thereunder.  Officers and members of
the Board of Directors of the General Partner are not compensated for their
services in those capacities.

-13-

<PAGE>
Allocations and Distributions to General Partner

 Following its removal as a general partner, PAMC became a Substitute
Limited Partner of the Partnership with the same interests in profits and
losses as it had while a general partner.

 The Partnership Agreement provides for certain allocations of profits
and losses and distributions of cash and property to the General Partner and
PAMC.  The General Partner and PAMC are entitled to an aggregate of one
percent of all allocations of Partnership profits and losses for any taxable
year or other period beginning before the date on which the Limited Partners
have received cumulative cash distributions of at least $10,000,000 (to date,
the Limited Partners have received $158,000 and the General Partner and PAMC
$2,000), such amounts to be shared equally.  For any taxable year thereafter,
profits and losses will be allocated 20% to the General Partner and PAMC, to
be shared equally.

 The General Partner and PAMC are entitled to receive one percent of all
non-liquidating distributions made through the date on which the Limited
Partners have received cumulative cash distributions of at least $10,000,000,
such distributions to be shared equally.  After at least $10,000,000 has been
distributed to the Limited Partners on a cumulative basis, the General Partner
and PAMC will receive 20% of non-liquidating distributions, such distributions
to be shared equally. The Partnership did not distribute any amounts to the
General Partner or PAMC during fiscal 1995, 1996, or 1997.

Windsystem Management Fees

 As compensation for its services under the Management Agreement, Zond
receives a management fee of two percent of the Partnership's "Gross Operating
Proceeds" which are defined as the 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 all proceeds of insurance paid in reimbursement
of lost revenues.  Zond 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, under the Management Agreement. 
Upon termination of the Agreement in December of 2004, Zond would also receive
an incentive fee equal to the balance of the cash reserve maintained in
connection with Purchase Notes.  At its option, Zond also is entitled to
receive 10% interest on any funds advanced to or on behalf of the Partnership. 
For 1997, the Partnership paid Zond $96,000 for management services under the
Management Agreement.  In addition, the Partnership paid Zond $897,000 for
cost reimbursement for maintenance expenditures.

Operating Site Rentals

 Under the Wind Park Easement Agreement, Mesa charges the Partnership and
ZP-II rentals for use of the Operating Site the greater of 5% of the
Partnership's Gross Operating Receipts and the Partnership's pro rata
share of the payments due the BLM under the Right-of-Way Grant.  For 1997, the
Partnership's rental fee was $237,000.








-14-

<PAGE>

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Beneficial Owners

 The Partnership does not know of any person (including a "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) who is the beneficial owner of more than five percent (5%) of the
Partnership's Units.

Ownership of Management

 ZWMC owns the sole general partnership interest in the Partnership. 
Neither Enron Corp., Zond nor any officer or director of ZWMC, Enron Corp. or
Zond owns any Units.

Changes In Control

 ZWMC executed a conditional resignation of its position as a General
Partner effective upon a material breach of any of its agreements
contained in a Letter of Understanding dated March 24, 1988, between ZWMC,
Zond, Dean Witter and certain Zond affiliates (the "Letter of Understanding")
or if by December 31, 1989, the Partnership is not generating revenues
which exceed 1989 adjusted expenses by $762,600, as is more particularly
described in the Letter of Understanding.  A material breach would include
failure by ZWMC to achieve additional specified benchmarks set forth in
Exhibit I to the Letter of Understanding.  Although ZWMC originally committed
to implement the entire Plan by the end of 1989, and made substantial
progress, the lengthy negotiation process with the Windsystem Lender and
certain opposition to the Reorganization Plan, the lengthy approval process
with the BLM concerning the relocation of the Turbines, and a variety of other
factors out of ZWMC's control delayed full implementation of the Plan, and the
General Partner believes, therefore, that no material breach of the Letter of
Understanding occurred.  Furthermore, if a material breach had occurred, ZWMC
believes that its resignation as the General Partner would breach 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 registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Although the Partnership did not attempt to enter into transaction and
service agreements with parties other than as specified below, the General
Partner believes that the terms of such agreements are not materially
different than terms that would have resulted if the transactions had been
entered with independent third parties.

Purchase Note Financing and Term Loan

 The information contained under the captions "Item 1.  BUSINESS - MCC
Bankruptcy" is incorporated herein by reference.

 The Purchase Notes are currently payable in equal semi-annual installments of
principal and interest over 18 years commencing 1984. Pursuant to the
Reorganization Plan, the interest rate of the Purchase Notes at the 
-15-

<PAGE>
Partnership's option was reduced. At December 31, 1997, approximately 
$17,917,000 including $4,103,000 of accrued interest was due to MCC under the
Purchase Notes. During 1997, the Partnership made payments of principal and
interest totaling $3,442,000. See Item 7. "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and
Capital Resources."

 In September of 1993, MCC repaid the Term Loan in full. Accordingly,
the following information is only relevant to periods prior to September of
1993. To secure repayment of the Term Loan, MCC in 1984 granted the
Windsystem Lender a first security interest in the Turbines, the portion of
the Power Agreement assigned to the Partnership by Mesa and certain other
rights. The Partnership received the Turbines, its interest in the Power
Agreement and certain other rights subject to the prior security interest in
favor of the Windsystem Lender.

 In connection with the Term Loan, the Partnership agreed with MCC that
so long as any amounts are due under the Purchase Notes all insurance
proceeds in excess of $50,000 per loss occurrence paid to the Partnership
under its systems warranty and property damage insurance policies would be
deposited into an account maintained with the Windsystem Lender and its
cash reserves would be maintained in an interest-bearing account at a bank
acceptable to the Windsystem Lender and it would be prohibited from
withdrawing amounts except for specified purposes.  In addition, the
Partnership agreed with the Windsystem Lender to subordinate any claims it may
have against MCC to any amounts owing to the Windsystem Lender under the Term
Loan for such time as amounts under the Term Loan remain unpaid.

 The Windsystem Lender, MCC, and the Partnership in 1984 entered into a
non-disturbance agreement under which the Windsystem Lender agreed to release
its first security interest in the Turbines, the portion of the Power
Agreement assigned by Mesa to the Partnership and the other rights of the
Partnership subject to such security interest upon the earlier of either 
payment in full of the Term Loan or the indefeasible receipt by the Windsystem
Lender as assignee of MCC of all amounts owed by the Partnership under the
Purchase Notes which can be applied indefeasibly to the Term Loan or 
payments by the Partnership of all amounts due under the Purchase Notes in
accordance with their terms.  In 1984, the Windsystem Lender agreed that the
Partnership does not have any obligation under the Term Loan, and is entitled
to quiet enjoyment of the property which is subject to the prior security
interest created in favor of the Windsystem Lender, so long as no event of
default has occurred and is continuing under the Purchase Notes.  Pursuant to
the Reorganization Plan, however, the Partnership has granted the Windsystem
Lender certain security interests in certain accounts and contracts to secure
MCC's obligations in connection with the Term Loan, upon which the Windsystem
Lender may foreclose notwithstanding the non-disturbance agreement.  See First
Amendment to Purchase Note and Security Agreement section 5.3.

Management of the Windsystem

 Under the Management Agreement, Zond is obligated to use its best
efforts to maximize revenues from the operation of the Turbines and is
required to:  (1) represent the Partnership in its dealings with SCE; (2)
collect all payments from SCE, as the Partnership's agent and account for and
remit all sums due the Partnership; (3) pay all expenses in connection with
the operation and maintenance of the Windsystem including property taxes,
insurance and operating expenses; (4) provide quarterly accountings and
operating reports for the Turbines to the Partnership; (5) maintain the
Turbines in accordance with the manufacturer's maintenance manual and standard
-16-
<PAGE> 
maintenance practices; (6) monitor and supervise all insurance and warranty
claims concerning the Turbines; (7) comply with all governmental regulations
and directives, including compliance with the operating conditions in the
Right-of-Way Grant; and (8) perform such other services incidental to the
operation of the Turbines as may from time to time be reasonably necessary or
appropriate.  Zond also performs similar management functions for ZP-II.

 The Management Agreement allows the Partnership to remove Zond as the
operating agent if Zond fails to adequately maintain and operate the Turbines
or if the Partnership in good faith determines that Zond is guilty of
negligence, fraud or willful misconduct in the performance of its duties and
responsibilities under the Management Agreement.  Pursuant to an amendment in
connection with the Reorganization Plan, the Management Agreement terminates
upon material breach by any of the Zond affiliated parties of the Letter of
Understanding.  See "Item 12. - Change in Control."

 The description of Zond's compensation under the Management Agreement
contained under the caption "Item 11.  EXECUTIVE COMPENSATION - Windsystem
Management Fees" is incorporated herein by reference.

Windpark Easement Agreement

 The information contained under the caption "Item 2.  PROPERTIES" is
hereby incorporated by reference.

Effective January 1, 1996, BLM changed Mesa's annual rental payment due under
the Right-of-Way Grant 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 adjusted by the BLM at
five-year intervals to reflect any change in the fair rental value of the
Operating Site which may result in revised easement payments by the
Partnership to Mesa.  See. "Item 11. - Operating Site Rentals."

 Zond, PanAero, and their affiliates have developed and sold additional
wind turbines on the Operating Site other than the Turbines.  The Windpark
Easement Agreement requires that Mesa comply fully with all the conditions of
the Right-of-Way Grant in these developments and not to disturb or otherwise
interfere materially with the operation of the Turbines.





















-17-

<PAGE> 

                               PART IV


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

  (a).1     Financial Statements

            Reports of Independent Public Accountants

            Financial Statements

                 Balance Sheets at December 31, 1996, and
                   December 31, 1997

                 Statements of Operations for the years ended
                   December 31, 1995, December 31, 1996, and
                   December 31, 1997

                 Statements of Changes in Partners' Capital
                   for the years ended December 31, 1995,
                   December 31, 1996, and December 31, 1997

                 Statements of Cash Flows for the years ended
                   December 31, 1995, December 31, 1996, and
                   December 31, 1997

                 Notes to Financial Statements































-18-

<PAGE>
(a).2     Exhibits

  Listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.

   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 for the fiscal
        year ended December 31, 1988).

   10.1 Wind Park Power Purchase and Sale Agreement between PanAero and
        Southern California Edison Company dated April 12, 1982;
        Assignment of Wind Park Power Purchase and Sale Agreement dated
        July 28, 1984, between PanAero and Mesa; and Partial Assignment
        of Wind Park Power Purchase and Sale 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).

   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).

   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).

   10.4 Windsystem Management Agreement dated July 27, 1988, between
        Zond 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 for the
        fiscal year ended December 31, 1988).

   10.5 Second Amendment to Windsystem Management Agreement between
        Zond and the Partnership (Incorporated by reference from
        Exhibit 10.5 to the Partnership's Annual Report on Form 10-K
        for the fiscal year ended December 31, 1989).

   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 for the fiscal year
        ended December 31, 1989).
-19-
<PAGE> 
   10.8 Agreement dated as of November 30, 1984, between National Union
        Fire Insurance Company and the Partnership (Incorporated by
        reference from Exhibit J to the Partnership's Registration
        Statement on Form 10 dated April 29, 1985).

   10.9 Facilities Agreement dated as of November 26, 1984, among Mesa,
        Nordic American Banking Corporation, and the Partnership
        (Incorporated by reference from Exhibit K to the Partnership's
        Registration Statement on Form 10 dated April 29, 1985).

   10.10 Escrow Agreement dated as of November 26, 1984, among Mesa,
         First Interstate Bank of California, and the Partnership
         (Incorporated by reference from Exhibit L to the Partnership's
         Registration Statement on Form 10 dated April 29, 1985).

   10.11 Agency Agreement dated as of September 17, 1984, among
         Partnership, ZWMC, PAMC, PanAero, Zond and Dean Witter
         (Incorporated by reference from Exhibit P to the Partnership's
         Registration Statement on Form 10 dated April 29, 1985).

   10.12 Settlement Agreement and Special Mutual Releases of Any and All
         Claims, Causes of Action, Chose in Action, etc. dated April 12,
         1989, among Zond, MCC II, the Partnership, ZWMC, Zond
         Windsystems Management Corporation II, ZCC, Zond Construction
         Company II, DnC America Banking Corporation, Mesa, MCC, and Cal
         Union (Incorporated by reference from Exhibit 10.15 to the
         Partnership's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1988).

   10.13 Letter of Understanding and Agreement dated April 11, 1989,
         between DnC America Banking Corporation, ZCC, Zond Construction
         Company II, Zond, MCC, MCC II, the Partnership, and ZP-II
         (Incorporated by reference from Exhibit 10.16 to the
         Partnership's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1988).

   28.1 Letter of Understanding dated March 24, 1988, between Dean
        Witter, Zond, ZWMC, Zond Windsystem Management Corporation II,
        ZCC, and Zond Construction Company II (Incorporated by
        reference from Exhibit 28.1 to the Partnership's Annual Report
        on Form 10-K for the fiscal year ended December 31, 1988).

   28.2 First Amended Joint Plan of Reorganization for Mesa
        Construction Company II, and Revised Disclosure Statement regarding
        same, Case Nos. 187-04616-A and 187-04616-A [filed and
        maintained under Case No. 187-04616-A], United States
        Bankruptcy Court, Eastern District of California, filed
        September 25, 1989 (Incorporated by reference from Exhibit 28.1
        to the Partnership's Quarterly Report on Form 10-Q for the
        quarter ended March 31, 1989).

   28.3 Order confirming Debtors' Revised First Amended Joint Plan of
        Reorganization for Mesa Construction Company and Mesa
        Construction Company II, Case Nos. 187-04616-A and 187-04616-A
        [filed and maintained under Case No 187-04616-A], United States
        Bankruptcy Court, Eastern District of California, filed October
        13, 1989 (Incorporated by reference from Exhibit 28.1 to the
        Partnership's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1989).
-20-
<PAGE> 
   28.4 Order Confirming Good Faith Settlement, Case No. C 687 521,
        Superior Court for the State of California for the County of
        Los Angeles, filed October 13, 1989 (Incorporated by reference
        from Exhibit 28.2 to the Partnership's Quarterly Report on Form
        10-Q for the quarter ended June 30, 1989).

   28.5 Order Approving Compromise of Controversies with California
        Union Insurance Company, Case Nos. 187-04616-A and 187-04616-A
        [filed and maintained under Case No 187-04616-A], United States
        Bankruptcy Court, Eastern District of California, filed October
        13, 1989 (Incorporated by reference from Exhibit 28.3 to the
        Partnership's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1989).



  (b)   Reports on Form 8-K

   No Form 8-K was filed during the last quarter of the fiscal
year ended December 31, 1997.







































-21-

<PAGE>
                                                               14(a).1
 
                       ZOND-PANAERO WINDSYSTEM PARTNERS I,
                         A CALIFORNIA LIMITED PARTNERSHIP  


                        REPORT AND FINANCIAL STATEMENTS


                        DECEMBER 31, 1995, 1996, AND 1997
  

                        INDEX TO FINANCIAL STATEMENTS
                                               


                                                              Page


   Reports of Independent Public Accountants                   F-1

   Financial Statements

        Balance Sheets at December 31, 1996
          and December 31, 1997                                F-3

        Statements of Operations for the years ended
          December 31, 1995, December 31, 1996, and
          December 31, 1997                                    F-4

        Statements of Changes in Partners' Capital for
          the years ended December 31, 1995, December
          31, 1996, and December 31, 1997                      F-5

        Statements of Cash Flows for the years ended
          December 31, 1995, December 31, 1996, and
          December 31, 1997                                    F-6

        Notes to Financial Statements                          F-7




















-22-

<PAGE>

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

We have audited the accompanying balance sheet of Zond-PanAero Windsystem
Partners I, (a California Limited Partnership) as of December 31, 1997, and
the related statements of operations, partners' capital and cash flows for the
year then ended.  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 audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 audit provides a reasonable basis
for our opinion.

In our opinion the financial statements referred to above present fairly, in
all material respects, the financial position of  the Zond-PanAero Windsystem
Partners I as of December 31, 1997, and the results of its operations and its
cash flow for the year then ended in conformity with generally accepted
accounting principles.

As further described in the notes to the financial statements, Zond-PanAero
Windsystem Partners I has extensive transactions and relationships with
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 24, 1998

/S/ARTHUR ANDERSEN    



















F-1




<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

March 30, 1998

To the Partners of
Zond-PanAero Windsystem Partners I
(A California Limited Partnership)

In our opinion, the financial statements listed in the accompanying index
appearing under Item 14(a)(1) on page 18 present fairly, in all material
respects, the financial position of Zond-PanAero Windsystem Partners I (the
"Partnership"), a California Limited Partnership, at December 31, 1996, and
the results of its operations, changes in partners' capital and
cash flows for the years ended December 31, 1995 and December 31, 1996, in
conformity with generally accepted accounting principles.  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 of these statements in accordance with
generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for the
opinion expressed above.

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





/S/PRICE WATERHOUSE LLP



















F-2

<PAGE>
                       ZOND-PANAERO WINDSYSTEM PARTNERS I
                      (A California Limited Partnership)

                                BALANCE SHEETS

                                                 Years Ended December 31,      
                                                  1996             1997
                  ASSETS

Current assets:
 Cash and cash equivalents                  $    142,000     $    183,000
 Accounts receivable                             682,000          368,000
 Prepaid insurance & other current assets         99,000           36,000

        Total current assets                     923,000          587,000

Noncurrent assets: (Notes 2 and 3)
 Building                                         98,000           98,000
 Wind turbines                                49,561,000       49,561,000
 Less - accumulated depreciation             (29,743,000)     (32,240,000)

         Total Noncurrent assets              19,916,000       17,419,000

  Total assets                              $ 20,839,000     $ 18,006,000

    LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable and accrued expenses      $    103,000     $     29,000
 Amounts payable to related parties (Note 4)      84,000          160,000
 Current portion of 
   notes payable to related party (Note 3)     1,864,000        2,114,000
 Accrued interest payable 
     to related party (Note 3)                 4,013,000        4,103,000
  
        Total current liabilities              6,064,000        6,406,000

Notes payable to related party, 
 less current portion (Note 3)                13,814,000       11,700,000

Commitments and contingencies 
 (Notes 3, 4 and 5)

Partners' capital: (Note 1)
  General partner                                  6,000            1,000
  Limited partners                               368,000         (683,000)
  Substituted limited partner                      6,000            1,000
  Contributed capital                            581,000          581,000

        Total partners' capital                  961,000         (100,000)

  Total liabilities and partners' capital   $ 20,839,000     $ 18,006,000

                  See accompanying notes to financial statements.






F-3

<PAGE>

                    ZOND-PANAERO WINDSYSTEM PARTNERS I
                    (A California Limited Partnership)

<TABLE>
                         STATEMENTS OF OPERATIONS

<CAPTION>

                                        For the Years Ended December 31,       
                                       1995           1996           1997
<S>                              <C>            <C>            <C> 
Revenues:
  Sales of electricity           $  4,624,000    $ 5,372,000   $  4,467,000
  Other income                         45,000         47,000         40,000

     Total revenue                  4,669,000      5,419,000      4,507,000

Cost and expenses:
  Depreciation                      2,497,000      2,497,000      2,497,000
  Interest expense (Note 3)         2,020,000      1,855,000      1,668,000
  Property taxes                       36,000         40,000         22,000
  Management fees and land lease 
     to related parties               337,000        356,000        332,000
  Maintenance and other operating
     costs to related parties         985,000      1,024,000        942,000
  Other operating costs                   -0-         30,000          6,000
  Insurance expense                   206,000        160,000        101,000

      Total costs and expenses      6,081,000      5,962,000      5,568,000

Net loss                         ($ 1,412,000)  ($   543,000)  ($ 1,061,000)

Net loss per limited
 partnership unit                ($     1,187)  ($       456)  ($       892)

Number of limited 
partnership units outstanding           1,190          1,190          1,190


<FN>
                  See accompanying notes to financial statements.
</FN>
</TABLE>















F-4

<PAGE>
                   ZOND-PANAERO WINDSYSTEM PARTNERS I
                    (A California Limited Partnership)

<TABLE>
                STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                          (Dollars in thousands)
                                         
<CAPTION>                                         
                                                          Substit.  Contrib.  
                                       General Limited    Limited   Capital 
                              Total    Partner Partners   Partner   (Note 6)
<S>                           <C>      <C>     <C>        <C>       <C>
Profit and loss allocation 
 percentage (Note 1)           100%       .5%       99%      .5%
Capital contributions, net 
 of private placement costs 
 and cash distributions       $27,000  $ 273   $26,146              $ 581
Conversion to 
Substituted Limited 
Partner (Note 1)                         (83)              $ 83 

Loss for the period from 
 June 29, 1984(inception)
 through December 31, 1994    (24,084)  (174)  (23,843)     (67)     

Balance at December 31, 1994    2,916     16     2,303       16       581

Net loss                       (1,412)    (7)   (1,398)      (7)     

Balance at December 31, 1995    1,504      9       905        9       581

Net loss                        ( 543)    (3)    ( 537)      (3)     

Balance at December 31, 1996      961      6       368        6       581

Net loss                       (1,061)    (5)    (1,051)     (5)    

Balance at December 31, 1997  $  (100)   $ 1   $ (  683)   $  1     $ 581   

<FN>        
                 See accompanying notes to financial statements.
</FN>
</TABLE>
















F-5

<PAGE>
                     ZOND-PANAERO WINDSYSTEM PARTNERS I
                     (A California Limited Partnership)
<TABLE>
                          STATEMENTS OF CASH FLOWS
                              (In thousands)                           
                                 (Note 2)

<CAPTION>                                                    
                                                       For the  
                                                Years Ended December 31,    
                                                1995       1996      1997

<S>                                           <C>        <C<       <C>       
Cash flows from operating activities:
  Net loss                                    ($1,412)   ($  543)  ($1,061)
  Adjustments to reconcile net loss to net
   cash provided by operating activities -
    Depreciation                                2,497      2,497     2,497
  Changes in operating assets 
   and liabilities -
    Accounts receivable                           187       (375)      314 
    Prepaid insurance and 
     other current assets                          30         29        63
    Accounts payable and accrued expenses         (16)        (6)      (74)
    Amounts payable to related parties             (5)         5        76
    Accrued interest payable 
     to related party                            344         (35)       90

      Net cash provided 
        by operating activities                 1,625      1,572     1,905

Cash flows used in financing activities:
  Principal payments on 
  notes payable to related party               (1,449)    (1,643)   (1,864)
      
Net increase (decrease) in cash 
   and cash equivalents                           176        (71)       41 

Cash and cash equivalents at 
   beginning of year                               37        213       142

Cash and cash equivalents at end of year      $   213    $   142   $   183

Supplemental disclosure of 
  cash flow information:
  Cash paid during the year for interest      $ 1,676    $ 1,890   $ 1,578
<FN>
                  See accompanying notes to financial statements.
</FN>
</TABLE>









F-6

<PAGE>
                      ZOND-PANAERO WINDSYSTEM PARTNERS I
                      (A California Limited Partnership)


                        NOTES TO FINANCIAL STATEMENTS
                            December 31, 1997

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 Zond Systems, Inc.
("Zond") 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")(the "General Partner"), a wholly-owned
subsidiary of Zond. PanAero Management Corporation ("PAMC"), 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"). Zond is a
developer and operator of commercial wind-powered electric generating
facilities and PanAero is a wind resources development company. On January 3,
1997 Zond's parent, Zond Corporation, became a wholly-owned subsidiary of
Enron Renewable Energy Corporation, which is majority owned by Enron.

The Windsystem, which became operational in November 1984, was constructed by
Mesa Construction Company ("MCC"), a joint venture between an indirect wholly
owned subsidiary of Zond and an affiliate of PanAero.  Mesa has title to the
Windsystem's infrastructural facilities including the power substation.

The accompanying financial statements include substantial transactions with
related parties.  These transaction 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") which has a minimum term of              
twenty years and which may be cancelled by either SCE or the               
Partnership after the year 2004.  SCE purchases electricity produced           
by the Turbines at a price equal to the greater of 89% of SCE's           
Cost of Energy (as defined in the Power Agreement) or a fixed             
minimum 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, 1996 and December 31, 1997 the Partnership earned
$.102 per kWh.

(2) The Partnership has contracted with Zond for the operation and
maintenance of the Turbines and the performance of certain
ancillary management services, such as collection of revenues from
SCE and administration and payment of all Partnership expenses.
F-7
<PAGE>
(3) The land on which the Windsystem is located ("Operating Site") is
owned by the United States Bureau of Land Management ("BLM"). The BLM issued a
right-of-way Grant to the Operating Site to PanAero, which was subsequently
assigned to Mesa. Mesa granted the Partnership nonexclusive easement rights to
the Operating Site and the Infrastructural Facilities through January 26,
2003. The grant may be extended for an additional ten years at the option of
the Partnership.

Mesa is required to pay the BLM annual right-of-way rental payments for the
Operating 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 revised by the BLM to reflect a change in the fair
rental value of the land covered by the Right-of-Way Grant. The Partnership is
obligated to reimburse Mesa for the greater of 5% of Gross Operating Proceeds
and the Partnership's pro rata share of the fixed fee Mesa paid to BLM ,
estimated to be approximately $51,000.  The Partnership incurred $241,000,
$256,000 and $237,000 in fiscal years 1995, 1996 and 1997 respectively,
pursuant to this provision.  
      
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
both semiannual payments on notes payable and to maintain a reserve equal to
twelve months anticipated partnership costs and expenses.  Cash distributions
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 will be distributed 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").

(2)Profits and losses are allocated 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, profits
and losses will be allocated in proportions of 75%, 10%, 10% and 5% to the
Limited Partners, Substituted Limited Partner, General Partner and Special
Limited Partner, respectively.


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 6).

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
F-8

<PAGE>
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 Partnership 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. 

The fair value of the Partnership's long term debt approximates carrying value
based on discounted present value of cash using the Purchase Notes stated
interest rate.

Use of 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. 
F-9
<PAGE>
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 January 1990. The
Partnership has secured payment of the Purchase Notes by granting MCC security
interests in all of the personal property or fixtures owned by the
Partnership, including the Windsystem.  

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

                        -------- Notes -------------                    
                        Principal  Interest    Total   
      
       1998              $ 2,114   $ 5,512   $ 7,626
       1999                2,398     1,223     3,621
       2000                2,719       951     3,670
       2001                3,085       642     3,727
       2002                3,498       292     3,790

          Total          $13,814   $ 8,620   $22,434 

The Partnership's cash flows have been insufficient to pay all scheduled
interest associated with the Purchase Notes. Consequently, at December 31,
1997, the Partnership was in arrears with respect to interest payments
totaling $4,049,000 ($3,953,000 at December 31, 1996).  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 foreclose on the note payment defaults
through December 31, 1998.


NOTE 4 - AMOUNT PAYABLE TO RELATED PARTIES:

The following amounts were payable to related parties:

                                              December 31,    
                                           1996          1997

 Mesa                                  $  94,000     $ 186,000
 Other                                   (10,000)      (26,000)
     Total                             $  84,000     $ 160,000

Amounts payable to Mesa represent easement royalties and other miscellaneous
expenses related to Windsystem operations.  Such amounts are unsecured and
non-interest bearing.
F-10

<PAGE>
The Partnership has the following related party transactions and
relationships:

(1) The Windsystem was constructed and installed by MCC. MCC, in turn,
contracted with Zond as its general contractor and purchased the
Turbines from Vestas North America Limited ("VNAL"), a joint venture
between Zond and Vestas Energy A/S ("Vestas"), a Danish corporation. 
perform certain management and administrative services (Note 1). 

(2) Mesa assigned the Partnership easement rights to the land the
Partnership's turbines are located on (Note 1). The Partnership incurred
$241,000, $256,000, and $237,000 in 1995, 1996, and 1997, respectively,
pursuant to this agreement.

(3)The Partnership has contracted with Zond to operate and maintain the
Turbines and to perform certain management and administrative services (Note
1). The Partnership incurred expenses of $1,053,000, $1,125,000, and
$1,037,000 in 1995, 1996, and 1997, respectively, pursuant to this agreement.

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.,
Los Angeles Superior Court Case No. BC 130959. The defendants in the
litigation included the Partnership, ZWMC, and Zond. The plaintiffs alleged
that defendants improperly allocated certain expenses to the Partnership and
to ZP-II. 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, Leon Savitch
appointed by the Honorable Valerie L. Baker, Judge of the Los Angeles Superior
Court, entered his Report of Referee and Statement of Decision. Retired Judge
Savitch found for the defendants, and against the plaintiffs, on each and 
every one of the plaintiffs' claims. The Referee further determined that the
defendants are the prevailing parties and will be entitled to claim their
legal costs including the costs of reference.  The Referee's Statement of
Decision has not yet been entered by Judge Baker and upon entry, will be
subject to various appeal rights by the plaintiffs.
























F-11
<PAGE>
NOTE 6 - RECONCILIATION OF GAAP BASIS
AND TAX BASIS FINANCIAL STATEMENTS:

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

<CAPTION>
                                            Years Ended December 31,     
                                        1995           1996            1997
<S>                              <C>               <C>             <C>
Tax basis income                 $  1,086,000    $  1,963,000    $  1,422,000
Tax depreciation less 
  than GAAP depreciation           (2,494,000)     (2,494,000)     (2,494,000)
Other                                  (4,000)        (12,000)         11,000 

GAAP basis loss                  ($ 1,412,000)   ($   543,000)   ($ 1,061,000)

Tax basis partners' 
  capital (deficit)              ($14,638,000)   ($12,675,000)   ($11,253,000)
Cumulative tax basis losses 
  in excess of cumulative 
  GAAP basis losses                15,561,000      13,055,000      10,572,000

GAAP basis contributed capital        581,000         581,000         581,000

GAAP basis partners' capital     $  1,504,000    $    961,000    $   (100,000)

Tax basis total assets                           $  7,164,000    $  6,825,000
Cumulative tax depreciation 
  in excess of GAAP depreciation                   13,675,000      11,181,000
GAAP basis total assets                          $ 20,839,000    $ 18,006,000
</TABLE> F-11
























F-12<PAGE>
<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
                                       A CALIFORNIA LIMITED PARTNERSHIP

                                       By:  Zond Windsystems Management
                                            Corporation, General Partner



Date:  March 24, 1998           By: /S/ KENNETH C. KARAS                      
                                    Kenneth C. Karas, Chief Executive Officer  
                                   and Chief Financial Officer


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

      
      Signature                       Title                         Date


 /S/ KENNETH C. KARAS             Director of ZWMC           March 24, 1998
   Kenneth C. Karas



 /S/ James V. Derrick, Jr.        Director of ZWMC           March 24, 1998
   James V. Derrick, Jr.



 /S/ ADAM S. UMANOFF              Director of ZWMC           March 24, 1998   
   Adam S. Umanoff